MIRION TECHNOLOGIES, INC. Amended and Restated 2006 Stock Plan Stock Option Agreement
Exhibit 10.14
Reference Number:
Dated ______________
Dated ______________
SECTION 1. GRANT OF OPTION.
(a) Option. On the terms and conditions set forth in this Stock Option Agreement (this
“Agreement”) and the Notice of Stock Option Grant referencing this Agreement (the
“Notice”), Mirion Technologies, Inc. (the “Company”) Company grants to the Optionee
(as identified in the Notice) on the Date of Grant (as specified in the Notice) an option to
purchase at the per share Exercise Price (as specified in the Notice) a number of Shares, all as
set forth in the Notice. This option is intended to a Nonstatutory Option, as provided in the
Notice.
(b) Stock Plan and Defined Terms. This option is granted under and subject to the terms of the
Mirion Technologies, Inc. Amended and Restated 2006 Stock Plan (the “Plan”), which is
incorporated herein by this reference. Capitalized terms not defined in this Agreement or in the
Notice are defined in the Plan.
SECTION 2. RIGHT TO EXERCISE.
Subject to the conditions set forth in this Agreement, all or part of this option may be
exercised prior to its expiration at the time or times set forth in the Notice.
SECTION 3. EXERCISE PROCEDURES.
(a) Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by
giving written notice to the Company (in the form specified by the Company) of the election to
exercise this option, the number of Shares for which it is being exercised and the form of payment.
In the event that this option is being exercised by the Optionee’s representative, the notice of
exercise shall be accompanied by proof (satisfactory to the Company) of the representative’s right
to exercise this option. The Optionee or the Optionee’s representative shall deliver to the
Company, at the time of giving the notice, payment in a form permissible under Section 4 for the
full amount of the Purchase Price.
(b) Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be
issued a certificate or certificates for the Shares as to which this option has been exercised,
registered in the name of the person exercising this option (or in the names of such person and his
or her spouse as community property or as joint tenants with right of survivorship).
(c) Withholding Requirements. The Company may withhold any tax (or other governmental obligation)
as a result of the exercise of this option as a condition to the exercise of this option or
otherwise, and as a condition to the issuance of any Shares hereunder, the Optionee
shall make arrangements satisfactory to the Company to enable it to satisfy all such withholding
requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it
to satisfy any withholding requirements that may arise in connection with the vesting or
disposition of Shares purchased by exercising this option.
SECTION 4. PAYMENT FOR SHARES.
(a) Cash or Check. All or part of the Purchase Price may be paid in cash or by check.
(b) Cashless Exercise. At a time when the Shares are publicly traded, unless prohibited by the
Committee at any time, the payment of the Purchase Price or any applicable withholding requirements
may be made through a broker-assisted cashless exercise program approved by the Company or by a
Participant’s delivery of Shares that have been held by the Participant for such period of time as
the Company may require.
(c) Other Methods of Payment for Shares. At the sole discretion of the Board of Directors, all or
any part of the Purchase Price and any applicable withholding requirements may be paid by any other
method permissible under the terms of the Plan. The Company shall notify the Optionee if and when
it shall make such other payment method available to the Optionee.
SECTION 5. TERM AND EXPIRATION.
(a) Basic Term. Subject to earlier termination in accordance with subsection (b) below, this
option shall expire on the expiration date set forth in the Notice.
(b) Termination of Service. If the Optionee’s Service terminates for any reason, then this option
shall expire on the earliest of the following occasions:
(i) The expiration date determined pursuant to Subsection (a) above;
(ii) Thirty (30) days after termination of Optionee’s employment by the Company for
any reason other than for Cause;
(iii) The date of termination of Optionee’s employment if termination is by the
Company for Cause or if Cause exists on such date; and
(iv) Thirty (30) days after the date of Optionee’s voluntary termination of employment
with the Company for any reason.
The Optionee (or in the case of the Optionee’s death or disability, the Optionee’s representative)
may exercise all or part of this option at any time before its expiration under the preceding
sentence, but only to the extent that this option had become exercisable for vested Shares on or
before the date the Optionee’s Service terminates. When the Optionee’s Service terminates, this
option shall expire immediately with respect to the number of Shares for which this option is not
yet vested. In addition, if this option expires due to the termination of the Optionee’s Service
for Cause (or if Cause exists on such termination date), any Shares which have not been delivered
to the Participant upon the exercise of this option shall not be delivered and such exercise shall
be null and void.
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SECTION 6. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this option unless and until the Company has
determined that:
| (a) | The Company and the Optionee have taken any actions required to register the issuance and delivery of Shares under the Securities Act of 1933, as amended (the “Securities Act”) or to perfect an exemption from the registration requirements thereof; | ||
| (b) | Any applicable listing requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and | ||
| (c) | Any other applicable provision of state or federal or, if applicable, non-U.S. law has been satisfied. |
SECTION 7. REGISTRATION RIGHTS.
The Company may register or qualify the sale of Shares under the Securities Act or any other
applicable law. The Company shall not be obligated to take any affirmative action in order to
cause the sale of Shares under this Agreement to comply with any law.
SECTION 8. RESTRICTIONS ON TRANSFER.
(a) Nontransferability. No Option or other right to acquire Shares, may be transferred, assigned,
pledged or hypothecated by any Optionee during the Optionee’s lifetime, whether by operation of law
or otherwise, or be made subject to execution, attachment or similar process, except by beneficiary
designation, will or the laws of descent and distribution. Subject to the limitations contained in
this Section, an Option or other right to acquire Shares under the Plan, may be exercised during
the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal
representative. Such Option or other right shall not be transferable and shall be exercisable only
by the Optionee to whom such right was granted, except in the case of a transfer by the Optionee to
its affiliate with the prior written consent of the Board of Directors in its discretion. Shares
issued upon exercise of an Option may be subject to such restrictions as are set forth herein.
(b) Securities Law Restrictions. Regardless of whether the offering and sale of Options or Shares
under the Plan have been registered under the Securities Act or have been registered or qualified
under the securities laws of any state, the Company at its discretion may impose restrictions upon
the sale, pledge or other transfer of such Shares (including the placement of appropriate legends
on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the
Company, such restrictions are necessary or desirable in order to achieve compliance with the
Securities Act or the securities laws of any state or any other law.
(c) Optionee Undertaking. The Optionee agrees to take whatever additional action and execute
whatever additional documents the Company may deem necessary or advisable to carry out or effect
one or more of the obligations or restrictions imposed on the Optionee pursuant to
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the provisions of this Agreement, including, without limitation, executing the Stockholder’s
Agreement.
(d) Investment Intent. If the sale of Shares under the Plan is not registered under the Securities
Act but an exemption is available which requires an investment representation or other
representation, the Optionee shall represent and agree at the time of exercise (or such earlier
time as may be required by applicable law) that the Shares being acquired upon exercising this
option are being acquired for investment, and not with a view to the sale or distribution thereof,
and shall make such other representations as are deemed necessary or appropriate by the Company and
its counsel.
(e) Administration. Any determination by the Company in connection with any of the matters set
forth in this Section 8 shall be conclusive and binding on the Optionee and all other persons.
SECTION 9. ADJUSTMENT OF SHARES.
(a) In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in
Shares, a combination or consolidation of the outstanding Shares into a lesser number of Shares, a
recapitalization, a spin-off, a reclassification or a similar occurrence, the terms of this option
(including, without limitation, the number and kind of Shares subject to this option and the
Exercise Price) shall be adjusted as set forth in Section 7(a) of the Plan. In the event that the
Company is a party to a merger or consolidation, this option shall be subject to the agreement of
merger or consolidation, as provided in Section 7(b) of the Plan.
SECTION 10. MISCELLANEOUS PROVISIONS.
(a) Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any
rights as a stockholder with respect to any Shares subject to this option until the Optionee or the
Optionee’s representative becomes entitled to receive such Shares by (i) delivering a notice of
exercise in the form and manner specified by the Company, and (ii) paying the Purchase Price as
provided in this Agreement.
(b) No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any
right to continue in Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company or of the Optionee, which rights are hereby expressly
reserved by each, to terminate his or her Service at any time and for any reason, with or without
cause.
(c) Notification. Any notification required by the terms of this Agreement shall be given in
writing and shall be deemed effective upon personal delivery or upon deposit with the United States
Postal Service, by registered or certified mail, with postage and fees prepaid. A notice shall be
addressed to the Company at its principal executive office and to the Optionee at the address that
he or she most recently provided to the Company.
(d) Entire Agreement. The Notice, this Agreement and the Plan constitute the entire contract
between the parties hereto with regard to the subject matter hereof. They supersede any
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other agreements, representations or understandings (whether oral or written and whether express or
implied) which relate to the subject matter hereof.
(e) Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver
of any other or subsequent breach or condition whether of like or different nature.
(f) Assignment. Except as provided in Section 8(a) herein, Optionee may not assign any right
hereunder to any Person.
(g) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be
binding upon, the Company and its successors and assigns and upon the Optionee, the Optionee’s
assigns and the legal representatives, heirs and legatees of the Optionee’s estate, whether or not
any such person shall have become a party to this Agreement and have agreed in writing to be join
herein and be bound by the terms hereof.
(h) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware, as such laws are applied to contracts entered into and performed in such
State.
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