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EXHIBIT 4.2
TRANSTECHNOLOGY CORPORATION
STOCK OPTION AGREEMENT -- 1999 PLAN
This Agreement dated as of _________________ (the "Agreement")
between TransTechnology Corporation, a Delaware corporation (the
"Company"), and________________________________________________________
___________("Optionee").
WHEREAS, pursuant to the TransTechnology Corporation 1999 Long
Term Incentive Plan (the "Plan"), the Board of Directors and
shareholders have authorized the granting to Optionee of options to
purchase shares of common stock ($0.01 par value, per share) of the
Company (the "Shares") upon the terms and conditions hereinafter
stated.
NOW, THEREFORE, in consideration of the covenants herein set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. SHARES AND PRICE. The Company grants to Optionee the right to
purchase, upon and subject to the terms and conditions herein
stated and the terms and conditions of the Plan,
__________________ Shares, at the purchase price of $______
per share (the "Options"). The purchase price is payable in
accordance with Paragraph 4 hereof.
2. TERM OF OPTION. The Options shall expire five (5) years from
the date hereof.
3. EXERCISABILITY. Subject to the provisions hereof, the Options
shall become exercisable in one or more installments set forth
below. Each installment shall be for the numbers of Shares and
exercisable (in whole or in part) upon and after the dates set
forth below.
Date Number of Shares
---- ----------------
__________________ ________ Shares
__________________ ________ Shares
__________________ ________ Shares
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The installments shall be cumulative, i.e., the Options may be
exercised, as to any or all shares covered by an installment, at any
time after an installment becomes exercisable and until expiration or
termination of the Options granted hereunder.
4. EXERCISE AND PAYMENT OF PURCHASE PRICE. The Options may only be
exercised by delivery to the Company of a written notice of exercise,
in form acceptable to the Company, stating the number of Shares then
being purchased hereunder and a check made payable to the Company, or
cash, in the amount of the purchase price of such Shares. Optionee may
exercise Options only with respect to whole numbers of shares. No
Shares shall be issued until full payment therefor has been made. At
the discretion of the Board of Directors, the Options may be exercised
with Shares of the Company owned by the Optionee at the time of
exercise or issuable to the Optionee upon exercise of the Options, in
either case with such Shares having a market value equal to the product
of the purchase price at the date of exercise and the number of Shares
with respect to which such Options are thereby exercised.
5. TERMINATION OF EMPLOYMENT. If Optionee ceases to be employed by the
Company or a subsidiary thereof for any reason other than his death or
disability, either Optionee or the person entitled to succeed to his
rights hereunder shall have the right, at any time within three months
after such termination of employment and prior to the expiration of
this option pursuant to Paragraph 2 hereof, to exercise this option to
the extent, but only to the extent, that this option was exercisable at
the date of such termination of employment; provided, however, that all
rights under this option shall expire in any event on the day specified
in Paragraph 2 hereof or three months after Optionee terminates
employment, whichever first occurs.
6. DEATH OF OPTIONEE AND NO ASSIGNMENT. The Options shall not be
assignable or transferable except by will or by the laws of descent and
distribution and shall be exercisable during the Optionee's lifetime
only by the Optionee. In the event of the Optionee's death, the Options
held by such Optionee may thereafter be exercised, to the extent such
Options were exercisable at the time of death or on such accelerated
basis as the Board of Directors' Committee (the "Committee") may
determine at or after grant (or as may be determined in accordance with
procedures established by the Committee), by the legal representative
of the estate or by the legatee of the Optionee under the will of the
Optionee, until the first to occur of (i) the date that is one year
from the date of the Optionee's death, or (ii) the date such Options
expire pursuant to Paragraph 2 hereof.
7. TERMINATION BY REASON OF DISABILITY. If the Optionee's employment by
the Company and any subsidiary terminates by reason of disability, any
Option held by such Optionee may thereafter be exercised by the
Optionee, to the extent it was exercisable at the time of termination
or on such accelerated basis as the Committee may determine at or after
grant (or as may be determined in accordance with procedures
established by the Committee), until the first to occur of (i) the date
that is one year (or such other period as the Committee may
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specify at grant) from the date of such termination, or (ii) the date
such Options expire pursuant to Paragraph 2 hereof.
8. EMPLOYMENT OF OPTIONEE. In consideration of the granting of this option
by the Company, the Optionee agrees to render faithful and efficient
services to the Company or a subsidiary thereof, with such duties and
responsibilities as the Company or such subsidiary shall from time to
time prescribe, for a period of at least one year from the date this
option is granted. Nothing in this Agreement or in the Plan shall
confer upon the Optionee any right to continue in the employ of the
Company or any subsidiary thereof or shall interfere with or restrict
in any way the rights of the Company and its subsidiaries, which are
hereby expressly reserved, to discharge the Optionee at any time for
any reason whatsoever, with or without good cause.
9. CHANGE OF CONTROL. In the event of a Change of Control, as defined in
the Plan, (except if the Board of Directors of the Company provides
otherwise prior to the Change of Control as permitted under the Plan),
the Options shall become immediately exercisable; provided, however,
that any Option which has been outstanding for less than six months on
the date of such Change of Control shall be exercisable immediately if
the grant of such Option was approved by the Board of Directors or the
Committee as provided for in Section 2 of the Plan.
10. NO RIGHTS AS STOCKHOLDERS. Optionee shall have no rights as a
stockholder with respect to the Shares covered by the Options until the
date of the issuance of stock certificates representing the Shares
acquired pursuant to the exercise of the Options. No adjustment will be
made for dividends or other rights for which the record date is prior
to the date such stock certificates are issued pursuant to the exercise
of the Options.
11. MODIFICATION AND TERMINATION. The rights of Optionee are subject to
modification and termination in certain events as provided in the Plan.
12. SHARES PURCHASED FOR INVESTMENT. Optionee represents and agrees that if
Optionee exercises the Options in whole or in part, Optionee shall
acquire the Shares upon such exercise for the purpose of investment and
not with a view to their resale or distribution. The Company reserves
the right to include a legend on each certificate representing Shares
subject to the Options, stating in effect that such Shares have not
been registered under the Securities Act of 1933, as amended (the
"Act"), and may not be transferred without registration under the Act
or an exemption therefrom.
13. THIS AGREEMENT SUBJECT TO PLAN. Optionee acknowledges that Optionee has
read and understands the Plan. This Agreement is made pursuant to the
provisions of the Plan, and is intended, and shall be interpreted in a
manner, to comply therewith. Any provision hereof inconsistent with the
Plan shall be superseded and governed by the Plan. The provisions of
the Plan are incorporated herein by this reference.
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14. GOVERNING LAW. To the extent not preempted by Federal law, this
Agreement shall be construed in accordance with and shall be governed
by the laws of the State of Delaware.
15. NOTICES. Any notices or other communication required or permitted
hereunder shall be sufficiently given if delivered personally or sent
by registered or certified mail, postage prepaid, to the Company at its
corporate headquarters, and to the Optionee at the last address
maintained for such person in the records of the Company, or to such
other address as shall be furnished in writing by either party to the
other party, and shall be deemed to have been given as of the date so
delivered or deposited in the United States mail, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement effective
as of the date first written above.
TRANSTECHNOLOGY CORPORATION
("Company")
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Xxxxxxx X. Xxxxxxxxx
Chairman, President and CEO
("Optionee")
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Optionee Name
Grant Number: _______
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