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EXHIBIT 10.2
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE
SENSYS TECHNOLOGIES INC.
LONG TERM INCENTIVE PLAN
THIS AGREEMENT is entered into effective as of ______________, 19__, by
and between SENSYS TECHNOLOGIES INC. ("Corporation") and ________________
("Optionee"), pursuant to the Corporation's Long Term Incentive Plan (the
"Plan"). The Corporation hereby grants to the Optionee an Incentive Stock Option
under Section 422 of the Internal Revenue Code of 1986, as amended, to purchase
a total of ______ shares of Common Stock, subject to the terms and conditions
contained in the Plan and as hereinafter provided (the "Option"). Capitalized
terms not defined in this Agreement shall have the meanings respectively
ascribed to them in the Plan.
1. Option Price. The Option shall be exercisable at a price of $_____
per share.
2. Option Exercise. (a) The Option shall become exercisable in
installments as follows:
__________ shares on or after ________________
__________ shares on or after ________________
__________ shares on or after ________________
__________ shares on or after ________________
__________ shares on or after ________________
To the extent not exercised, installments shall accumulate and the Optionee may
exercise them thereafter in whole or in part. In the event of a Change in
Control, the Option immediately shall become exercisable in full. Any provision
of this Agreement to the contrary notwithstanding, the Option shall expire on,
and no longer be exercisable after, the date which is the tenth (10th)
anniversary of the date of this Agreement (the "Expiration Date").
(b) The Option shall be exercisable by delivery to the President of
the Corporation of a written and duly executed notice in the form attached
hereto.
(c) Payment of the full purchase price of any shares with respect to
which the option is being exercised shall accompany the notice of exercise of
the Option. Payment shall be made in any of the following ways - (a) in cash,
(b) by certified check, bank draft or money order, or (c) by delivery to the
Corporation of a properly executed exercise notice, acceptable to the
Corporation, together with irrevocable instructions to the Optionee's broker to
deliver to the Corporation sufficient cash to pay the exercise price and any
applicable income and employment withholding taxes (the "cashless exercise
procedure").
3. Termination.
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(a) Termination Before Option Becomes Exercisable. If Optionee's
employment is terminated for any reason prior to the date that the Option or a
portion thereof first becomes exercisable, such Option or portion thereof shall
terminate and all rights thereunder shall cease.
(b) Terminating After Option Becomes Exercisable. To the extent an
Option is exercisable and unexercised on the date the Optionee's employment is
terminated
(i) for any reason other than death, disability or retirement,
the Option shall terminate on the earlier of (A) the expiration date of
the Option, and (B) the first anniversary of such Optionee's termination;
(ii) because the Optionee has died or become subject to a
disability, the Option shall terminate on the first anniversary of the
date of the Optionee's termination; or
(iii) due to retirement, the Option shall terminate on the
earlier of (A) the expiration date and (B) the second anniversary of the
Optionee's termination.
During the period from the Optionee's termination until the termination of the
Option, the Optionee, or the person or persons to whom the Option shall have
been transferred by will or by the laws of descent and distribution, may
exercise the Option only to the extent that such Option was exercisable on the
date of the Optionee's termination. Unless the Option is exercised within three
months following the Optionee's termination of employment (extended to one year
in the event of the Optionee's disability or death), the Option shall be taxed
as a "nonqualified stock option" under Section 83 of the Internal Revenue Code
("Code") and shall not receive the favorable capital gain tax treatment of an
"incentive stock option" under Section 422 of the Code.
4. Optionee's Agreement. The Optionee agrees to all the terms stated
in this Agreement, as well as to the terms of the Plan, a copy of which is
attached hereto and of which the Optionee acknowledges receipt.
5. Rights as Shareholder. The Optionee shall have no rights as a
shareholder of the Corporation with respect to any of the shares covered by the
Option until the issuance of a stock certificate or certificates upon the
exercise of the Option, and then only with respect to the shares represented by
such certificate or certificates. No adjustment shall be made for dividends or
other rights with respect to such shares for which the record date is prior to
the date such certificate or certificates are issued.
6. Non-Transferability of Option. The Option shall not be transferred
in any manner other than by will or the laws of descent or distribution. During
the lifetime of the Optionee, the Option shall be exercised only by the
Optionee. No transfer of the Option shall be effective to bind the Corporation
unless the Corporation shall have been furnished with written notice thereof and
such evidence as the Corporation may deem necessary to establish the validity of
the transfer and the acceptance by the transferee of the terms and conditions of
the Option.
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7. Compliance with Securities, Tax and Other Laws. The Option may not
be exercised if the issuance of shares upon such exercise would constitute a
violation of any applicable Federal or State securities law or any other law or
valid regulation. As a condition to exercise of the Option, the Corporation may
require the Optionee, or any person acquiring the right to exercise the Option,
to make any representation or warranty that the Corporation deems to be
necessary under any applicable securities, tax, or other law or regulation.
8. Adjustments. The Optionee acknowledges the power of the Committee
under Section 6.1 of the Plan to adjust the number of shares which may be
purchased pursuant to the Option and the exercise price of the Option upon the
occurrence of certain events to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available by the grant of the Option.
9. No Right to Remain in Office. The granting of the Option does not
confer upon the Optionee any right to be retained as an Employee.
10. Amendment and Termination of Option. Except as otherwise provided
in this Agreement, the Corporation may not, without the consent of the Optionee,
alter or impair any Option granted under the Plan. The Option shall be
considered terminated in whole or in part, to the extent that, in accordance
with the provisions of the Plan, it can no longer be exercised for shares
originally subject to the Option.
11. Notices. Every notice relating to this Agreement shall be in
writing and if given by mail shall be given by registered or certified mail with
return receipt requested. All notices to the Corporation or the Committee shall
be sent or delivered to the President of the Corporation at the Corporation's
headquarters. All notices by the Corporation to the Optionee shall be delivered
to the Optionee personally or addressed to the Optionee at the Optionee's last
residence address as then contained in the records of the Corporation or such
other address as the Optionee may designate. Either party by notice to the other
may designate a different address to which notices shall be addressed. Any
notice given by the Corporation to the Optionee at the Optionee's last
designated address shall be effective to bind any other person who shall acquire
rights hereunder.
IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and
the Optionee have executed this Agreement effective as of their date and year
first above written.
SENSYS TECHNOLOGIES INC.
By:
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Xxxxxx X. Xxxxx, Chief Financial Officer
OPTIONEE:
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(Name)
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NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
GRANTED UNDER THE SENSYS TECHNOLOGIES INC.
LONG TERM INCENTIVE PLAN
President
Sensys Technologies Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
I hereby elect to exercise the Incentive Stock option with respect to
_______ shares. Payment of the exercise price is being made as follows:
____ Cash delivered with this notice.
____ Certified check, bank draft or money order delivered with this
notice.
____ Subject to Section 2(c) of the agreement relating to the Option, I
am making a "cashless exercise" and have given the designated broker the
irrevocable instructions required by the Plan.
____ A combination of the above, described below, equal to the exercise
price:
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The stock certificates for the shares acquired upon exercise should be
issued to:
(name)
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(address)
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(Social Security No.)
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I hereby agree to notify the President of the Corporation if I dispose of
the shares acquired pursuant to the exercise of this Option prior to one year
after the date on which the Option was granted or two years after the date on
which the Option is exercised.
Dated:________________, _____ _________________________________
(print name)_____________________
