FUEL TECH,INC. INCENTIVE PLAN DIRECTOR’S STOCK OPTION AWARD AGREEMENT
Exhibit
4.6
FUEL
TECH,INC.
INCENTIVE
PLAN
STOCK
OPTION AWARD AGREEMENT dated as of Xxxx xx, 200x between Fuel Tech, Inc., a
Delaware corporation (“the Company”), of 000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx
00000, and
Participant
a
non-employee director of the Company (“the Participant”).
WHEREAS,
the Company desires to afford to the Participant an opportunity to purchase
shares of the Company’s Common Stock pursuant to the grant of a Director’s Stock
Option Award under Section 6.1 (i) of the Company’s Incentive Plan (the “Plan”)
and the Participant desires to obtain such opportunity;
NOW
THEREFORE, the parties agree, as follows:
1.
Option
Grant.
The
Company grants to the Participant the right and stock option (“this Option”), to
purchase ten thousand (10,000) shares of Common Stock of the Company, par value
$.01 per share (“the Stock”) at the exercise price per share of U.S.$3.595,
subject, in all respects, to the terms and conditions of the Plan and to the
following terms and conditions.
2.
Term.
The
term of this Option shall be a period ending on the tenth anniversary
(“Expiration Date”) of the date first set out above (“Grant Date”).
3.
Vesting.
This
Option shall be immediately exercisable, in whole or in part, with respect
to
all of the shares subject hereto.
4.
Method
of Exercise.
This
Option may be exercised only by one or more notices from time to time in writing
of the Participant’s intent to exercise this Award, or a portion thereof,
delivered to the Secretary of the Company accompanied by the Participant’s check
in the amount of the exercise price.
5.
Taxes.
At the
time of exercise of this Option, the Participant shall deliver to the Company,
if required by the Company, a check payable to the Company equal, in the sole
opinion of the Company, to the applicable National, State or Provincial and
local income or other taxes, if any, legally required to be withheld, stopped
or
paid by reason of such exercise.
6.
Securities
Laws; Transferability; Governing Law; Arbitration.
The
Stock may only be purchased if there is with respect to the Stock a registration
statement or qualification in effect under applicable U.S. or State securities
laws or an exemption therefrom. This Option may not be transferred, assigned
or
pledged except in accordance with the Plan. This Option is governed by New
York
Law and any disputes relating to this Option shall be determined by arbitration
as provided in the Plan.
IN
WITNESS WHEREOF, the Company and the Participant have each executed this
Agreement, all as of the day and year first above written.
