NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER EAGLE TEST SYSTEMS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
EXHIBIT 10.22
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
FOR NON-EMPLOYEE DIRECTORS
UNDER EAGLE TEST SYSTEMS, INC.
2006 STOCK OPTION AND INCENTIVE PLAN
2006 STOCK OPTION AND INCENTIVE PLAN
Name of
Optionee:
No. of Option Shares:
Option Exercise Price per Share: $
Grant Date:
Expiration Date:
No. of Option Shares:
Option Exercise Price per Share: $
Grant Date:
Expiration Date:
Pursuant to the Eagle Test Systems, Inc. 2006 Stock Option and Incentive Plan as amended
through the date hereof (the “Plan”), Eagle Test Systems, Inc. (the “Company”) hereby grants to the
Optionee named above, who is a Director of the Company but is not an employee of
the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date
specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the
“Stock”), of the Company specified above at the Option Exercise Price per Share specified above
subject to the terms and conditions set forth herein and in the Plan.
1. Exercisability Schedule. No portion of this Stock Option may be exercised until
such portion shall have become exercisable. Except as set forth below, and subject to the
discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the
exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the
following number of Option Shares on the dates indicated:
| Incremental Number of | ||||||||
| Option Shares Exercisable | Exercisability Date | |||||||
| (___%) | ||||||||
| (___%) | ||||||||
| (___%) | ||||||||
In the event of the termination of the Optionee’s service as a director of the Company because
of death, this Stock Option shall become immediately exercisable in full, whether or not
exercisable at such time. Notwithstanding anything herein to the contrary, immediately prior to
the occurrence of a Sale Event (as defined in the Plan), this Stock Option shall be deemed vested
and exercisable in full. Once exercisable, this Stock Option shall continue to be exercisable at
any time or times prior to the close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.
2. Manner of Exercise.
(a) The Optionee may exercise this Stock Option only in the following manner: from time to
time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice
to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to
be purchased.
Payment of the purchase price for the Option Shares may be made by one or more of the
following methods: (i) in cash, by certified or bank check or other instrument acceptable to the
Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that
have been purchased by the Optionee on the open market or that are beneficially owned by the
Optionee and are not then subject to restrictions under any Company plan and that otherwise satisfy
any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to
the Company a properly executed exercise notice together with irrevocable instructions to a broker
to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the
option purchase price, provided that in the event the Optionee chooses to pay the option purchase
price as so provided, the Optionee and the broker shall comply with such procedures and enter into
such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or
(iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to
collection.
The transfer to the Optionee on the records of the Company or of the transfer agent of the
Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for
the Option Shares, as set forth above and any agreement, statement or other evidence that the
Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the
exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be
in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the
purchase price by previously-owned shares of Stock through the attestation method, the number of
shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of
the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to
the Optionee on the records of the Company or of the transfer agent upon compliance to the
satisfaction of the Administrator with all requirements under applicable laws or regulations in
connection with such transfer and with the requirements hereof and of the Plan. The determination
of the Administrator as to such compliance shall be final and binding on the Optionee. The
Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall
have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the
stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting,
dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at
any one time shall be 100 shares, unless the number of shares with respect to
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which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option
at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.
3. Termination as Director. If the Optionee ceases to be a Director of the Company,
the period within which to exercise the Stock Option may be subject to earlier termination as set
forth below.
(a) Termination by Reason of Death. If the Optionee ceases to be a Director by reason
of the Optionee’s death, this Stock Option may be exercised by his or her legal representative or
legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier.
(b) Other Termination. If the Optionee ceases to be a Director for any reason other
than the Optionee’s death, this Stock Option may be exercised, to the extent exercisable on the
date of termination, for a period of 90 days from the date of termination or until the Expiration
Date, if earlier.
4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this
Stock Option shall be subject to and governed by all the terms and conditions of the Plan,
including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a different meaning is
specified herein.
5. Transferability. This Agreement is personal to the Optionee, is non-assignable
and is not transferable in any manner, by operation of law or otherwise, other than by will or the
laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s
lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or
legatee.
6. No Obligation to Continue as a Director. Neither the Plan nor this Stock Option
confers upon the Optionee any rights with respect to continuance as a Director.
7. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Optionee at the address on file
with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.
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8. Amendment. Pursuant to Section 16 of the Plan, the Administrator may at any time
amend or cancel any outstanding portion of this Stock Option, but no such action may be taken that
adversely affects the Optionee’s rights under this Agreement without the Optionee’s consent.
| EAGLE TEST SYSTEMS, INC. | ||||||
| By: | ||||||
| Title: | ||||||
The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by
the undersigned.
Dated: |
||||||||
| Optionee’s Signature | ||||||||
| Optionee’s name and address: | ||||||||
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