MAGNETECH INTEGRATED SERVICES CORP.
Exhibit
10.19
MAGNETECH
INTEGRATED SERVICES CORP.
2005
STOCK OPTION PLAN AGREEMENT
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Name
of Optionee:
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Type
of Shares:
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Common
Stock
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Date
of Grant:
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No
of Shares:
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Type
of Option:
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Price
per Share:
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[Insert
either Incentive Stock Option (“ISO”) or Non-Qualified Stock Option
(“NQSO)]
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[Price
per Share must be at least 100 % of fair market value as of the
date of
the grant]
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This
Stock Option Agreement (this “Agreement”) by and between MAGNETECH INTEGRATED
SERVICES CORP. or one of its subsidiaries (collectively herein “MAGNETECH”) and
the Optionee named above (the “Optionee”) evidences the grant, by MAGNETECH of a
Stock Option to the Optionee on the date stated above (the “Date of Grant”) and
the Optionee’s acceptance of such option in accordance with the provisions of
the Magnetech Integrated Services Corp. 2005 Stock Option Plan Agreement
(the
“Plan”). MAGNETECH and the Optionee agree as follows:
1. Shares
Optioned and Option Prices. The
Optionee is hereby granted a Stock Option (either as an Incentive Stock Option
(“ISO”) or a Non-Qualified Stock Option (“NQSO”), as designated above) to
purchase the number of shares of Common Stock of MAGNETECH stated above (the
“Shares”) at the price per Share stated above which is at least 100% of the fair
market value [or
110% if this is an ISO and the shareholder is more than a 10% owner of voting
stock]
of such
Shares as of the date of the grant (“Exercise Price”), subject to the terms and
conditions of this Agreement and the Plan (the “Option”). [For
ISO’s insert: The Option is intended to be an Incentive Stock Option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).]
2. Exercise
Period.
The
term of the Option is a period of _____ (__) years [not
to exceed five years]
years
from the Date of Grant (the “Option Term”), subject to earlier termination as
provided below. The option shall be exercisable: [Insert
one of the following:
in full
at any time, prior to its expiration, subject to the exceptions provided
in
Paragraph 3 below. OR
is
exercisable prior to its expiration in the following installments:
______________________________________________, subject to the exceptions
provided in Paragraph 3 below.] When the Option becomes exercisable with
respect
to any Shares, those Shares may be purchased at any time, or from time to
time,
in whole or in part, until the Option Term expires, but in no case may fewer
than ___ Shares be purchased at any one time. Notwithstanding the foregoing,
the
Board of Directors of MAGNETECH (the “Board”), at any time may waive any
exercise restrictions contained in this Paragraph 2 to the extent such exercise
restrictions are not otherwise required under applicable Plan
provisions.
3. Exceptions
Due to Termination of Employment.
Notwithstanding the provisions of Paragraph 2 above:
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(a)
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In
the event the Optionee ceases to be an employee of MAGNETECH prior
to age
65 for any reason other than death, Disability or Good Reason or
termination by MAGNETECH without Cause (as such terms are defined
in the
Plan), the Option shall be terminated effective immediately on
the day
prior to the date on which the Optionee’s employment
terminates.
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(b)
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In
the event the Optionee ceases to be an employee of MAGNETECH by
termination after age 65, by the Optionee for Good Reason or by
MAGNETECH
without Cause or due to death (as such terms are defined in the
Plan), the
Option shall become immediately exercisable in full for the three
(3)
month period commencing on the date of the Optionee’s termination of
employment for any of the foregoing reasons and, at the conclusion
of the
three (3) month period, the Option shall terminate. In the event
of
termination for Disability (as defined in the Plan), the Option
shall
become immediately exercised in full for the one year period commencing
on
the date of the Optionee’s termination of employment for Disability, and,
at the conclusion of the one year period, the Option shall terminate.
Notwithstanding anything contained herein to the contrary, upon
the
termination of Optionee’s employment for any of the reasons set forth in
this Paragraph
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3(b),
the
Board (in its sole discretion) at any time during the exercise period may
redeem
any of the Optionee’s unexercised Options by paying to the Optionee or his or
her personal representative, an amount equal to the difference between the
Exercise Price and the then fair market value of the Shares, as determined
in
accordance with § 422 of the Code.
4. Exercise.
The
Option may be exercised by the Optionee by delivering or mailing a written
and
signed notice of the exercise together with full payment of the purchase
price
to the President or CFO of MAGNETECH. If any person other than the Optionee
purports to be entitled to exercise all or any portion of the Option, the
written notice shall be accompanied by proof, satisfactory to MAGNETECH,
of that
entitlement. The written notice shall be accompanied by full payment of the
Exercise Price. The written notice will be effective and the Option shall
be
deemed exercised to the extent specified in the notice on the date that the
written notice (together with the required payment) is received by the President
or CFO of MAGNETECH at its then existing executive offices during regular
business hours.
5. Transfer
of Shares Upon Exercise. As
soon
as practicable after receipt of an effective written notice of exercise and
full
payment of the purchase price as provided in Xxxxxxxxx 0, XXXXXXXXX shall
cause
ownership of the appropriate number of Shares to be transferred to Optionee
by
having a certificate or certificates for those Shares registered in Optionee’s
name and delivering a certificate for such shares to Optionee.
6. Transferability.
The
rights under this Agreement may not be transferred except by will or the
laws of
descent and distribution, except that this Agreement may be transferred by
the
Optionee to a revocable trust, or any other trust qualifying as a “grantor
trust” under Sections 671-677 of the Internal Revenue Code of 1986, as amended,
to be held during the lifetime of the Optionee for his or her benefit. The
rights under this Agreement may be exercised during the lifetime of the Optionee
only by the Optionee.
7. Notice
of Transfer.
With
respect to ISO’s, Optionee understands and agrees that for tax reasons, it is
intended that the Optionee will not sell or transfer shares of common stock
received upon exercise of the Option prior to the later of (a) two (2) years
from the date of grant of the Option or (b) one (1) year from the date of
the
exercise of the Option. To the extent Optionee sells shares prior to the
later
of the two dates specified in the preceding sentence, Optionee shall immediately
notify MAGNETECH in writing of any such sale.
8. Authorized
Leave Authorized
leaves of absence from MAGNETECH approved by the Board shall not constitute
a
termination of employment for purposes of this Agreement.
9. Shareholder
Agreement Optionee
acknowledges that under the Plan, the Board may require that the Optionee
upon
purchase of shares execute a form of Shareholder Agreement which could restrict
the rights of the Optionee to sell, assign, pledge or otherwise transfer
shares
except pursuant to terms of such Shareholder Agreement.
10. No
Right to Continued Service.
Nothing
in this Agreement shall be deemed to confer on the Optionee any right to
continue in the employ of MAGNETECH or to affect any rights of MAGNETECH
or the
shareholders of MAGNETECH to terminate the service of the Optionee at any
time.
11. The
Plan.
The
Option and this Agreement are subject to the provisions of the Internal Revenue
Code and all the terms, provisions and conditions of the Plan, which is
incorporated herein by reference, and to such regulations as may from time
to
time be adopted by the Board. A copy of the Plan may be obtained from MAGNETECH
at any time. In the event of any conflict between the provisions of the Plan
and
the provisions of this Agreement, the terms, conditions and provisions of
the
Plan shall control, and this Agreement shall be deemed to be modified
accordingly.
12. Notices.
All
notices by the Optionee or his or her assigns to MAGNETECH shall be addressed
to
Magnetech .Integrated Services Corp., 0000 X. Xxxxxx Xxxxxx, Xxxxx Xxxx,
Xxxxxxx
00000; Attention: President, or such other address as MAGNETECH may, from
time
to time, specify.
-2-
IN
WITNESS WHEREOF, MAGNETECH, by its duly authorized officer, and the
Optionee
have executed this Agreement on the date or dates indicated below,
effective as
of _______________________.
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MAGNETECH
INTEGRATED SERVICES CORP.
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By:
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/s/ Xxxx X. Xxxxxxx | |
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Its:
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President | |
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Dated:
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September 30, 2005 | |
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OPTIONEE
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____________________________,
Optionee
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Dated:
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-3-
Exhibit
1 to 2005 Stock Option Plan Agreement
Recipients
of Stock Options
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Grant
Date
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Name
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Type
of Option
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Number
of
Shares
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Price
per Share
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Exercise
Period
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Manner
of Exercise
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9/30/05
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Xxxxxxx
X. Xxxxxx
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Incentive
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100,000
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$0.25
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5
Years
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(1)
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9/30/05
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Xxxxx
X. Xxxxx
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Incentive
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100,000
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$0.25
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5
Years
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(1)
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9/30/05
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Xxxxxxx
Xxxxxxxxxx
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Incentive
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100,000
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$0.25
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5
Years
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(1)
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9/30/05
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J.
Xxxxxx Xxxxxxxx
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Incentive
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100,000
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$0.25
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5
Years
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(1)
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9/30/05
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Xxxxxxx
X. Xxxxxxxxx
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Incentive
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100,000
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$0.25
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5
Years
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(1)
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(1)
Exercisable in 25% cumulative increments on and after the first four
anniversaries of grant date.
