FUEL TECH, INC. INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Exhibit
4.7
INCENTIVE
PLAN
NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT dated as of Xxxx
x, 200x
between
Fuel Tech, Inc., a Delaware corporation (“the Company”), of ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and
Participant
a
director, officer, employee of or consultant to the Company or an affiliate
thereof (“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 non-qualified
stock option award under the Company’s Incentive Plan (the “Plan”);
and
WHEREAS,
the Participant desires to obtain such opportunity;
NOW
THEREFORE, the parties agree, as follows:
1.
Option
Grant.
The
Company grants to the Participant as of the date first written above (the “Grant
Date”) the right and option (“this Option”), to purchase
xx,000 shares of
Common
Stock of the Company, par value $.01 per share (“the Stock”) at the exercise
price per share of U.S.
$x.xx,
subject, in all respects, to the terms and conditions of the Plan and to the
following terms and conditions.
2.
Vesting.
This
Option shall only be first exercisable (“vest”), in whole or in part, with
respect to the shares optioned, as to 50%, 75% and 100% of such shares, after
5:00 p.m. on the day preceding the second, third and fourth anniversaries,
respectively, of the Grant Date. Pursuant to and as defined in the Plan,
however, all shares optioned hereunder shall immediately vest upon a Change
of
Control of the Company.
3.
Term
and Termination.
(a)
The
term of this Option shall be a period commencing on the Grant Date and ending
at
5:00 p.m. on the date preceding the tenth anniversary thereof (“Expiration
Date”). Upon the termination of the Participant’s status as a director, officer,
employee of or consultant to the Company or an affiliate thereof on account
of:
(i)
reasons other than normal retirement, death, total disability and cause, such
portion of this option that has not then vested shall terminate immediately
but
such portion of this option that has then vested shall continue and become
non-exercisable immediately at 5:00 p.m. upon the date which is thirty (30)
days
after such termination of the Participant’s status;
(ii)
death, total disability or normal retirement, such portion of this option that
has not then vested shall terminate immediately but such portion of this Option
that has then vested may be exercised by the Participant or, pursuant to and
as
defined in the Plan, the Participant’s Beneficiary at any time during the period
ending on the earlier of (x) the Expiration Date (provided that such option
would have been able to have been exercised according to its terms absent such
death, total disability or normal retirement) or (y) 5:00 p.m. on the day
preceding the fifth anniversary of such death, total disability or normal
retirement; or (iii) cause, in which case all options granted hereunder shall
terminate and be immediately nonexercisable.
(b)
Notwithstanding the foregoing, where termination shall not have been for cause,
of which the Board shall be the sole judge, the Board may in its sole discretion
permit options hereunder to be exercised by the Participant at any time during
the period ending not later than the Expiration Date as the Board shall agree,
provided such option would have been able to have been exercised according
to
its terms absent termination.
(c)
“Normal Retirement” shall mean resignation of the Participant’s status as a
director, officer, employee of or consultant to the Company or an affiliate
thereof on or after attaining age sixty-five (65) or such earlier age as to
which the Board shall consent. “Cause” shall mean, in the sole judgment of the
Board, conviction of the Participant under, or a plea of guilty by the
participant to any State or Federal felony charge (or the equivalent thereof
outside of the United States); any instance of fraud, embezzlement,
self-dealing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or similar malfeasance with respect to the Company
regardless of amount; substance or alcohol abuse; or other conduct for which
dismissal has been identified in the Fuel Tech, Inc. Employee Handbook, or
any
successor manual, as a potential disciplinary measure. “Board” shall include any
committee of the Board appointed to administer the Plan.
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 or the Chief Financial Officer of the Company, or
their delegates, accompanied by the Participant’s check or a bank check in the
amount of the exercise price, or by delivery to the Company by the Participant
of shares of Stock previously owned equal in value to the exercise price as
of
the date of exercise, or by a request in the Participant’s notice of exercise
that the Participant desires a “Net Issue” exercise of the Option. “Net Issue”
means delivery to the Participant in complete satisfaction of the exercise,
that
number of shares of Stock which shall be the number exercised less a number
equal in value to the exercise price as of the date of exercise. Value for
purposes of exercise
by delivery of previously owned Stock or by a Net Issue exercise request shall
be determined in the same manner as the determination of value under the Plan
for the grant of option Awards.
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 and other pay-roll related items legally required
to
be withheld 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.