MET-PRO CORPORATION STANDARD FORM FOR THE NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
Exhibit
(10) (aq)
MET-PRO
CORPORATION
STANDARD
FORM FOR THE
NON-EMPLOYEE
DIRECTOR STOCK OPTION AGREEMENT made as of the 11th day of December, 2009,
between MET-PRO CORPORATION, a Pennsylvania corporation (the “Company”), and
, a non-employee Director of the Company (“Optionee”).
Pursuant
to and under the terms of the Met-Pro Corporation 2005 Equity Incentive Plan
(the “Plan”), the Company hereby grants the Optionee the option to acquire
Common Shares, par value $.10 per share, of the Company on the following terms
and conditions:
1.
GRANT OF
OPTION. The
Company hereby grants to Optionee the right and option (the “Option”) to
purchase up to __________ (_________) Common Shares, par value $.10 per share,
of the Company (the “Shares”), to be transferred to the Optionee upon the
exercise hereof, fully paid and nonassessable. This Option is a
non-statutory stock option under the Plan and is not intended to be an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as
amended.
2.
OPTION PRICE. The
exercise price of the Option shall be _________ dollars and ________ cents
($______) per share. The Company shall pay all original issue or transfer taxes
on the exercise of the Option.
3.
VESTING OF
OPTION.
(a) Subject
to Section 3(b) and Section 4(c) hereof and the other provisions hereof, the
Option shall be exercisable commencing upon the date hereof as
follows:
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Number
of Shares
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Date
first exercisable
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|
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December
11, 2010
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||
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December
11, 2011
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||
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December
11, 2012
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(b)
Subject to Section 4(c) hereof, any portion of the Option that shall not yet be
exercisable under the terms of Section 3(a) shall immediately and without action
by any party become exercisable upon the earlier to occur of the following: (i)
a Change of Control (as hereafter defined); (ii) the death of Optionee; (iii) a
declaration of permanent and total disability of the Optionee (as defined in
Section 22(e) of the Internal Revenue Code) (hereafter, “permanent and total
disability”) together with a declaration of Optionee’s eligibility for Social
Security disability benefits; and (iv) any other cessation or termination of the
Optionee’s services to the Company as a non-employee Director, other than in
connection with the foregoing provisions of this Section 3(b) and other than as
a result of a removal for cause; provided, however, that only such portion(s) of
the Option that was (were) granted more than one year prior to such cessation or
termination shall become exercisable upon such cessation or
termination.
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(c) For
purposes of this Agreement, (i) the term “Change in Control” shall have the same
definition as set forth in any Key Employee Severance Agreement from time to
time in effect between the Company and any key employee of the Company; and (ii)
the cessation of Optionee’s services to the Company as a result of (A)
retirement pursuant either to (X) a pension or retirement plan adopted by the
Company or (Y) at or after the normal retirement date prescribed from time to
time by the Company or (B) the decision by the Company not to
re-nominate the Optionee for election to the Board of Directors regardless of
the reason therefore shall not be deemed to be a removal for cause.
4.
EXPIRATION OF
OPTION.
(a) Subject
to earlier expiration as provided for by Section 4(b) or Section 4(c) hereof,
the Option shall not be exercisable after and, if not previously exercised,
shall expire at 5:00 P.M., Harleysville, PA time, on December 11,
2019.
(b) If the Optionee’s
services as a non-employee Director of the Company or of a parent or subsidiary
corporation of the Company are terminated or shall otherwise cease without
regard to the reason therefore except as provided for in Section 4(c) hereof,
this Option shall expire on the earlier of December 11, 2019 or the second
anniversary of the date of termination or cessation of services as a
Director.
(c) Notwithstanding
Sections 3, 4(a) and 4(b) hereof, this Option, whether vested or not, shall
expire without any further act by the Company, as follows:
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(i)
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Upon
the date that the Optionee is removed for cause from service as a
Director;
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(ii)
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Upon
the commission of any act for which either criminal or civil penalties may
be sought;
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|
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(iii)
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Upon
the willful violation of any of the Company’s written
policies;
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|
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(iv)
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Upon
engaging in any activity which is competition with the Company, or any
parent or subsidiary of the Company; or
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(v)
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Upon
any unauthorized disclosure of the confidential information or trade
secrets of the Company or of any parent or subsidiary of the
Company.
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(d) In
the event of death, Optionee’s rights may be exercised by the
estate of the Optionee or by the person acquiring the right to exercise the
Option by bequest, inheritance or by reason of the death of the
Optionee.
5.
[Intentionally
deleted]
6.
NON-ASSIGNABILITY
OF OPTION. The Option shall not be
given, granted, sold, exchanged, transferred, pledged, assigned or
otherwise encumbered or disposed of by Optionee, excepting by Will or the
laws of descent and distribution, and, during the lifetime of Optionee, shall
not be exercisable by any other person, but only by Optionee.
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7.
METHOD OF
EXERCISE OF OPTION. Optionee shall notify the
Company by written notice sent by registered or certified mail, return receipt
requested, addressed to its President at its principal office, or by hand
delivery to such person at such office, properly receipted. The
notice shall specify the number of Shares which Optionee
desires to purchase under the Option (which number shall be in multiples of One
Hundred (100) Shares, excepting any last unexercised amount of less than One
Hundred (100) Shares), and shall be accompanied by a check payable to the order
of the Company for the full exercise price of the Shares
purchased. Alternatively, Optionee may make payment for the Shares
utilizing any of the payment methods permitted by the Plan. As soon
as practicable after the receipt of such written notice and payment, the Company
shall, at its principal office, tender to Optionee a certificate or certificates
issued in Optionee’s name evidencing the Shares thus purchased by Optionee
hereunder.
8.
ADJUSTMENTS UPON
CHANGES IN CAPITALIZATION. In the event of changes
in the outstanding Common Shares of the Company by reason of stock dividends,
stock splits (whether forward or reverse), split-ups, recapitalization, mergers,
consolidations, combinations, exchanges of shares, separations,
reclassifications, reorganizations, or liquidations, the number of Shares
issuable upon exercise of the Option, the Option price thereof and the number of
Shares subject to vesting as set forth in Section 3(a) hereof shall be
correspondingly adjusted by the Company. Any such adjustment in the
number of Shares and the price thereof shall apply proportionately only to the
then unexercised portion of the Option. If fractional shares would
result from any such adjustment, the adjustment shall be revised to the next
lower whole number of shares.
9.
NO RIGHTS AS
SHAREHOLDER. Optionee shall have no
rights as a shareholder in respect to the Shares as to which the Option shall
not have been exercised and payment made as herein provided.
10.
BINDING
EFFECT. Excepting as herein
otherwise expressly provided, this Agreement shall be binding upon and inure to
the benefit of the parties hereto, their legal representatives, successors and
assigns.
11.
CONFLICT. In the event of any
conflict between the Plan and this Agreement, the terms of the Plan shall take
precedence. A provision set forth herein which is not addressed by the Plan
shall be given effect to except to the extent to which it is in conflict with
the Plan.
12.
GOVERNING
LAW. This
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
| MET-PRO CORPORATION | |
| By: | |
| Xxxxxxx X. Xx Xxxx | |
| Chairman, CEO & President | |
| , Optionee |
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