EXHIBIT 10.26
ADVANCED TECHNICAL PRODUCTS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
1. GRANT OF OPTION. Pursuant to the Advanced Technical Products, Inc.
Non-Employee Directors Stock Option Plan (the "Plan") for non-employee directors
of Advanced Technical Products, Inc. (the "Company"), the Company grants to
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(the "Option Holder")
an option to purchase from the Company a total of ______ shares of Common Stock,
$0.01 par value, of the Company at $_____ per share (being the closing price per
share of the Common Stock on the date of this grant), in the amounts, during the
periods, and upon the terms and conditions set forth in this Agreement.
2. TIME OF EXERCISE. Except only as specifically provided elsewhere in
this Agreement, this option is exercisable, in whole or in part, in the
following cumulative installments:
i. Up to 33 1/3% of the total optioned shares at any time after
the day preceding the _____ annual meeting of stockholders of the
Company provided that the Option Holder is a director of the Company at
5 p.m. on that date;
ii. Up to an additional 33 1/3% of the total optioned shares at
any time after the day preceding the ______ annual meeting of stockholders of
the Company provided that the Option Holder is a director of the Company at 5
p.m. on that date;
iii. Up to an additional _______ of the total optioned shares at
any time after the day preceding the 2000 annual meeting of stockholders of the
Company provided that the Option Holder is a director of the Company at 5 p.m.
on that date. If an installment covers a fractional share, such installment will
be rounded off to
the next highest share, except the final installment, which will be for the
balance of the total optioned shares. In the event of the Option Holder's
termination of service on the Board for whatever cause, the option will be
exercisable only to the extent that the Option Holder could have exercised it on
the date of his termination of service. In no event may this option be exercised
in whole or in part after its date of termination specified in Section 5 hereof.
3. EXERCISE OF OPTION. The exercise of this option shall entitle the
Option Holder to purchase shares of Common Stock of the Company.
4. SUBJECT TO PLAN. This option and the grant and exercise thereof are
subject to the terms and conditions of the Plan, which is incorporated herein by
reference and made a part hereof, but the terms of the Plan shall not be
considered an enlargement of any benefits under this Agreement. In addition,
this option is subject to any rules and regulations promulgated pursuant to the
Plan, now or hereafter in effect.
5. TERM. This option shall terminate at the first to occur of the
following, and any portion of the option not exercised on or before that date
shall be forfeited:
(a) 5 p.m. on ________________.
(b) 5 p.m. on the date which is 180 days after termination of the
Option Holder's service on the Board.
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6. WHO MAY EXERCISE. During the lifetime of the Option Holder, this
option may be exercised only by the Option Holder. If the Option Holder dies
prior to the termination date specified in Section 5 hereof without having
exercised the option as to all of the shares covered thereby, the option may be
exercised at any time prior to the earlier of the dates specified in Section 5
hereof by the Option Holder's estate or a person who acquired the right to
exercise the option by bequest or inheritance or by reason of the death of the
Option Holder, subject to the other terms of this Agreement and applicable laws,
rules and regulations.
7. RESTRICTIONS ON EXERCISE. The option evidenced by this Agreement:
(a) may be exercised only with respect to full shares and no
fractional share of stock shall be issued; and
(b) may not be exercised in whole or in part and no cash or
certificates representing shares subject to such option
shall be delivered, if any requisite approval or consent
of any governmental authority of any kind having
jurisdiction over the exercise of options shall not have
been secured.
8. MANNER OF EXERCISE. Subject to such administrative regulations as the
Board of the Directors of the Company may from time to time adopt, the Option
Holder or beneficiary shall, in order to exercise this option give written
notice (the "Notice") to the Company of the exercise price and the number of
shares which he will purchase. Any Notice shall include full payment in United
States dollars of the option exercise price for the shares of stock being
purchased and an undertaking to furnish or execute such documents as the Company
in its discretion shall deem necessary (i) to evidence such exercise, in whole
or in part, of the option evidenced by this Agreement, (ii) to determine whether
registration is then required under the Securities Act of 1933, as then in
effect, and (iii) to comply with or satisfy the requirements of the Securities
Act of 1933, or any other law, as then in effect.
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In addition, the Option Holder shall tender payment of the amount as may
be requested pursuant to Section 14 hereof by the Company for the purpose of
satisfying its liability to withhold federal, state or local income or other
taxes incurred by reason of the exercise of the option.
9. NON-ASSIGNABILITY. This option is not assignable or transferable by
the Option Holder except by will or by the laws of descent and distribution.
10. RIGHTS OF STOCKHOLDER. The Option Holder will have no rights as a
stockholder with respect to any shares covered by this option until the issuance
of a certificate or certificates to the Option Holder for the shares. Except as
otherwise provided in Section 11 hereof, no adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such certificate or certificates.
11. CAPITAL ADJUSTMENTS. The number of shares of Common Stock covered by
this option, and the option price thereof, shall be subject to such adjustments
as the Board of Directors of the Company deems appropriate to reflect any stock
dividend, stock split, share combination, exchange of shares, recapitalization,
merger, consolidation, separation, reorganization, liquidation or the like, of
or by the Company.
In the event the Company shall be party to any merger, consolidation or
corporate reorganization, as the result of which the Company shall be the
surviving corporation, the rights and duties of the Option Holder and the
Company shall not be affected in any manner. In the event the Company shall sell
all or substantially all of its assets or shall be a party to any merger,
consolidation or corporate reorganization, as the result of which the Company
shall not be the surviving corporation, or in the event any other person or
entity may make a tender or exchange offer for stock of the Company whereby such
other person or entity would own more than 50% of the outstanding
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Common Stock of the Company (the surviving corporation, purchaser, or tendering
corporation being collectively referred to as the "purchaser", and the
transaction being collectively referred to as the "transaction"), then the Board
may, at its election, (a) reach an agreement with the purchaser that the
purchaser will assume the obligations of the Company under the option; (b) reach
an agreement with the purchaser that the purchaser will convert the option into
an option of at least equal value as to stock of the purchaser; or (c) not later
than twenty days prior to the effective date of such transaction, notify the
Option Holder and afford to the Option Holder a right for ten days after the
date of such notice to exercise any then unexercised portion of the option.
Within such ten-day period, the Option Holder may exercise any portion of the
option as he may desire and deposit with the Company the requisite cash to
purchase in full and not in installments the Common Stock thereby exercised, in
which case the Company shall, prior to the effective date of the transaction,
issue all Common Stock thus exercised, which shall be treated as issued stock
for purposes of the transaction.
12. LAW GOVERNING. This Agreement is intended to be performed in the
State of Delaware and shall be construed and enforced in accordance with and
governed by the laws of such State.
13. DATE OF GRANT. The date of grant of this option is ________________.
14. WITHHOLDING. It shall be a condition to the obligation of the
Company to issue or transfer shares of stock upon exercise of this option that
the Option Holder pay to the Company, upon its demand, such amount as may be
requested by the Company for the purpose of satisfying its liability to withhold
federal, state or local income or other taxes incurred by reason of the exercise
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of this option. If the amount requested is not paid, the Company may refuse to
issue or transfer shares of stock upon exercise of this option.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and the Option Holder, to evidence his consent
and approval of all the terms hereof, has duly executed this Agreement, as of
the date specified in Section 13 hereof.
ADVANCED TECHNICAL PRODUCTS, INC,
By: _________________________________
Xxxxxxx X. Xxxxxx, Executive Vice President
and Chief Financial Officer
OPTION HOLDER:
_____________________________________
Name:________________________________
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