EXHIBIT 10.6
EMPLOYEE INCENTIVE STOCK OPTION
CERTIFICATE AND AGREEMENT
AGREEMENT, dated as of this __st day of _________, 19__ between Albany
Molecular Research, Inc. (the "Company"), a New York corporation, and
_____________ ("The Optionee").
WITNESSETH:
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WHEREAS:
A. The directors and shareholders of the Company have heretofore adopted
the 1992 Stock Option Plan of Albany Molecular Research, Inc. (the "Plan") to
permit options to be granted to certain key employees of the Company to purchase
shares of the Common Stock of the Company (the "Common Stock"); and
B. The Optionee is now employed by the Company in a key capacity, and the
Company desires (i) Optionee to remain in such employ and (ii) to secure or
increase his/her stock ownership in the Company in order to increase his/her
incentive and personal interest in the welfare of the Company;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Nothing herein contained shall be deemed to confer upon the Optionee
any right to continue in the employ of the Company, nor to interfere in any way
with the right of the Company to terminate the employment of the Optionee.
2. The Company hereby grants to the Optionee an incentive stock option,
within the meaning of Section 422A of the Internal Revenue Code, (the "Option")
to purchase from the Company, in accordance with the Vesting Schedule below, in
whole of the aggregate number of options vested at any time after three (3)
years from the date hereof, or in part, provided that the minimum number of
options exercised is at least 500 (or <>if under 500), from time to time
after three (3) years from the date hereof, during the ten (10) year period
commencing from the date hereof, an aggregate of <> shares of Common
Stock (the "Optioned Shares").
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YEARS OF SERVICE PERCENTAGE VESTED AGGREGATE NUMBER OF SHARES
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Less than 3 0% 0
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3 60% <>
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4 80% <>
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5 100% <>
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3. The option price is $________ per Optioned Share, subject to
adjustment as provided in Section 8 hereof, which was not less than 100% of the
fair market value of the optioned shares on the grant date.
4. The Option may be exercised Option, delivered or mailed to the
Company at its principal office, specifying the number of only by written
notice of the Optioned Shares in respect of which the Option is being
exercised, and accompanied by intent to exercise the payment for such shares by
certified check, subject to collection, payable to the order of the Company;
provided however, that if in its sole discretion and in accordance with the
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Plan, the Administrator (as defined in Section 8 below) shall so determine, all
or any portion of such payment may be made in kind by the delivery of shares of
Common Stock having a fair market value at the time of payment equal to the
portion of the option price so paid. Upon payment of the purchase price, the
purchased Optioned Shares shall be fully paid and non-assessable.
5. If the Company shall be required to withhold any amounts by reason of
any federal, state or local rules or regulation in respect to the issuance of
shares pursuant to the exercise of the Option, the Company shall be entitled to
deduct and withhold such amount from any cash payments to be made to the
Optionee, whether from wages, bonus or otherwise. In any event, the Optionee
shall pay to the Company, promptly upon request by the Company, sufficient funds
to meet the requirements of such withholding, and the Company shall be entitled
to take and authorize such funds made available to it out of any funds or
property due or to become due to the Optionee.
6. During the life of the Optionee, the Option shall not be transferable
and may be exercised only by the Optionee. In the event the employment of the
Optionee is terminated by reason of his disability, the Option, to the extent it
has not theretofore expired or been exercised or otherwise cancelled, shall
terminate upon the earlier date to occur of the expiration of twelve months
after the date of separation from service due to such disability and the
expiration date specified in Section 2 hereof. In the event of the death of the
Optionee while an employee of the Company, the Option, to the extent it has not
theretofore expired or been exercised or otherwise canceled, shall become
exercisable in full by the person to whom the Option is transferred by will or
the applicable laws of decent and distribution and shall, to the extent it has
not theretofore been exercised or become unexercisable, terminate upon the
earlier date to occur of the expiration of twelve months after the date of the
Optionee's death and the expiration date specified in Section 2 hereof.
7. In the event that an Optionee's employment with the Company is
terminated, whether voluntarily or otherwise, but other than by reason of
his/her disability or death, the Option, to the extent it has not theretofore
expired or been exercised or otherwise canceled, shall terminate upon the
earlier date to occur of the expiration of five (5) business days after the date
of termination of employment and the date specified in Section 2.
8. In the event that a dividend shall be declared upon the Common Stock
payable in shares of Common Stock, the Optioned Shares shall be adjusted by
adding to each such share the number of shares which would be distributable
thereon if such Shares had been outstanding on the date fixed for determining
the shareholders entitled to receive such stock
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dividend. In the event that the outstanding shares of Common Stock shall be
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of shares, sale of
assets, merger or consolidation, then there shall be substituted for each
Optioned Share the number and kind of shares of stock or other securities into
which each outstanding share of Common Stock shall be changed or for which each
such share shall be exchanged. In the event that there shall be any change,
other than as specified above in this paragraph, in the number or kind of
outstanding shares of Common Stock, or of any stock or other securities into
which Common Stock shall have been changed, or for which it shall have been
exchanged, then, if the Board of Directors (the "Board") of the Company or a
Committee, selected by the Board, to whom the administration of the Plan is
delegated under the provisions thereof (such Board or Committee, as the case may
be, being hereinafter referred to as the "Administrator") shall, in its sole
discretion, determine that such change equitably requires an adjustment in the
number or kind of Optioned Shares, such adjustment shall be made by the
Administrator and shall be effective and binding for all purposes of this
Agreement. In case of any such substitution or adjustment pursuant to this
paragraph, the option price for each Optioned Share will be the option price for
all shares of Common Stock or other securities which shall have been substituted
for Optioned Shares or to which such Shares shall have been adjusted pursuant to
this paragraph divided by the total number of Optioned Shares, as adjusted or
substituted. No adjustment or substitution provided for in this paragraph shall
apply to any share of Common Stock issued in respect of an Option exercised
prior to the effective date of such adjustment or substitution or shall require
the Company to sell a fractional share. In the event of dissolution or
liquidation of the Company or, except as otherwise provided in the second
sentence of this Section 8, a sale of assets, merger or consolidation of the
Company, the Option, to the extent not theretofore exercised, shall terminate.
9. The Optionee shall not be deemed for any purposes to be a stockholder
of the Company with respect to any of the Optioned Shares except to the extent
that the Option shall have been duly exercised with respect thereto and a stock
certificate issued therefore.
10. The existence of the Option shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof, or
dissolution or liquidation of the Company or any sale of transfer of all or part
of its assets or business, or any other corporation act or proceeding, whether
of a similar character or otherwise.
11. Unless prior to the issuance thereof the Optioned Shares shall be
registered under the Securities Act of 1933, as amended (the "Act"), as a
condition precedent to the valid exercise if his/her option, the Optionee shall
represent in writing to the Company that he is acquiring such Shares for his/her
own account as an investment and not with a view to, or for sale in connection
with, the distribution of any thereof. If the Optioned Shares shall not be
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registered under the Act at or prior to the issuance thereof, each certificate
representing Optioned Shares shall bear a legend substantially as follows:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), and they may
not be sold or transferred in the absence of an effective registration
statement for the shares under the Act, or an opinion of counsel for
the Company that registration is not required under said Act."
In the event of the death of the Optionee, a condition precedent to the valid
exercise of any Option shall be the delivery to the Company of such tax waivers
and other documents as the Administrator shall determine.
12. As a condition of the granting of the Option the Optionee agrees, for
himself and his/her personal representatives, that any dispute or disagreement
which may arise under, or as a result of, or pursuant to, this agreement shall
be determined by the Administrator in its sole discretion, and that any
interpretations by the Administrator of the terms of this Agreement shall be
final, binding and conclusive.
13. Anything to the contrary contained herein notwithstanding, this
Agreement and the option granted hereby are subject to and shall be construed
and regulated in accordance with the provisions of the Plan. The provisions of
the Plan shall have control over the provisions contained in this Agreement.
14. This Agreement has been executed in, and shall be construed and
regulated in accordance with the substantive laws of the State of New York.
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement as of the date and year first above written.
ALBANY MOLECULAR RESEARCH, INC.
By:__________________________________
OPTIONEE:____________________________
Name:________________________________
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