EXHIBIT 99(D)(2)
NAME OF EMPLOYEE:
NUMBER OF SHARES OF COMMON STOCK:
INCENTIVE STOCK OPTION AGREEMENT dated as of this day of ,
2002, by and between Data Translation, Inc., a Delaware corporation having its
principal place of business at 000 Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxxxx
00000-0000 (hereinafter, the "Company") and , an individual
(hereinafter, the "Holder").
WHEREAS, the Holder is an employee of the Company, and, in connection with
such employment, the Company wishes to grant and the Holder desires to accept,
an incentive stock option to purchase the Company's stock in accordance with the
terms herein (the "Option") and pursuant to the Company's 1996 Stock Option Plan
(the "Plan") in order that the Holder share more fully in the future success and
profitability of the Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. INCORPORATION OF PLAN TERMS
All of the terms, conditions and provisions of the Plan, and all
administrative directives of the Committee (as defined in the Plan) relating to
the Plan, are hereby incorporated herein by this reference, and the Holder and
the Company hereby agree to be bound thereby as if such terms, conditions and
provisions had been set forth fully herein. The Holder hereby acknowledges
receipt of a copy of the Plan and all administrative directives of the Committee
currently in effect (the "Directives").
2. GRANT OF OPTION
The Company hereby grants to the Holder, pursuant to the Plan and subject
thereto and to the Directives, the option to subscribe for and purchase, at the
time or times specified in Section 3 hereof, an aggregate of fully paid
and non-assessable shares of common stock, $.01 par value per share, of the
Company (the "Optioned Shares") at an option purchase price of $ per
share (the "Option Purchase Price"), and the Holder by execution of this
Agreement accepts the Option subject and pursuant to the terms and conditions
set forth herein and in the Plan and the Directives.
3. METHOD OF EXERCISE AND PAYMENT
(a) This Option shall not be exercisable, unless otherwise specifically
permitted under the Plan or the Directives, until .
(b) Vesting schedule to be inserted.
(c) The Option must be exercised, if at all, on or before .
(d) Written notice of exercise shall be delivered to the Company, specifying
the number of Optioned Shares with respect to which the Option is being
exercised, together with cash or a certified check in the amount of the
Option Purchase Price multiplied by the number of Optioned Shares as to
which the Option is being exercised.
IN WITNESS WHEREOF, the parties have executed this Agreement as an
instrument under seal as of the date first above written.
DATA TRANSLATION, INC.
BY:
insert name and title
Thereunto duly authorized
HOLDER--
BY:
DATE:
