MEADE INSTRUMENTS CORP. NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit 10.70
XXXXX INSTRUMENTS CORP.
THIS AGREEMENT is dated as of this day of , , between Xxxxx
Instruments Corp., a Delaware corporation (the “Corporation”), and (the
“Employee”).
WITNESSETH
WHEREAS, the Corporation has adopted and the stockholders of the Corporation have approved the
Xxxxx Instruments Corp. 2008 Stock Incentive Plan (the “Plan”).
WHEREAS, pursuant to the Plan, the Corporation has granted an option to the Employee upon the
terms and conditions evidenced hereby, as required by the Plan, which Option is not intended as and
shall not be deemed to be an incentive stock option within the meaning of Section 422 of the Code.
NOW, THEREFORE, in consideration of the services rendered and to be rendered by the Employee,
the Corporation and the Employee agree to the terms and conditions set forth herein as required by
the terms of the Plan.
1. Grant of Option. This Agreement evidences the Corporation’s grant to the Employee,
as of , (the “Option Date”), of the right and option to purchase, on the
terms and conditions set forth herein and in the Plan, all or any part of an aggregate of
shares of the Common Stock, par value $0.01 per share, at the price of $ per share (the
“Option”), which amount represents the Fair Market Value of the shares as of the Option Date,
exercisable from time to time, subject to the provisions of this Agreement and the Plan, prior to
the close of business on the day before the tenth anniversary of the Option Date (the “Expiration
Date”).
2. Option Exercisability and Term. Subject to adjustment pursuant to the terms of the
Plan, the Option shall first become and remain exercisable as to of the shares on the first
anniversary of the Option Date and as to an additional of the shares on and after the last
day of each succeeding calendar month until all remaining Options have become exercisable.
3. Exercisability of Option. To the extent the Employee does not in any year purchase
all or any part of the shares to which the Employee is entitled, the Employee has the right
cumulatively thereafter to purchase any shares not so purchased and such right shall continue until
the Option terminates or expires. Fractional share interests shall be disregarded, but may be
cumulated. No fewer than ten (10) shares may be purchased at any one time, unless the number
purchased is the total number at the time available for purchase under the Option.
4. Method of Exercise of Option. The Option shall be exercisable by the delivery to
the Corporation of a written notice stating the number of shares to be purchased pursuant to the
Option and accompanied by payment made in accordance with and in a form permitted by
Section 2.2 of the Plan for the full purchase price of the shares to be purchased, subject to
such further limitations and rules or procedures as the Board or Committee may from time to time
establish as to any non-cash payment and as to the tax withholding requirements of Section 6.5 of
the Plan.
5. Non-Transferability of Option. Subject to limited exceptions set forth in the
Plan, the Option and any other rights of the Employee under this Agreement or the Plan are
nontransferable.
6. Notices. Any notice to be given under the terms of this Agreement shall be in
writing and addressed to the Corporation at its principal office to the attention of the Chief
Financial Officer, and to the Employee at the address given beneath the Employee’s signature
hereto, or at such other address as either party may hereafter designate in writing to the other.
Any such notice shall be deemed to have been duly given when enclosed in a properly sealed envelope
addressed as aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) in a post office or branch post office regularly maintained by the
United States Government.
7. General Terms. The Option and this Agreement are subject to, and the Corporation
and the Employee agree to be bound by, the provisions of the Plan that apply to the Option. Such
provisions are incorporated herein by this reference. The Employee acknowledges receiving a copy
of the Plan and reading its applicable provisions. In the event of a conflict or inconsistency
between the terms and conditions of this Agreement and of the Plan, the terms and conditions of the
Plan shall govern. Capitalized terms not otherwise defined herein shall have the meaning assigned
to such terms in the Plan.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
| XXXXX INSTRUMENTS CORP., a Delaware corporation |
||||||
| By: | ||||||
| Print Name: | ||||||
| Its: | ||||||
| EMPLOYEE: |
||||||
| Signature | ||||||
| Print Name | ||||||
| Address: | ||||||
2
SPOUSAL CONSENT
In consideration of the execution of the foregoing Stock Option Agreement by Xxxxx Instruments
Corp., I, , the spouse of the Employee therein named, do hereby agree
to be bound by all of the terms and provisions thereof and of the Plan.
Dated: , 20 |
||||
| Signature of Spouse | ||||
3
