EXHIBIT 10.5
STOCK OPTION AGREEMENT
FOR THE GRANT OF
NON-QUALIFIED STOCK OPTIONS UNDER THE
UNIFAB INTERNATIONAL, INC.
EMPLOYEE LONG-TERM INCENTIVE PLAN
THIS AGREEMENT is entered into and effective as of _____________, by
and between UNIFAB International, Inc., a Louisiana corporation (the "Company"),
and _______________________ (the "Optionee").
WHEREAS Optionee is a key employee of the Company and the Company
considers it desirable and in its best interest that Optionee be given an
inducement to acquire a proprietary interest in the Company and an incentive to
advance the interests of the Company by possessing an option to purchase shares
of the common stock of the Company, $.01 par value per share (the "Common
Stock") in accordance with the UNIFAB International, Inc. Employee Long-Term
Incentive Plan (the "Plan").
NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:
▇.
▇▇▇▇▇ of Option
The Company hereby grants to Optionee the right, privilege and option to
purchase ______ shares of Common Stock (the "Option") at an exercise price of
$________ (the "Exercise Price"). The Option shall be exercisable at the time
specified in Section II below. The Option is a non-qualified stock option and
shall not be treated as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
II.
Time of Exercise
2.1 Subject to the provisions of the Plan and the other provisions of
this Section II, the Optionee shall be entitled to exercise the Option as
follows:
With respect to one-third of the shares of Common Stock subject to the
Option, beginning on the Date of Grant;
With respect to two-thirds of the shares of Common Stock subject to the
Option, less any shares previously issued, beginning one year following
the Date of Grant; and
With respect to all of the shares of Common Stock subject to the
Option, less any shares previously issued, beginning two years
following the Date of Grant.
The Option shall expire and may not be exercised later than ten years
following the Date of Grant.
2.2 During Optionee's lifetime, the Option may be exercised only by him
or his guardian if he has been declared incompetent. In the event of death, the
Option may be exercised as provided herein by the Optionee's estate or by the
person to whom such right devolves as a result of the Optionee's death.
2.3 If an Optionee ceases to be an employee because of death,
disability within the meaning of Section 22(e)(3) of the Code ("Disability") or
retirement, the Option must be exercised, to the extent otherwise exercisable at
the time of termination of employment, within one year from the date on which
the Optionee ceases to be an employee, but in no event later than ten years
following the Date of Grant.
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2.4 If Optionee's employment is terminated, other than as a result of
death, disability or retirement, the Option must be exercised, to the extent
otherwise exercisable at the time of termination of employment, within 30 days
from the date on which Optionee ceases to be an employee, but in no event later
than ten years following the date of grant.
III.
Method of Exercise of Option
3.1 Optionee may exercise all or a portion of the Option by delivering
to the Company a signed written notice of his intention to exercise the Option,
specifying therein the number of shares to be purchased. Upon receiving such
notice, and after the Company has received full payment of the Exercise Price,
the appropriate officer of the Company shall cause the transfer of title of the
shares purchased to Optionee on the Company's stock records and cause to be
issued to Optionee a stock certificate for the number of shares being acquired.
Optionee shall not have any rights as a shareholder until the stock certificate
is issued to him.
3.2 The Option may be exercised by the payment of the Exercise Price is
cash, in shares of Common Stock held for six months or in a combination of cash
and shares of Common Stock held for six months. The Optionee may also pay the
Exercise Price by delivering a properly executed exercise notice together with
irrevocable instructions to a broker approved by the Compensation Committee
(with a copy to the Company) to promptly deliver to the Company the amount of
sale or loan proceeds to pay the Exercise Price.
IV.
No Contract of Employment Intended
Nothing in this Agreement shall confer upon Optionee any right to
continue in the employment of the Company or any of its subsidiaries, or to
interfere in any way with the right of the Company or any of its subsidiaries to
terminate Optionee's employment relationship with the Company or any of its
subsidiaries at any time.
V.
Binding Effect
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors.
VI.
Non-Transferability
The Option granted hereby may not be transferred, assigned, pledged or
hypothecated in any manner, by operation of law or otherwise, other than by
will, by the laws of descent and distribution or pursuant to a domestic
relations order, as defined in the Code, and shall not be subject to execution,
attachment or similar process.
VII.
Inconsistent Provisions
The Option granted hereby is subject to the provisions of the Plan as
in effect on the date hereof and as it may be amended. In the event any
provision of this Agreement conflicts with such a provision of the Plan, the
Plan provision shall control.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed on the day and year first above written.
Sincerely,
UNIFAB INTERNATIONAL, INC.
By:
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, Administrator
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, Optionee
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