INCENTIVE STOCK OPTION AGREEMENT ANALYSTS INTERNATIONAL CORP.
EXHIBIT
10.2
2004
EQUITY INCENTIVE PLAN
THIS
AGREEMENT, made effective as of this 1st day of
November,
2007, by and between Analysts International Corp., a Minnesota corporation
(the
“Company”), and Xxxxx Xxxxxxx (“Participant”).
1
Vesting
Date
|
Number
of Shares/Percentage
|
Date
of Grant
|
25%
|
First
Anniversary of Date of Grant
|
50%
|
Second
Anniversary of Date of Grant
|
75%
|
Third
Anniversary of Date of Grant
|
100%
|
In
the
event of a Change of Control (as defined in Exhibit A to Participant’s
employment agreement) on or after May 1, 2009, the Option shall vest immediately
and be fully exercisable
Once
the
Option becomes exercisable to the extent of one hundred percent (100%) of
the
aggregate number of shares specified in Paragraph 1, Participant may continue
to
exercise this Option under the terms and conditions of this Agreement until
the
termination of the Option as provided herein. If Participant does not
purchase upon an exercise of this Option the full number of shares which
Participant is then entitled to purchase, Participant may purchase upon any
subsequent exercise prior to this Option’s termination such previously
unpurchased shares in addition to those Participant is otherwise entitled
to
purchase.
2
3
disqualifying
disposition of the shares acquired through the exercise of this Option,
Participant hereby agrees to inform the Company of such
disposition. Upon notice of a disqualifying disposition, the Company
may take such action as it deems appropriate to insure that, if necessary
to
comply with all applicable federal or state income tax laws or regulations,
all
applicable federal and state payroll, income or other taxes are withheld
from
any amounts payable by the Company to Participant. If the Company is
unable to withhold such federal and state taxes, for whatever reason,
Participant hereby agrees to pay to the Company an amount equal to the amount
the Company would otherwise be required to withhold under federal or state
law. Participant may, subject to the approval and discretion of the
Board or such administrative rules it may deem advisable, elect to have all
or a
portion of such tax withholding obligations satisfied by delivering shares
of
the Company’s Common Stock or by electing to have the Company withhold shares of
Common Stock otherwise issuable to Participant. Such shares shall
have a Fair Market Value equal to the minimum required tax withholding, based
on
the minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to the supplemental income
resulting from the disqualifying disposition of the shares acquired through
the
exercise of this Option. In no event may the Company withhold shares
having a Fair Market Value in excess of such statutory minimum required tax
withholding.
4
5
ANALYSTS
INTERNATIONAL CORPORATION
|
|
By
|
_______________________________________ |
Its
|
_______________________________________ |
_______________________________________ | |
Participant
|
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