2005 EQUITY INCENTIVE PLAN)
Exhibit
10.21
THIS
DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES
REGISTERED
UNDER THE SECURITIES ACT OF 1933.
(2005
EQUITY INCENTIVE PLAN)
THIS
AGREEMENT,
made
effective as of the _____ day of ________, 20__ (the “Grant Date”), by and
between Air T, Inc. (the “Corporation”), and ___________________ (the
“Holder”).
WHEREAS,
the Corporation has adopted the Air T, Inc. 2005 Equity Incentive Plan (the
“Plan”) in order to provide additional incentives to certain employees and
directors and consultants of the Corporation and its Subsidiaries;
and
WHEREAS,
Section 2.1 of the Plan provides for the award of options to Employees of the
Corporation and its Subsidiaries; and
WHEREAS,
the Holder has been awarded options under the Plan to be evidenced by this
Agreement;
NOW,
THEREFORE, the parties hereto agree as follows:
1. Grant of Option.
Pursuant to Section 2.1 of the Plan, the Corporation hereby grants to the Holder
an option (the “Option”) to purchase all or any part of an aggregate of ____
shares of Common Stock (the “Shares”), subject to, and in accordance with, the
terms and conditions set forth in this Agreement and the Plan. The Option and
this Agreement are subject to all of the terms and conditions of the Plan,
which
terms and conditions are hereby incorporated by reference, and, except as
otherwise expressly set forth herein, the capitalized terms used in this
Agreement shall have the same definitions as set forth in the Plan.
2. Status
of Option.
The
Option [select one]:
is
intended to
qualify as Incentive Stock Options under Section 422 of the
Code;
is
not
intended to
qualify as Incentive Stock Options under Section 422 of the
Code.
3. Exercise
Price.
The
price at which the Holder shall be entitled to purchase Shares upon the exercise
of the Option shall be $ __.__ per share.
4. Duration of Option.
Subject
to the terms of the Plan, the Option shall remain exercisable for [select
one]:
ten
years
after the Grant Date;
other
(specify; may be no later than ten years after the Grant Date):
________________________________________________________________________
________________________________________________________________________
5. Vesting
and Exercisability of Option.
Subject
to the terms of the Plan, the Option shall vest and be exercisable [select
one]
with
respect to
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(i)
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one-third
(1/3) of the shares of Common Stock covered by the Option beginning
on the
first anniversary of the Grant
Date,
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(ii)
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an
additional one-third (1/3) of the shares of Common Stock covered
by the
Option beginning on the second anniversary of the date of the Grant
Date,
and
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(iii)
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the
remaining one-third (1/3) of the shares of Common Stock covered by
the
Option beginning on the third anniversary of the Grant
Date.
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other
(specify):
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
6. Acceleration
of Vesting upon Change of Control.
(select
one)
In
the
event of a Change of Control, the Option shall become fully exercisable and
vested to the full extent of the original grant.
A
Change
of Control shall not affect the exercisability or vesting of the
Option.
7. Termination
of Service.
In the
event of the termination of the Holder’s Service, the Option shall terminate in
full (whether or not previously exercisable) prior to the expiration of its
term
[select one]:
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on
the date thirty (30) days after the date of the termination of the
Holder’s Service, unless the Holder’s Service is terminated due to the
Holder’s:
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(i)
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death,
in which case the Holder’s legatee(s) under the Holder’s last will or the
Holder's personal representative or representatives may exercise
all or
part of the previously unexercised portion of the Option at any time
within one year, but not beyond the expiration of its term, after
the
Holder's death to the extent the Holder could have exercised the
Option
immediately prior to the Holder’s death;
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(ii)
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Disability,
in which case the Holder or the Holder’s personal representative may
exercise the previously unexercised portion of the Option at any
time
within one year, but not beyond the expiration of its term, after
the
termination of the Holder’s Service to the extent the Holder could have
exercised the Option prior to such termination; or
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(iii)
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Retirement,
in which case the Holder may exercise the previously unexercised
portion
of the Option at any time within one year, but not beyond the expiration
of its term, after the Holder's Retirement to the extent the Holder
could
have exercised the Option immediately prior to
Retirement.
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other
(specify):
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
8. Exercise
of Option.
The
Holder may exercise all or a portion of the Option by giving written notice
to
the Company of exercise, specifying the number of shares of Common Stock with
respect to which the Option is being exercised. Such notice is to be delivered
to the Secretary of the Company and is effective as of the later of the date
of
its receipt by the Secretary of the Company and the date of payment of the
exercise price with respect thereto.
9. Non-Transferability
of Option.
The
Option shall not be transferable by the Holder except to the extent permitted
under the Plan.
10. No
Rights as a Stockholder.
The
Holder shall not have any rights or privileges of a stockholder with respect
to
any shares of Common Stock by virtue of the Option until the date of issuance
by
the Corporation of a certificate for such shares pursuant to the exercise of
the
Option.
11. Holder
Bound by the Plan.
The
Holder hereby acknowledges receipt of a copy of the Plan and agrees to be bound
by all the terms and provisions thereof. A determination of the Committee as
to
any questions which may arise with respect to the interpretation of the
provisions of this Agreement and of the Plan shall be final. The Committee
may
authorize and establish such rules, regulations and revisions thereof not
inconsistent with the provisions of the Plan, as it may deem
advisable.
12. Modification
of Agreement.
This
Agreement may be modified, amended, suspended or terminated, and any terms
or
conditions may be waived, but only by a written instrument executed by the
parties hereto.
13. Severability.
Each
provision of this Agreement is intended to be severable. Should any provision
of
this Agreement be held by a court of competent jurisdiction to be unenforceable
or invalid for any reason, the remaining provisions of this Agreement shall
not
be affected by such holding and shall continue in full force in accordance
with
their terms.
14. Governing Law;
Jurisdiction.
This
Agreement shall be governed and construed in accordance with the laws of the
State of North Carolina, without regard to the principles of conflicts of law,
except to the extent governed by federal law. Each party hereby irrevocably
submits to the jurisdiction of the state and federal courts sitting in Catawba
County, State of North Carolina, for the adjudication of any dispute
hereunder.
15. Successors in Interest.
This
Agreement shall inure to the benefit of and be binding upon any successor to
the
Corporation. This Agreement shall inure to the benefit of the Holder’s legal
representatives. All obligations imposed upon the Holder and all rights granted
to the Corporation under this Agreement shall be final, binding and conclusive
upon the Holder’s heirs, executors, administrators and successors.
IN
WITNESS WHEREOF,
this
Agreement has been executed by the Corporation and the Holder effective as
of
the date and year first written above.
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AIR
T, INC.
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By:
__________________________________
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Title:_________________________________
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__________________________________
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[Holder]
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