KAYNAR TECHNOLOGIES INC.
1997 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the ____ day of _________ _____, between
Kaynar Technologies Inc., a Delaware corporation (the "Corporation"), and
(the "Employee").
W I T N E S S E T H
WHEREAS, pursuant to the Corporation's 1997 Stock Incentive Plan
(the "Plan"), the Corporation has granted to the Employee effective as of the
____ day of ___________, _____ (the "Award Date") an option to purchase all
or any part of ____________ authorized but unissued shares of Common Stock,
par value $0.01 per share, of the Corporation upon the terms and conditions
set forth herein and in the Plan.
NOW, THEREFORE, in consideration of the mutual promises and
covenants made herein and the mutual benefits to be derived herefrom, the
parties agree as follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to such terms in the Plan.
2. GRANT OF OPTION. This Agreement evidences the Corporation's grant
to the Employee of the right and option to purchase, on the terms and
conditions set forth herein and in the Plan, all or any part of an aggregate
of ______ shares of the Common Stock at the price of $______ per share (the
"Option"), exercisable from time to time, subject to the provisions of this
Agreement and the Plan, prior to the close of business on the day before the
tenth anniversary of the Award Date (the "Expiration Date"). Such price
equals the Fair Market Value of the Corporation's Common Stock as of the
Award Date. It is the intent of the Corporation that this Option constitute
an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended ("Code").
3. EXERCISABILITY OF OPTION. Except as earlier permitted by or
pursuant to the Plan or by resolution of the Committee adopted AFTER the date
hereof, no shares may be purchased by exercise of the Option until the
expiration of six months after the Award Date. The Option may be exercised
in installments as to 25% of the aggregate number of shares set forth in
Section 2 hereof (subject to adjustment) on and after the first anniversary
of the Award Date and as to an additional 25% of such aggregate number of
such shares (subject to adjustment) on each of the second, third and fourth
anniversaries of the Option Date.
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To the extent the Employee does not in any year purchase all or any
part of the shares to which the Employee is entitled, the Employee has the
right cumulatively thereafter to purchase any shares not so purchased and
such right shall continue until the Option terminates or expires. Fractional
share interests shall be disregarded, but may be accumulated. No fewer than
one-hundred (100) shares may be purchased at any one time, unless the number
purchased is the total number at the time available for purchase under the
Option.
4. LIMITATION ON EXERCISE OF OPTION. In the event the Employee is
granted incentive stock options (whether under this Agreement or any other
incentive stock option agreement) and the aggregate fair market value
(determined as of the respective dates of grant of such options) of the
Common Stock with respect to which such options are first exercisable in any
calendar year exceeds $100,000, the most recently granted options shall be
treated as nonqualified stock options to the extent of the excess. In
addition, in the case of simultaneously granted options, the Corporation may,
in the manner and to the extent permitted by law, designate which shares are
to be treated as stock acquired pursuant to the exercise of an incentive
stock option.
5. METHOD OF EXERCISE OF OPTION. The Option shall be exercisable by
the delivery to the Corporation of a written notice stating the number of
shares to be purchased pursuant to the Option and accompanied by payment made
in accordance with and in a form permitted in Section 2.2 of the Plan for the
full purchase price of the shares to be purchased, subject to such further
limitations and rules or procedures as the Committee may from time to time
establish as to any non-cash payment and as to the tax withholding
requirements of Section 5.5 of the Plan. Shares delivered in payment of the
exercise price must have been owned by the Employee for at least six months
prior to the exercise. In addition, the Employee (or the Employee's
Beneficiary or Personal Representative) shall furnish any written statements
required pursuant to Section 5.4 of the Plan.
6. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH; CHANGE IN SUBSIDIARY
STATUS. The Option and all other rights hereunder, to the extent not
exercised, shall terminate and become null and void at such time as the
Employee ceases to be employed by either the Corporation or any Subsidiary,
except that
(a) if the Employee terminates by reason other than by death, Total
Disability (as defined in subsection (b) below) or for Cause (as defined
below and as determined by the Committee in its sole discretion), the
Employee may at any time within a period of three months after such
termination exercise the Option to the extent the Option was exercisable at
the date of such termination;
(b) if the Employee terminates by reason of becoming Totally Disabled
(within the meaning of Code Section 22(e)(3) or as otherwise defined by the
Committee), or if the Employee becomes Totally Disabled within three months
after a termination described in subsection (a), then the Option may be
exercised within a period of one year after the Employee becomes Totally
Disabled (or, if earlier, the
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Employee's termination from employment), to the extent that the Option
was exercisable on such date; and
(c) if the Employee dies prior to a termination of employment, or
within three months after a termination of employment under subsection (a)
or (b) above, then the Option may be exercised within a period of one year
after the Employee's termination from employment, to the extent that the
Option was exercisable on such date;
provided, however, that in no event may the Option be exercised by anyone
under this Section or otherwise after the Expiration Date. If the Employee
is employed by an entity which ceases to be a Subsidiary, such event shall be
deemed for purposes of this Section 6 to be a termination of employment
described in subsection (a) in respect of the Employee. Absence from work
caused by military service or authorized sick leave shall not be considered
as a termination of employment for purposes of this Section.
For purposes of this Agreement, "Cause" means that the Committee,
acting in good faith, determines that the Employee has: (a) committed a
material breach of the Employee's duties and responsibilities (other than as
a result of incapacity due to a Total Disability); or (b) been convicted of a
felony, or entered a plea of guilty or nolo contendere with respect to such a
crime; or (c) violated any fiduciary duty or duty of loyalty owed to the
Corporation; or (d) failed to properly discharge the Employee's duties and
responsibilities; or (e) engaged or is engaging in immoderate use of
alcoholic beverages or narcotics or other substance abuse; or (f) violated
any of the Corporation's established employment policies in effect from time
to time.
7. TERMINATION OF OPTION UNDER CERTAIN EVENTS. As permitted by
Section 5.2(c) of the Plan, the Committee retains the right to terminate the
Option.
8. NON-TRANSFERABILITY OF OPTION. The Option and any other rights of
the Employee under this Agreement or the Plan are nontransferable as provided
in Section 1.8 of the Plan.
9. NOTICES. Any notice to be given under the terms of this Agreement
shall be in writing and addressed to the Corporation at its principal office
located at 000 Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx 00000, to
the attention of the Corporate Secretary and to the Employee at the address
given beneath the Employee's signature hereto, or at such other address as
either party may hereafter designate in writing to the other.
10. PLAN. The Option and all rights of the Employee thereunder are
subject to, and the Employee agrees to be bound by, all of the terms and
conditions of Articles 1, 2, 5 and 6 of the Plan, incorporated herein by this
reference, to the extent such provisions are applicable to options granted to
Eligible Employees. The Employee acknowledges receipt of a copy of the Plan,
which is made a part hereof by this reference, and agrees to be bound by the
terms thereof. Unless otherwise expressly provided in other sections of this
Agreement, provisions of the Plan that confer discretionary authority on the
Committee do not (and shall
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not be deemed to) create any rights in the Employee unless such rights are
expressly set forth herein or are otherwise in the sole discretion of the
Committee so conferred by appropriate action of the Committee under the Plan
after the date hereof.
11. NOTICE OF DISPOSITION. The Employee agrees to notify the
Corporation of any sale or other disposition of any shares of Common Stock
received upon exercise of the Option, if such sale or disposition occurs
within two years after the Option Date or within one year after the date of
such exercise.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed on its behalf by a duly authorized officer and the Employee has
hereunto set his or her hand.
KAYNAR TECHNOLOGIES INC.,
a Delaware corporation
By: ______________________________
Name:
Title:
EMPLOYEE
________________________________
(Signature)
________________________________
(Print Name)
________________________________
(Address)
________________________________
(City, State, Zip Code)
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CONSENT OF SPOUSE
In consideration of the execution of the foregoing Incentive Stock Option
Agreement by Kaynar Technologies Inc., I, ____________________________, the
spouse of the Employee herein named, do hereby join with my spouse in executing
the foregoing Incentive Stock Option Agreement and do hereby agree to be bound
by all of the terms and provisions thereof and of the Plan.
DATED: ____________, _____. _____________________________
Signature of Spouse
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