Contract
EXHIBIT
10.5
2003
NON-EMPLOYEE DIRECTORS EQUITY PLAN
THIS NONSTATUTORY STOCK OPTION
AGREEMENT (the “Option Agreement”) is made and entered into as of
_________ by and between KAYDON
CORPORATION, a Delaware corporation (the “Company”), and (the
“Optionee”). The Company has granted to the Optionee an option to
purchase certain shares of Stock, upon the terms and conditions set forth in
this Option Agreement (the “Option”).
(a) “Annual
Grant Date” means ________, 20__.
(b) “Director
Plan” means the Kaydon Corporation 2003 Non-Employee Directors Equity Plan, as
approved by stockholders of the Company on May 9, 2003.
(c) “Number
of Option Shares”
means ___________________ ( )
shares of Stock, as adjusted from time to time pursuant to Section
14.
(d)
“Exercise Price” means $ _____________ per share of Stock, as
adjusted from time to time pursuant to Section 14.
(e) “Option
Expiration Date” means the tenth, (10th) anniversary after the Annual Grant
Date.
(f)
“Securities Act” means the Securities Act of 1933, as amended.
(g) “Service”
means the Optionee’s service as a director.
(a) Except
as otherwise provided herein, the Option shall become fully vested
and exercisable on and after the first anniversary of the Annual
Grant Date and prior to the termination of the Option (as provided in Section
11) in an amount not to exceed the Number of Option Shares less the number of
shares previously acquired upon exercise of the Option. In no event
shall the Option be exercisable for more shares than the Number of Option
Shares. Notwithstanding the foregoing, in the event that the adoption
of the Plan or any amendment of the Plan is subject to the approval of the
Company’s stockholders in order for the Plan or the grant of the Option to
comply with the requirements of Rule 16b-3, the Option shall not be exercisable
prior to such stockholder approval.
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(b) Exercise
of the Option shall be by written notice to the Company which must state the
election to exercise the Option, the number of whole shares of Stock for which
the Option is being exercised and such other representations and agreements as
to the Optionee’s investment intent with respect to such shares as may be
required pursuant to the provisions of this Option Agreement. The
written notice must be signed by the Optionee and must be delivered in person,
by certified or registered mail, return receipt requested, by confirmed
facsimile transmission, or by such other means as the Company may permit, to the
Vice President-Administration of the Company, or other authorized representative
of the Company, prior to the termination of the Option as set forth in Section
11, accompanied by full payment of the aggregate Exercise Price for the number
of shares of Stock being purchased. The Option shall be deemed to be
exercised upon receipt by the Company of such written notice and the aggregate
Exercise Price.
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OPTION
MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY,
THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE
OPTION IS VESTED. The inability of the Company to obtain from any
regulatory body having jurisdiction the authority, if any, deemed by the
Company’s legal counsel to be necessary to the lawful issuance and sale of any
shares subject to the Option shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained. As a condition to the
exercise of the Option, the Company may require the Optionee to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.
(a) the
date which is the tenth (10th)
anniversary of the Annual Grant Date unless earlier terminated pursuant to
clause (iii) below;
(b) the
expiration of one (1) month from the date of a person’s Termination of Service
for any reason other than death, Disability or Retirement; or
(c) the
expiration of five (5) years from the date of a person’s death, whether before
or after a Termination of Service.
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for
outstanding Options substantially equivalent options for the Acquiring
Corporation’s stock. Any Options which are neither assumed or
substituted for by the Acquiring Corporation in connection with the Change in
Control nor exercised as of the date of the Change in Control shall terminate
and cease to be outstanding effective as of the date of the Change in
Control.
20. Applicable
Law. This Option Agreement shall be governed by the laws of
the State of Delaware as such laws are applied to agreements between Delaware
residents entered into and to be performed entirely within the State of
Delaware.
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| KAYDON CORPORATION | |||
| By: | |||
| Its: | |||
The
Optionee represents that the Optionee is familiar with the terms and provisions
of this Option Agreement and hereby accepts the Option subject to all of the
terms and provisions thereof. The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board upon
any questions arising under this Option Agreement.
|
OPTIONEE
|
||||||
| Dated: | ||||||
| Print Name: | ||||||
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