MARLTON TECHNOLOGIES, INC. STOCK OPTION AGREEMENT
MARLTON
TECHNOLOGIES, INC.
THIS
STOCK OPTION (the “Option”) is granted as of the 20th day of
December 2004, by MARLTON TECHNOLOGIES, INC., a Pennsylvania corporation (the
“Company”) to XXXXX X. XXXXX (the “Optionee”).
W I T
N E S S E T H :
1.
Grant. Pursuant
to the Company’s 2001 Equity Incentive Plan (the “Plan”), the Company hereby
grants to the Optionee Stock Options (the “Options”) to purchase on the terms
and conditions set forth herein, an aggregate of One Hundred Twenty-Five
Thousand (125,000) shares (appropriately adjusted for any subsequent stock
splits, stock combinations or similar capital restructuring) of the Company’s
Common Stock, no par value per share (the “Option Shares”), at a purchase price
per share of Seventy-Five Cents ($.75) (the “Option Price”).
2.
Term. This
Option Agreement and Optionee’s right to exercise Options vested in accordance
with Paragraph 3 shall terminate on the earlier of (i) December 19, 2009, or
(ii) upon termination of Optionee’s employment or Employment Agreement with the
Company, provided that in the event of termination due to Optionee’s death or
disability, Optionee (or Optionee’s spouse or estate) may exercise this Option
Agreement for a period of six months following the date of termination as to
Options fully vested on or before the date of termination.
3.
Vesting. The
Options will vest in full on the date of this Agreement.
4.
Method
of Exercise and Payment. Vested
Options may be exercised from time to time, in whole or in part. The Option may
be exercised by written notice to the Company specifying the total number of
Option Shares to be exercised. The notice shall be accompanied by payment in
cash or by check equal to the aggregate Option Price of all Option Shares
covered by such notice.
5.
Notices. Any
notice to be given to the Company shall be addressed to the Company at its
principal executive office, and any notice to be given to the Optionee shall be
addressed to the Optionee at the address then appearing on the records of the
Company or at such other address as either party hereafter may designate in
writing to the other. Any such notice shall be deemed to have been duly given
when deposited in the United States mail, addressed as aforesaid, registered or
certified mail, and with proper postage and registration or certification fees
prepaid.
6.
General. This
Option shall not be assignable by Optionee. Stock certificates representing the
Option Shares acquired shall bear any legends required by applicable state and
federal securities laws. Company stock issuances are unregistered, requiring a
one year holding period.
7.
Tax
Provision. This
Option Agreement shall be interpreted and construed in a manner consistent with,
and to satisfy the requirements of, the incentive stock option provisions of the
Internal Revenue Code of 1986, as it may be amended from time to time (the
“Code”) and of the Plan. This Option Agreement is intended to satisfy the
requirements of the Plan, Section 422A(b) of the Code and qualify for special
tax treatment under Section 421 et seq. of the Code.
IN
WITNESS WHEREOF, the parties have executed this Option Agreement as of the day
and year first above written.
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MARLTON
TECHNOLOGIES, INC. | |
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Attest: |
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/s/
Xxxx X. Xxxxxxxx
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By:/s/
Xxxxxx X
Xxxxxxxx
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Xxxx
X. Xxxxxxxx, Secretary |
Xxxxxx
X. Xxxxxxxx, President |
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Witness:
|
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/s/
Xxxxx
Xxxxx
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/s/
Xxxxx X. Xxxxx |
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Optionee:
Xxxxx X. Xxxxx |
