FUEL SYSTEMS SOLUTIONS, INC. INCENTIVE STOCK OPTION AGREEMENT
Exhibit 10.4
Name: No. of Options: ________________
INCENTIVE STOCK OPTION AGREEMENT
This INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made this ______ day of [__________], 20[_] (the "Award Date") between FUEL SYSTEMS SOLUTIONS, INC., a Delaware corporation (the "Company") and [__________] (the "Participant"). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company's 2011 Stock Option Plan, as it may be amended from time to time (the "Plan").
- Grant of Option. The Company hereby grants to the Participant the right and option (the "Option") to purchase _____ shares of the Company's common stock, $0.001 par value (the "Shares") at a price of $__________ per share (the "Exercise Price") pursuant to the Plan, subject to the terms and conditions of the Plan and this Agreement. The Option shall expire on ______________________ (the "Expiration Date"), provided this Option shall be null and void if the Plan is not approved by the requisite shareholder vote at the Company's 2012 annual meeting of shareholders.
- Type of Option. To the extent possible, this Option is intended to be treated by the Company as an "incentive stock option" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). To the extent that, at or subsequent to grant, all or a portion of the Option ceases to qualify as an incentive stock option because of a failure to satisfy the requirements of Section 422 of the Code, all or such portion of the Option shall be treated by the Company as a "nonqualified stock option".
- Incorporation by Reference of the Plan. The Plan is hereby incorporated by reference into this Agreement. The Participant hereby acknowledges receipt of a copy of the Plan and represents and warrants to the Company that the Participant has read and understands the terms and conditions of the Plan. The execution of this Agreement by the Participant constitutes the Participant's acceptance of and agreement to the terms and conditions of the Plan and this Agreement.
- Vesting of Option. Unless the Committee provides for earlier vesting, the Option shall vest in accordance with the following schedule:
- Exercise. The Participant may exercise some or all of the Option by delivering to the Company a completed notice of exercise, in the form attached to this Agreement, together with payment in full of the aggregate Exercise Price, provided that no portion of the Option may be exercised by the Participant prior to approval of the Plan by the Company's shareholders.
- Form of Payment. Payment of the aggregate Exercise Price may be made in one of the following methods:
- Effect of Termination of Employment. At such time as a Participant ceases to be an employee of the Company or any of its Subsidiaries for any reason, all outstanding, unexercised, Options granted to such Participant shall terminate.
- No Shareholder Rights. The Participant shall not have any rights as a shareholder of the Company with respect to any Shares which may be purchased by exercise of this Option unless and until the Option is duly and fully exercised.
- Limits on Transferability. The Option shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, other than by will or the laws of descent and distribution, or as otherwise permitted by the Committee.
- Tax Withholding Obligations. In order to satisfy any withholding or similar tax requirements relating to the Options, the Company has the right to deduct or withhold from any payroll or other payment to a Participant, or require the Participant to remit to the Company, an appropriate payment or other provision, which may, if approved by the Committee, include the withholding of Shares.
- Holding Period of Shares Necessary for Favorable Tax Treatment. To obtain favorable tax treatment for stock acquired pursuant to this Option, the Participant may not dispose of Shares acquired pursuant to this Option (i) within two years of the date this Option is granted or (ii) within one year after such Shares are transferred to the Participant. The foregoing statement of tax consequences is intended only as a generalized statement of current Federal tax law (as in existence on the date of this Agreement) and the Participant, at his expense, should consult his/her tax consultant to determine the specific tax consequences of his/her exercise of this Option. An employee who disposes of Shares prior to the expiration of such holding period shall notify the Company, within 10 days after the disposition occurs, of the date of the sale and the amount of gain on the sale (to permit the Company to deduct the gain for tax purposes) .
- Change in Control. Upon a Change in Control, all non-forfeited Options shall become fully exercisable and vested.
- Trading Black Out Policies. The Participant agrees to abide by the xxxxxxx xxxxxxx policies established from time to time by the Company, including the Fuel Systems Solutions, Inc. Securities Trading Policy available on the Fuel Systems Solutions, Inc. corporate website.
- No Employment Rights. Nothing in this Agreement will confer upon the Participant any right to continued employment with the Company or its subsidiaries or affiliates or affect the right of the Company to terminate the employment of the Participant at any time for any reason.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable provisions of federal law.
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(a) personal check;
(b) an election to exercise this Option by means of a "cashless exercise" through an arrangement approved in advance in writing by the Compensation Committee of the Company (reference is made to Section 11 of this Agreement regarding tax treatment of shares used for payment of the aggregate Exercise Price);
(c) shares of the Company's common stock duly endorsed for transfer to the Company; or
(d) by any combination of the foregoing.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date and year first above written.
By: ________________________________
[Name]
PARTICIPANT:
______________________________________
NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
Date: _____________________
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Secretary
Re: Fuel Systems Solutions, Inc. (the "Company") 2011 Stock Option Plan
I hereby exercise the option ("Option") granted pursuant to the attached Incentive Stock Option Agreement (the "Agreement") to acquire ____ shares of the Company's common stock (the "Shares") at the exercise price of $____ per share, for an aggregate exercise price of $_______.
My enclosed form of payment is (check one):
_____ personal check in the amount of $_____
_____ by surrender of shares of the Company's common stock with a value of $_____ represented by certificate number_____, duly endorsed for transfer to the Company, which may be (i) shares which were received by the Participant upon exercise of one or more incentive stock options, but only if such shares had been held by the Participant for a least the greater of (A) two years from the date the incentive stock options were granted or (B) one year after the transfer of shares to the Participant; (ii) shares which were received by the Participant upon exercise of one or more nonqualified stock options, (iii) other shares that were acquired by the Participant.
_____ by way of "cashless exercise" pursuant to Section 6(b) of the Agreement with respect to the amount of $_____.
In the event that I dispose of the shares being purchased pursuant to the exercise of the Option prior to the date that is one year after exercise of the Option (or prior to the date that is two years after the grant of the Option), I hereby agree to immediately give notice of such fact to the Company. If the Company is required to satisfy any federal, state or local income or employment tax withholding obligations as a result of such early disposition of the shares being purchased pursuant to this Option exercise, I agree to satisfy the amount of such withholding in the manner that the Company prescribes.
Please make a notation on the Agreement to evidence the exercise of the Option as set forth in this Notice and return the Agreement, if any Options remain thereunder, along with a certificate representing the Shares to me at the address below:
________________________________
Name:
________________________________
________________________________
(PRINT ADDRESS)
