[ARMOR HOLDINGS, INC. LOGO]
ARMOR HOLDINGS, INC.
2005 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement") made as of this
<<NUMBERDATE>> day of <<MONTH>>, <<YEAR>>, by and between Armor Holdings, Inc.,
a Delaware corporation, having its principal office at 0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 (the "Company"), and <<FIRSTNAME>>
<<LASTNAME>>, an individual residing in <<citystate>> (the "Optionee").
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Company's 2005 Stock Incentive Plan.
WHEREAS, the Company has heretofore adopted the Armor Holdings, Inc. 2005
Stock Incentive Plan (the "Plan") for the benefit of certain employees,
officers, directors, consultants, independent contractors and advisors of the
Company or Subsidiaries of the Company, which Plan has been approved by the
Company's stockholders; and
WHEREAS, the Optionee is a valued and trusted employee of the Company
and/or one of its subsidiaries and the Company believes it to be in the best
interests of the Company to secure the future services of the Optionee by
providing the Optionee with an inducement to remain an employee of the Company
and/or one of its Subsidiaries through the grant of an option to acquire an
ownership interest in the Company.
NOW, THEREFORE, the parties agree as follows:
1. OPTION GRANT. Subject to the provisions hereinafter set forth and the
terms and conditions of the Plan, the Company hereby grants to the Optionee, as
of <<GRANTDATE>> (the "Grant Date"), the right, privilege and option (the
"Option") to purchase all or any part of an aggregate of <<AMOUNTOFOPTIONS>>
shares (the "Shares") of common stock of the Company, par value $.01 per share
(the "Common Stock"), such number being subject to adjustment as provided in the
Plan. To the extent applicable, this Option is intended to qualify as an
"incentive stock option" ("ISO") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), to the extent permitted
under Section 422 of the Code.
2. EXERCISE PRICE. Subject to adjustment as provided in the Plan, the
purchase price per Share of Common Stock as to which this Option is exercised
(the "Exercise Price") shall be $<<SHAREPRICE>>, the Fair Market Value of such
Shares on the Grant Date.
3. EXERCISE OF OPTION. The term of the Option shall be for a period of
seven (7) years from the Grant Date and shall expire without further action
being taken at 5:00 p.m., <<EXPIRATIONDATE>>, subject to earlier termination as
provided in Section 5 hereof (the "Expiration Date"). The Option may be
exercised at any time, or from time to time, prior to the Expiration Date (or
such additional period as may be permitted under the Plan) as to any part or all
of the Shares covered by the Option, pursuant to the vesting schedule contained
in Section 4.1 hereof; provided, however, that the Option may not be exercised
as to less than one hundred (100) shares, unless it is exercised as to all
Shares as to which this Option is then exercisable.
0000 XXXXX XXXXXXX XXXXXXX, XXXXX 000 XXXXXXXXXXXX, XX 00000
TEL: 000.000.0000 FAX: 000.000.0000
4. VESTING AND LOCKUP RELEASE SCHEDULE.
4.1 Vesting Date. The Shares into which this Option is exercisable
shall vest in accordance with the following schedule:
<TABLE>
NUMBER OF NUMBER OF TOTAL NUMBER
VESTING DATE ISOS NON-QUALIFIED OF SHARES
---------------------- --------------- ------------------ ------------------
<<INSERT DATE>> <<TOTAL_ISOS>> <<TOTAL_NQSOS>> <<AMOUNTOFOPTIONS>>
</TABLE>
The allocation of options granted between ISOs and NQSOs indicated above is a
result of the Limitations on ISO as outlined in the 2005 Stock Incentive Plan
and reproduced below.
5.7 LIMITATIONS ON ISO. THE AGGREGATE FAIR MARKET VALUE (DETERMINED AS
OF THE DATE OF GRANT) OF SHARES WITH RESPECT TO WHICH ISO'S ARE
EXERCISABLE FOR THE FIRST TIME BY A PARTICIPANT DURING ANY CALENDAR
YEAR (UNDER THIS PLAN OR UNDER ANY OTHER INCENTIVE STOCK OPTION PLAN OF
THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY) WILL NOT EXCEED $100,000
OR SUCH OTHER AMOUNT AS MAY BE REQUIRED BY THE CODE. IF THE FAIR MARKET
VALUE OF SHARES ON THE DATE OF GRANT WITH RESPECT TO WHICH ISO'S ARE
EXERCISABLE FOR THE FIRST TIME BY A PARTICIPANT DURING ANY CALENDAR
YEAR EXCEEDS $100,000, THEN THE OPTIONS FOR THE FIRST $100,000 WORTH OF
SHARES TO BECOME EXERCISABLE IN SUCH CALENDAR YEAR WILL BE ISO'S AND
THE OPTIONS FOR THE AMOUNT IN EXCESS OF $100,000 THAT BECOME
EXERCISABLE IN THAT CALENDAR YEAR WILL BE NQSO'S. IN THE EVENT THAT THE
CODE OR THE REGULATIONS PROMULGATED THEREUNDER ARE AMENDED AFTER THE
EFFECTIVE DATE OF THIS PLAN TO PROVIDE FOR A DIFFERENT LIMIT ON THE
FAIR MARKET VALUE OF SHARES PERMITTED TO BE SUBJECT TO ISO'S, SUCH
DIFFERENT LIMIT WILL BE AUTOMATICALLY INCORPORATED HEREIN AND WILL
APPLY TO ANY OPTIONS GRANTED AFTER THE EFFECTIVE DATE OF SUCH
AMENDMENT.
4.2 Shares that are vested pursuant to the schedule set forth in
Section 4.1 hereof are "Vested Shares."
5. TERMINATION.
5.1 Termination for Any Reason Except Death, Disability or Cause. If
Optionee is Terminated for any reason (including if the Optionee voluntarily
terminates employment by the Company) except Optionee's death, Disability or
Cause, then this Option, to the extent (and only to the extent) that it is
vested in accordance with the schedule set forth in Section 4.1 hereof on the
Termination Date, may be exercised by Optionee no later than three (3) months
after the Termination Date, (or such longer time period not exceeding five (5)
years as may be determined by the Committee, with any exercise beyond three (3)
months after the Termination Date deemed to be a NQSO), but in any event no
later than the Expiration Date.
5.2 Termination Because of Death or Disability. If Optionee is
Terminated because of death or Disability of Optionee, then this Option, to the
extent that it is vested in accordance with the schedule set forth in Section
4.1 hereof on the Termination Date, may be exercised by Optionee (or Optionee's
legal representative or authorized assignee) no later than twelve (12) months
after the Termination Date (or such longer time period not exceeding five (5)
years as may be determined by the Committee, with any such exercise beyond
twelve (12) months after the Termination Date when the Termination is for
Participant's death or Disability, deemed to be a NQSO), but in any event no
later than the Expiration Date. Any exercise after
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three months after the Termination Date when the Termination is for any reason
other than Optionee's disability, within the meaning of Section 22(e)(3) of the
Code, shall be deemed to be the exercise of a nonqualified stock option.
5.3 Termination for Cause. If an Optionee is terminated for Cause,
neither the Optionee, the Optionee's estate nor such other person who may then
hold the Option shall be entitled to exercise any Option with respect to any
Shares whatsoever, after termination of service, whether or not after
termination of service the Optionee may receive payment from the Company or
Subsidiary for vacation pay, for services rendered prior to termination, for
services rendered for the day on which termination occurs, for salary in lieu of
notice, or for any other benefits. In making such determination, the Committee
shall give the Optionee an opportunity to present to the Committee evidence on
his behalf. For the purpose of this paragraph, termination of service shall be
deemed to occur on the date when the Company dispatches notice or advice to the
Optionee that Optionee's service is terminated.
For purposes of this Agreement, Termination for Cause means that the
Company has cause to terminate an Optionee's employment or service under any
existing employment, consulting or any other agreement between the Optionee and
the Company or, if such an agreement does not exist, upon finding that (i) the
Optionee has ceased to perform his duties (other than as a result of his
incapacity due to physical or mental illness or injury), which constitutes an
intentional or extended neglect of his/her duties, (ii) the Optionee has engaged
or is about to engage in conduct materially injurious to the Company or (iii)
the Optionee has been convicted of a felony.
5.4 No Obligation to Employ. Nothing in the Plan or this Agreement
shall confer on Optionee any right to continue in the employ of, or other
relationship with, the Company, a Subsidiary or an Affiliate, or limit in any
way the right of the Company or any Affiliate or Subsidiary of the Company to
terminate Optionee's employment or other relationship at any time, with or
without Cause. This Agreement does not constitute an employment contract. This
Agreement does not guarantee employment for the length of time of the Vesting
Schedule or for any portion thereof.
6. MANNER OF EXERCISE.
6.1 Stock Option Exercise Procedures. To exercise this Option, Optionee
(or in the case of exercise after Optionee's death, Optionee's executor,
administrator, heir or legatee, as the case may be) must follow such exercise
procedures as may be established by the Committee from time to time in its sole
discretion. Such procedures may include requiring that the Optionee provide
certain information including, inter alia, Optionee's election to exercise this
Option, the number of Shares being purchased, any restrictions imposed on the
Shares and any representations, warranties and agreements regarding Optionee's
investment intent and access to information as may be required by the Company to
comply with applicable securities laws. If someone other than Optionee exercises
this Option, then such person may be required to submit documentation reasonably
acceptable to the Company that such person has the right to exercise this
Option.
6.2 Limitations on Exercise. This Option may not be exercised unless
such exercise is in compliance with all applicable federal and state securities
laws, as they are in effect on the date of exercise.
6.3 Payment. An exercise of this Option shall be accompanied by full
payment of the aggregate Exercise Price for the Shares being purchased (a) in
cash (by check), or (b) provided that a public market for the Company's stock
exists: (1) through a "same day sale" commitment from Optionee and a
broker-dealer that is a member of the National Association of
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Securities Dealers (an "NASD Dealer") whereby Optionee irrevocably elects to
exercise this Option and to sell a portion of the Shares so purchased to pay for
the aggregate Exercise Price and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the aggregate Exercise Price directly to
the Company; or (2) through a "margin" commitment from Optionee and an NASD
Dealer whereby Optionee irrevocably elects to exercise this Option and to pledge
the Shares so purchased to the NASD Dealer in a margin account as security for a
loan from the NASD Dealer in the amount of the aggregate Exercise Price, and
whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the aggregate Exercise Price directly to the Company. Notwithstanding
the foregoing, the Board of Directors or the Committee, in their sole
discretion, may allow for the full payment of the aggregate Exercise Price for
the Shares being purchased to be made by any other method which is in accordance
with the provisions of the Plan.
6.4 Tax Withholding. Prior to the issuance of the Shares upon exercise
of this Option, Optionee must pay or provide for any applicable federal or state
withholding obligations of the Company. If the Committee permits, Optionee may
provide for payment of withholding taxes upon exercise of this Option by
requesting that the Company retain Shares with a Fair Market Value equal to the
minimum amount of taxes required to be withheld determined on the date that the
amount of tax to be withheld is to be determined. In such case, the Company
shall issue the net number of Shares to the Optionee by deducting the Shares
retained from the Shares issuable upon exercise.
6.5 Issuance of Shares. Provided that both the exercise procedures
established by the Committee and payment are in manner, form and substance
satisfactory to the Company, and upon the Company's request to counsel for the
Company, the Company shall issue the Shares registered in the name of Optionee,
Optionee's authorized assignee, or Optionee's legal representative, and shall
deliver certificates representing the Shares with the appropriate legends
affixed thereto.
7. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. To the extent this
Option is an ISO, if Optionee sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (a) the date two (2)
years after the Date of Grant, and (b) the date one (1) year after transfer of
such Shares to Optionee upon exercise of this Option, then Optionee shall
immediately notify the Company in writing of such disposition.
8. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of this Option and
the issuance and transfer of Shares to the Optionee shall be subject to
compliance by the Company and Optionee with (i) all applicable requirements of
federal and state securities laws, (ii) all applicable requirements of any stock
exchange on which the Company's Common Stock may be listed and (iii) any
applicable policy of the Company regarding the trading of securities of the
Company, each at the time of such issuance and transfer. Optionee understands
that the Company is under no obligation to register or qualify the Shares with
the SEC, any state securities commission or any stock exchange to effect such
compliance.
9. NONTRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner other than by will or by the laws of descent and distribution. During the
lifetime of Optionee, the Option shall be exercisable only by Optionee
personally or by the Optionee's legal representative. The terms of this Option
shall be binding upon the executors, administrators, successors and assigns of
Optionee.
10. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not have any of the
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.
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11. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Optionee.
12. ENTIRE AGREEMENT. The Plan is incorporated herein by reference. This
Agreement and the Plan and any exercise procedures as may be established by the
Committee constitute the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof and supersede all prior
understandings and agreements with respect to such subject matter.
13. NOTICES. Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal delivery;
three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile.
14. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under
this Agreement. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Company. Subject to the restrictions on
transfer set forth herein, this Agreement shall be binding upon Optionee and
Optionee's heirs, executors, administrators, legal representatives, successors
and assigns.
15. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, applicable to agreements made
and to be performed entirely within such state, other than conflict of laws
principles thereof directing the application of any law other than that of
Delaware.
16. ACCEPTANCE. Optionee hereby acknowledges receipt of a copy of the Plan
and this Agreement. Optionee has read and understands the terms and provisions
of the Plan, and accepts this Option subject to all the terms and conditions of
the Plan and this Agreement. This Option is subject to, and the Company and the
Optionee agree to be bound by, all of the terms and conditions of the Plan under
which this Option was granted, as the same shall have been amended, restated or
otherwise modified from time to time in accordance with the terms thereof.
Pursuant to said Plan, the Board of Directors of the Company, or the Committee
is vested with final authority to interpret and construe the Plan and this
Option, and its present form is available for inspection during the business
hours by the Optionee or other persons entitled to exercise this Option at the
Company's principal office. Optionee acknowledges that there may be adverse tax
consequences upon exercise of this Option or disposition of the Shares and that
the Company has advised Optionee to consult a tax advisor prior to such exercise
or disposition.
17. COVENANTS OF THE OPTIONEE
The Optionee agrees (and for any heir, executor, administrator, legal
representative, successor, or assignee xxxxxx agrees), as a condition upon
exercise of the Option granted hereunder:
(a) Upon the request of the Committee, to execute and deliver a
certificate, in form satisfactory to the Committee, certifying that the Shares
being acquired upon exercise of the Option are for such person's own account for
investment only and not with any view to or present intention to resell or
distribute the same. The Optionee hereby agrees that the Company shall have no
obligation to deliver the Shares issuable upon exercise of the Option unless and
until such certificate shall be executed and delivered to the Company by the
Optionee or any successor.
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(b) Upon the request of the Committee, to execute and deliver a
certificate, in form satisfactory to the Committee, certifying that any
subsequent resale or distribution of the Shares by the Optionee shall be made
only pursuant to either (i) a Registration Statement on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), which
Registration Statement has become effective and is current with regard to the
Shares being sold, or (ii) a specific exemption from the registration
requirements of the Securities Act, but in claiming such exemption the Optionee
shall, prior to any offer of sale or sale of such Shares, obtain a prior
favorable written opinion of counsel, in form and substance satisfactory to
counsel for the Company, as to the application of such exemption thereto. The
foregoing restriction contained in this subparagraph (b) shall not apply to (i)
issuances by the Company so long as the Shares being issued are registered under
the Securities Act and a prospectus in respect thereof is current, or (ii)
re-offerings of Shares by Affiliates of the Company (as defined in Rule 405 or
any successor rule or regulation promulgated under the Securities Act) if the
Shares being re-offered are registered under the Securities Act and a prospectus
in respect thereof is current.
(c) That certificates evidencing Shares purchased upon exercise of the
Option shall bear a legend, in form satisfactory to counsel for the Company,
manifesting the investment intent and resale restrictions of the Optionee
described in this Section.
(d) That upon exercise of the Option granted hereby, or upon sale of
the Shares purchased upon exercise of the Option, as the case may be, the
Company shall have the right to require the Optionee to remit to the Company, or
in lieu thereof, the Company may deduct, an amount of shares or cash sufficient
to satisfy federal, state or local withholding tax requirements, if any, prior
to the delivery of any certificate for such Shares or thereafter, as
appropriate.
18. OBLIGATIONS OF THE COMPANY
18.1 Upon the exercise of this Option in whole or in part, the Company
shall cause the purchased Shares to be issued only when it shall have received
the full payment of the aggregate Exercise Price in accordance with the terms of
this Agreement.
18.2 The Company shall cause certificates for the Shares as to which
the Option shall have been exercised to be registered in the name of the person
or persons exercising the Option, which certificates shall be delivered by the
Company to the Optionee only against payment of the full Exercise Price in
accordance with the terms of this Agreement for the portion of the Option
exercised.
18.3 In the event that the Optionee shall exercise this Option with
respect to less than all of the Shares of Common Stock that may be purchased
under the terms hereof, the Company shall issue to the Optionee a new Option,
duly executed by the Company and the Optionee, in form and substance identical
to this Option, for the balance of Shares of Common Stock then issuable pursuant
to the terms of this Option.
18.4 Notwithstanding anything to the contrary contained herein, neither
the Company nor its transfer agent shall be required to issue any fraction of a
Share of Common Stock in connection with the exercise of this Option, and the
Company shall, upon exercise of this Option in whole or in part, issue the
largest number of whole Shares of Common Stock to which this Option is entitled
upon such full or partial exercise and shall return to the Optionee the amount
of the aggregate Exercise Price paid by the Optionee in respect of any
fractional Share.
18.5 The Company may endorse such legend or legends upon the
certificates for Shares issued to the Optionee pursuant to the Plan and may
issue such "stop transfer" instructions to its transfer agent in respect of such
Shares as, in its discretion, it determines to be necessary or
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appropriate to: (i) prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act; (ii) implement the provisions
of the Plan and any agreement between the Company and the Optionee with respect
to such Shares; or (iii) permit the Company to determine the occurrence of a
disqualifying disposition, as described in Section 421(b) of the Code, of Shares
transferred upon exercise of an incentive stock option granted pursuant to this
Agreement and under the Plan.
18.6 The Company shall pay all issue or transfer taxes with respect to
the issuance or transfer of Shares to the Optionee, as well as all fees and
expenses necessarily incurred by the Company in connection with such issuance or
transfer, except fees and expenses which may be necessitated by the filing or
amending of a Registration Statement under the Securities Act, which fees and
expenses shall be borne by the Optionee, unless such Registration Statement
under the Securities Act has been filed by the Company for its own corporate
purposes (and the Company so states) in which event the Optionee shall bear only
such fees and expenses as are attributable solely to the inclusion of the Shares
he or she receives in the Registration Statement.
18.7 All Shares issued following exercise of the Option and the payment
of the Exercise Price in accordance with the terms of this Agreement therefore
shall be fully paid and non-assessable to the extent permitted by law.
19. MISCELLANEOUS
19.1 If the Optionee loses this Agreement representing the Option
granted hereunder, or if this Agreement is stolen or destroyed, the Company
shall, subject to such reasonable terms as to indemnity as the Committee, in its
sole discretion shall require, enter into a new option agreement pursuant to
which the Company shall issue a new Option, in form and substance identical to
this Option, and in substitution for, the Option so lost, stolen or destroyed,
and in the event this Agreement representing the Option shall be mutilated, the
Company shall, upon the surrender hereof, enter into a new option agreement
pursuant to which the Company shall issue a new Option, in form and substance
identical to this Option, and in substitution for, the Option so mutilated.
19.2 This Agreement cannot be amended, supplemented or changed, and no
provision hereof can be waived, except by a written instrument making specific
reference to this Agreement and signed by the party against whom enforcement of
any such amendment, supplement, modification or waiver is sought. A waiver of
any right derived hereunder by the Optionee shall not be deemed a waiver of any
other right derived hereunder.
19.3 This Agreement may be executed in any number of counterparts, but
all counterparts will together constitute but one agreement.
19.4 In the event of a conflict between the terms and conditions of
this Agreement and the Plan, the terms and conditions of the Plan shall govern.
19.5 Any dispute regarding the interpretation of this Agreement shall
be submitted by Optionee or the Company to the Committee for review. The
resolution of such a dispute by the Committee shall be final and binding on the
Company and Optionee.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
duplicate by its duly authorized representative and Optionee has executed this
Agreement in duplicate as of the Date of Grant.
ARMOR HOLDINGS, INC.
By:
------------------------------
Name:
Title:
OPTIONEE:
------------------------------
<<FirstName>> <<LastName>>
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