ART’S-WAY MANUFACTURING CO., INC. Form of Non-Qualified Stock Option Agreement For Awards Granted Under The And STOCK OPTION AGREEMENT
ART’S-WAY
MANUFACTURING CO., INC.
For
Awards Granted Under The
2007
Non-Employee Directors’ Stock Option Plan
And
2007
Employee Stock Option Plan
STOCK
OPTION AGREEMENT
OPTIONEE:
GRANT
DATE:
VESTING
DATE:
NUMBER OF
SHARES: _____
Shares
EXERCISE PRICE PER
SHARE: _____
per Share
EXPIRATION
DATE:
OPTION
NO.: 200_-___
THIS AGREEMENT is made as of
the Grant Date set forth above by and between Art’s-Way Manufacturing Co., Inc.,
a Delaware corporation (the “Company”), and the Optionee named above, who is
[a Non-Employee Director/an
Employee] of the Company.
The Company desires, by affording the
Optionee an opportunity to purchase its Common Stock (the “Shares”), to carry
out the purpose of the [2007
Non-Employee Directors’ Stock Option Plan/2007 Employee Stock Option
Plan] (the “Option Plan”).
NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth, and for other good
and valuable consideration, the parties hereby agree as follows:
1. Option Plan. The
terms, provisions and definitions of the Option Plan are incorporated
herein. Any capitalized term used herein that is not expressly
defined herein shall have the meaning ascribed to it in the Option Plan, a copy
of which has been made available to the Optionee. This Agreement is
in all respects subject to and governed by all of the provisions of the Option
Plan.
2. Grant of
Option. Company hereby grants to the Optionee the right and
option (the “Option”) to purchase all or any part of the aggregate number of
Shares set forth above (the “Option Shares”) (such number being subject to
adjustment as provided in the Option Plan) on the terms and subject to the
conditions set forth in this Agreement. This Option is not intended
to qualify as an “Incentive Stock Option” within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended.
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3. Purchase Price. The
per share purchase price of the Option Shares shall be the Exercise Price Per
Share set forth above (such Exercise Price Per Share being determined under and
subject to adjustment as provided in the Option Plan).
4. Term,
Vesting, Non-transferability and Exercise of Option.
(a) Term. The
term of this Option shall commence on the Grant Date set forth above and shall
continue until the Expiration Date set forth above, which shall be five (5)
years from the Grant Date unless earlier terminated as provided in the Option
Plan.
(b) Vesting. If
this Option is automatically granted to Optionee as provided in the Option Plan,
the Option Shares shall vest and become first exercisable immediately upon the
Grant Date provided above. If this Option was granted pursuant to the
Board of Director’s discretion, the Option Shares shall vest as provided by the
Board of Directors on the Vesting Date provided above. The failure of
Option Shares to vest for any reason whatsoever shall cause the Option to expire
and be of no further force or effect.
(c) Non-transferability. This
Option shall not be transferable by the Optionee otherwise than by will or by
the laws of descent and distribution, and shall be exercisable during the
lifetime of the Optionee only by him or her, or by his or her guardian or legal
representative, and after death of the Optionee pursuant to will or applicable
law provided, however, that any exercise after death of the Optionee shall occur
within one (1) year of the date of death or prior to the Expiration Date,
whichever is sooner. This Option or any interest herein may not be
transferred, assigned, pledged or hypothecated by the Optionee during his or her
lifetime whether by operation of law or otherwise, or be made subject to
execution, attachment or similar process.
(d) Exercise. Payment
for the Option Shares to be received upon exercise of this Option may be made in
cash, in Shares (determined with reference to their Fair Market Value on the
date of exercise) or any combination thereof. To exercise this
Option, the Optionee shall (i) deliver written notice to the Company at its
principal office prior to the Expiration Date, which written notice must be in
the form of attached Exhibit A to this
Agreement, and (ii) deliver payment in full for the Option Shares with respect
to which this Option is then being exercised. Notwithstanding the
foregoing, this Option shall be subject to termination, adjustment, restrictive
covenants and all other provisions of the Option Plan.
5. Restrictive Stock
Legend. The Optionee hereby acknowledges that the Option
Shares to be received upon exercise of this Option will be subject to transfer
restrictions in accordance with federal and state securities
laws. Optionee hereby represents and warrants to the Company that the
Optionee’s acquisition of the Option Shares upon exercise of this Option will be
made as principal for such Optionee’s own account and not for resale or
distribution of such Option Shares. The Optionee further hereby
agrees that the following legend may be placed upon any counterpart of this
Agreement, the stock certificate, or any other document or instrument evidencing
ownership of Option Shares:
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THE
TRANSFERABILITY OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED,
NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS
HAVING ACQUIRED ANY SUCH SHARES FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH
SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED
IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND TERMS OF THE
COMPANY’S BYLAWS AND ANY SHAREHOLDERS’ AGREEMENTS CURRENTLY IN
EFFECT.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR
TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS,
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER
APPLICABLE STATE SECURITIES LAWS.
IN WITNESS WHEREOF, the
Company has caused this Stock Option Agreement to be executed in its corporate
name by its duly authorized officer as of the Grant Date set forth
above.
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COMPANY:
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ART’S-WAY
MANUFACTURING CO., INC.
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By:
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Its:
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OPTIONEE:
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Signature
of Optionee
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Name
of Optionee Typed or Printed
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Address:
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SS#
_____-____-_____
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3
Exhibit
A
NOTICE OF
EXERCISE OF
OPTION
TO: Art’s-Way
Manufacturing Co., Inc.
FROM:
DATE:
RE: Exercise
of Stock Option
I hereby exercise my option to purchase
______ Shares at $_______ per share (total exercise price of $___________)
(“Option”). This notice is given in accordance with the terms of my
Stock Option Agreement (“Agreement”) dated _____________. The option
price and vested amount is in accordance with Sections 3 and 4 of the
Agreement.
I hereby represent that I am exercising
the Option and acquiring the Shares for my own account, for long term investment
and without the intention of reselling or redistributing the
Shares. I understand that the shares are subject to the Company’s
articles of incorporation, bylaws and any shareholder agreements in
effect. I understand that the transfer of shares received upon
exercise of the Option is restricted by federal and state securities laws, and
that a legend to this effect will be placed upon stock certificates evidencing
the Shares in accordance with the Agreement.
Check
one:
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____
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Enclosed
is cash or a cashier’s or certified check payable to Art’s-Way
Manufacturing Co., Inc. for the total exercise price of the shares being
purchased.
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____
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Attached
is a certificate(s) for _____________ shares duly endorsed in blank and
surrendered for the exercise price of the Option Shares being
purchased.
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Please prepare the certificate for the
Shares in the following name(s):
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(Signature)
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(Print
or Type Name)
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Letter
and consideration
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(effective
date of
exercise)
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