EXHIBIT 10(B)(3)
GENTEX CORPORATION GRANT AGREEMENT
DATE:
_______________
NAME: ____________________
ADDRESS: ____________________
____________________
Dear ________________:
Pursuant to the terms and conditions of the company's Employee Stock Option Plan
(the "Plan"), you have been granted a Non-Qualified Stock Option to purchase
________ shares (the "Option") of stock as outlined below.
Granted To: __________________
SSN ______________
Grant Date: __________________
Options Granted: __________________
Option Price per Share: $_________________ Total Cost to Exercise: $________
Expiration Date: __________________
Vesting Schedule: _____ Year Vesting
_______ on _______
______ on _______
By my signature below, I hereby acknowledge receipt of this Option granted on
the date shown above, which has been issued to me under the terms and conditions
of the Plan. I further acknowledge receipt of the copy of the Plan and agreed to
conform to all of the terms and conditions of the Option and the Plan.
Please return one signed copy of this agreement to Xxxxxxxx Xxxxxx.
Signature: Date:
--------------------------------- ----------------
(NAME)
Note: If there are any discrepancies in the name or address shown above, please
make the appropriate corrections on this form.
1. OPTION PLAN. All of the defined terms contained in this Agreement shall
have the same meaning as is set forth in the Gentex Corporation Employee Stock
Option Plan (as amended and restated effective February 26, 2004), and this
Option Agreement is subject to the terms and provisions of that Plan, as amended
from time to time. If any inconsistency exists between the provisions of this
Agreement and the Plan, the Plan shall govern.
16
2. OPTION GRANT. Effective as of the Grant Date, the Optionee has been
granted an option to purchase that Number of Shares of the Company's common
stock at the Exercise Price for a period ending on the Expiration Date, all as
shown on the cover page hereof. Qualified options (as shown on the cover page)
are intended to carry the favorable income tax consequences for incentive stock
options as defined by Section 422 of the Internal Revenue Code, and
non-qualified options (as shown on the cover page or upon disqualification of an
option granted as a qualified option) are recognized not to be eligible for such
favorable tax treatment.
3. EXERCISE. Options may not be exercised for fewer than the Minimum Shares
per transaction specified on the cover page, and options shall become
exercisable only in accordance with the Vesting Schedule specified on the cover
page. No vesting shall occur after the date of termination of employment with
the Company. Options shall be exercised by written notice to the Company stating
the number of shares to be purchased, signed by the person exercising the
option, and accompanied by payment of the full purchase price of the shares in
cash, in shares of the Company's common stock, by the surrender of option rights
granted under the Plan, or by any combination of cash, stock, or options rights
as provided in the Plan. Promptly after exercise, the Company shall issue a
stock certificate representing that number of shares to which the option was
exercised.
4. OPTIONEE'S AGREEMENT. In consideration of the granting of the option,
the Optionee agrees to continue to serve as an employee of the Company for a
period of not less than twelve (12) months from the Grant Date; provided,
however, that nothing contained in this Agreement shall be interpreted so as to
impose on the Company any obligation to retain the Optionee in its employ for
any period.
5. NON-TRANSFERABILITY. This Agreement and the option it represents shall
not be transferable by the Optionee other than by will or the laws of descent
and distribution, and may be exercised during the lifetime of the Optionee only
by the Optionee or his or her guardian or legal representative. Without limiting
the generality of the foregoing, except as expressly provided above, this option
shall not be transferred, assigned, pledged, or hypothecated in any way, shall
not be assignable by operation of law, and shall not be subject to execution,
levy, attachment, or similar process. Any attempted transfer, assignment,
pledge, hypothecation, or other disposition of this option contrary to the terms
hereof, and any execution, levy attachment or similar process upon the option,
shall be null and void and without effect.
6. TERMINATION OF SERVICE AS EMPLOYEE. In the event the Optionee shall
cease to be employed by the Company for any reason other than on account of his
or her death or disability, this option shall terminate ninety (90) days after
termination of employment in the case of retirement with the consent of the
Company and as of the date of such cessation of employment in all other cases.
7. DEATH OR DISABILITY OF OPTIONEE. In the event of the Optionee's death or
disability while in the employ of the Company, the Optionee, or the Optionee's
personal representative or legatee, as the case may be, may exercise the vested
portion (as of the date of termination of employment) of this option for a
period of twelve (12) months after the death or the date of disability. For
purposes of this Agreement, the date of disability shall be the date of the
injury which caused the disability. In no event, however, shall this option be
exercised after the Expiration Date.
8. ADJUSTMENTS. In the event of any change in the number of outstanding
shares of the Company's common stock by reason of a stock dividend, stock split,
recapitalization, merger, consolidation, split-up, combination, or exchange of
shares, without the receipt of consideration by the Company, then the number of
shares subject to this option, and the option price shall be appropriately
adjusted as provided in the Plan.
9. HOSTILE TAKEOVER. In the event of a hostile change in control of the
Company, the option provided for in this Agreement shall become immediately
exercisable in full, provided the Optionee is employed by the Company at such
time. As used herein, "hostile change of control" shall mean: (i) the
acquisition or accumulation of twenty percent (20%) or more of the Company's
outstanding shares of common stock by any person, entity, or group pursuant to a
published offer to the Company's shareholders, or any merger or consolidation
with any other corporation, where the transaction in question was not either
initiated by the Company, or certified as "friendly" in a resolution by the
Company's Board of Directors passed by the affirmative vote of at least eighty
percent (80%) of all directors; or (ii) the election of a director or directors
not endorsed by the Company's Board of Directors.
The grant of this option shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations, or changes
of its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its business or
assets.
10. RIGHTS AS A SHAREHOLDER. Neither the Optionee nor a transferee of this
option shall have any rights as a shareholder with respect to any shares covered
hereby until the date he or she shall have become the holder of record of such
shares. No adjustment shall be made for dividends, distributions, or other
rights for which the record date is prior to the date on which he or she shall
have become the holder of record thereof, except as provided in paragraph 8
above.
11. MODIFICATIONS, EXTENSION, AND RENEWAL. Subject to the terms and
conditions and within the limitations of the Plan, the Committee may modify or
renew this option, or accept its surrender and authorize the granting of a new
option in substitution; provided, however, that no modification shall alter or
impair any rights or obligations hereunder without the consent of the Optionee.
17
12. POSTPONEMENT OF DELIVERY OF SHARES AND REPRESENTATIONS. The Company, in
its discretion, may postpone the issuance and/or delivery of shares upon any
exercise of an option until completion of such stock exchange listing, or
registration, or other qualification of such shares under any state and/or
federal law, rule, or regulation as the Company may consider appropriate, and
may require any person exercising an option to make such representations,
including a representation that it is the Optionee's intention to acquire shares
for investment and not with a view to distribution thereof, and furnish such
information as it may consider appropriate in connection with the issuance or
delivery of the shares in compliance with applicable laws, rules, and
regulations. In such event no shares shall be issued to such holder unless and
until the Company is satisfied with the accuracy of any such representations.
13. POST-EMPLOYMENT COMPETITION. In the event Optionee engages in any
activity competitive to any business of the Company that is being actively
conducted or planned at the time of termination of Optionee's employment with
the Company, prior to the expiration of four (4) years after such termination of
employment, either directly or indirectly, as a proprietor, partner, employee,
officer, director, consultant, or holder of any equity interest in any
competitive corporation or limited liability company (excluding less than five
percent (5%) interest in any publicly traded entity), then Optionee shall
forfeit all economic benefits derived by the Optionee with respect to all stock
options granted to Optionee that were either outstanding and unexercised as of,
or granted after a date that is four (4) years prior to the date the competitive
activity commenced. Forfeiture of economic benefits shall mean the cancellation
of all unexercised options and the payment to the Company of an amount equal to
the difference between the exercise price and the market value on the date of
exercise for all exercised options. The provisions of this Section 13 shall have
no further force or effect in the event of a hostile change in control as
specified in Section 9 above. By accepting this option grant, Optionee agrees
that the provisions of this Section 13 shall apply to all options granted to
Optionee prior to the date hereof under any option plan sponsored by the
Company, including the Company's Employee Stock Purchase Plan.
18
