MET-PRO CORPORATION STANDARD FORM FOR THE INCENTIVE STOCK OPTION AGREEMENT
Exhibit
(10) (ag)
MET-PRO
CORPORATION
STANDARD
FORM FOR THE
INCENTIVE
STOCK OPTION AGREEMENT made as of the 10th day of
December, 2007, between MET-PRO CORPORATION, a Pennsylvania corporation (the
“Company”), and _______________, an employee of the Company
(“Optionee”).
Pursuant
to and under the terms of the Met-Pro Corporation 2005 Equity Incentive
Plan (the “Plan”), the
Company hereby grants the Optionee the option to acquire Common Shares, par
value $.10 per share, of the Company on the following terms and
conditions:
1. GRANT OF
OPTION. The
Company hereby grants to Optionee the right and option (the “Option”) to
purchase up to _________________(________) Common Shares, par value $.10 per
share, of the Company (the “Shares”), to be transferred to the Optionee upon the
exercise hereof, fully paid and nonassessable. Under certain circumstances
provided for herein, this Option is intended to qualify as an incentive stock
option under Section 422 of the Internal Revenue Code of 1986, as amended;
provided, however, under other circumstances provided for herein, this Option
shall be deemed a non-qualified stock option.
2. OPTION
PRICE. The exercise price of the Option shall be _____________dollars and
______________cents ($__________) per share. The Company shall pay all original
issue or transfer taxes on the exercise of the Option.
3. VESTING OF
OPTION.
(a) Subject to
Section 3(b) and Section 4 hereof and the other provisions hereof, the Option
shall be exercisable commencing upon the date hereof as follows:
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Number of
Shares
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Date first
exercisable
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December
10, 2008
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December
10, 2009
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December
10, 2010
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(b) Any portion
of the Option that shall not yet be exercisable under the terms of Section 3(a)
shall immediately and without action by any party become exercisable upon the
earlier to occur of the following: (i) a Change of Control (as hereafter
defined); (ii) the death of Optionee; (iii) a declaration of permanent and total
disability of the Optionee (as defined in Section 22(e) of the Internal Revenue
Code)(hereafter, “permanent and total disability”) together with a declaration
of Optionee’s eligibility for Social Security disability benefits; and (iv) the
cessation of the Optionee’s services to the Company as an employee of the
Company, other than voluntarily or for cause.
(c) For purposes
of this Agreement, (i) the term “Change in Control” shall have the same
definition as set forth in any Key Employee Severance Agreement from time to
time in effect between the Company and any key employee of the Company; and (ii)
the cessation of Optionee’s services to the Company as a result of retirement
pursuant either to (A) a pension or retirement plan adopted by the Company or
(B) at or after the normal retirement date prescribed from time to time by the
Company, shall be deemed to be a cessation other than voluntarily or for cause.
Optionee acknowledges that the acceleration of the vesting of the Option may
result in this Option not qualifying as an incentive stock option if, as a
result of such acceleration, more than $100,000 of this Option, together with
any other incentive stock options held by Optionee, shall become exercisable for
the first time in the year of such acceleration.
4. EXPIRATION OF
OPTION.
(a) Subject to
earlier expiration as provided for by Section 4(b), Section 4(c) or Section 4(d)
hereof, the Option shall not be exercisable after and, if not previously
exercised, shall expire at 5:00 P.M., Harleysville, PA time, on December 10,
2017.
(b) If the
Optionee’s services as an employee of the Company or of a parent or subsidiary
corporation of the Company are terminated or shall otherwise cease without
regard to the reason therefor, this Option shall expire prior to the date set
forth in Section 4(a), as provided below:
(i) One year
after the date of termination or cessation of such services, if the termination
or cessation is caused by permanent and total disability of the
Optionee;
(ii) One year
after the date of death of the Optionee, (x) if such death occurs while Optionee
is serving as an employee of the Company, or a parent or subsidiary corporation
of the Company, or (y) if such death occurs prior to the expiration of three
months after the cessation of serving as an employee of the Company;
or
(iii) Three (3)
months after the date of termination or cessation of such services, if such
termination or cessation is for any reason other than for any of those reasons
set forth in Subsections (i) or (ii) above.
(c) The
provisions of Section 4(b) shall not be deemed to apply where Optionee has
retired as an employee of the Company or has otherwise ceased to provide
services to the Company as an employee and (i) such retirement, or cessation of
services, occurs after Optionee has attained the age of 65 and has completed at
least ten (10) years of service as an employee of the Company, or (ii) without
regard to Optionee’s age, the retirement, or the other cessation of service as
an employee of the Company, is as a result of Optionee’s permanent and total
disability, and Optionee has completed at least ten (10) years of service as an
employee of the Company and is eligible for Social Security disability benefits
(either of such circumstances, a “Retirement after Extended Service”). In the
event of a Retirement after Extended Service, this Option shall expire at the
earlier of (i) two years after the date of such retirement or other cessation of
services as an employee of the Company, or (ii) the expiration date provided for
by Section 4(a) hereof. Optionee acknowledges that any exercise of this Option
after the time periods provided for in Section 4(b) hereof shall constitute a
“disqualifying disposition” and will result in this Option not qualifying as an
incentive stock option.
(d) In addition
to the earlier expirations provided for by Section 4(b) and 4(c) hereof, this
Option, whether vested or not, shall expire prior to the date set forth in
Section 4(a), without any further act by the Company, as follows:
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(vi)
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Upon
the commission of any act for which either criminal or civil penalties may
be sought;
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(vii)
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Upon
the willful violation of any of the Company’s written
policies;
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(viii)
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Upon
engaging in any activity which is competition with the Company, or any
parent or subsidiary of the Company;
or
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(ix)
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Upon
any unauthorized disclosure of the confidential information or trade
secrets of the Company or of any parent or subsidiary of the
Company.
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(e) No provision
of Section 4(b) or Section 4(c) hereof shall be deemed to extend the expiration
date of the Option beyond the expiration date set forth in Section 4(a)
hereof.
(f) In the event
of death, Optionee’s rights may be exercised by the estate of the Optionee or by
the person acquiring the right to exercise the Option by bequest, inheritance or
by reason of the death of the Optionee.
5. RESTRICTIONS ON
SALE OF SHARES ACQUIRED UPON EXERCISE OF OPTION. Optionee acknowledges
and agrees that, as is required in order for the Option to qualify as an
incentive stock option, he will make no disposition of the Shares acquired upon
exercise of the Option within two years from the date of the granting of the
Option nor within one year after the Shares have been transferred to him. Any
other disposition is deemed a “disqualifying disposition” and will result in
this Option not qualifying as incentive stock option.
6. NON-ASSIGNABILITY
OF OPTION. The
Option shall not be given, granted, sold, exchanged, transferred, pledged,
assigned or otherwise encumbered or disposed of by Optionee, excepting by
Will or the laws of descent and distribution, and, during the lifetime of
Optionee, shall not be exercisable by any other person, but only by
Optionee.
7. METHOD OF
EXERCISE OF OPTION. Optionee shall notify the Company by written notice
sent by registered or certified mail, return receipt requested, addressed to its
President at its principal office, or by hand delivery to such person at such
office, properly receipted. The notice shall specify the number of Shares which
Optionee desires to purchase under the Option (which number shall be in
multiples of One Hundred (100) Shares, excepting any last unexercised amount of
less than One Hundred (100) Shares), and shall be accompanied by a check payable
to the order of the Company for the full exercise price of the Shares purchased.
Alternatively, Optionee may make payment for the Shares utilizing any of the
payment methods permitted by the Plan. As soon as practicable after the receipt
of such written notice and payment, the Company shall, at its principal office,
tender to Optionee a certificate or certificates issued in Optionee’s name
evidencing the Shares thus purchased by Optionee hereunder.
8. ADJUSTMENTS UPON
CHANGES IN CAPITALIZATION. In the event of changes in
the outstanding Common Shares of the Company by reason of stock dividends, stock
splits (whether forward or reverse), split-ups, recapitalization, mergers,
consolidations, combinations, exchanges of shares, separations,
reclassifications, reorganizations, or liquidations, the number of Shares
issuable upon exercise of the Option, the Option price thereof and the number of
Shares subject to vesting as set forth in Section 3(a) hereof shall be
correspondingly adjusted by the Company. Any such adjustment in the number of
Shares and the price thereof shall apply proportionately only to the then
unexercised portion of the Option. If fractional shares would result from any
such adjustment, the adjustment shall be revised to the next lower whole number
of shares.
9. NO RIGHTS AS
SHAREHOLDER.
Optionee shall have no rights as a shareholder in respect to the Shares
as to which the Option shall not have been exercised and payment made as herein
provided.
10. BINDING
EFFECT. Excepting
as herein otherwise expressly provided, this Agreement shall be binding upon and
inure to the benefit of the parties hereto, their legal representatives,
successors and assigns.
11. CONFLICT. In the event of any conflict
between the Plan and this Agreement, the terms of the Plan shall take
precedence. A provision set forth herein which is not addressed by the Plan
shall be
given effect to except to the extent to which it is in conflict with the
Plan.
12. GOVERNING
LAW. This
Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
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MET-PRO
CORPORATION
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By:
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Xxxxxxx
X. XxXxxx, President
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, Optionee
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