EXHIBIT 10.24
1997 ADVANCED TECHNICAL PRODUCTS, INC.
INCENTIVE STOCK OPTION AGREEMENT
1. GRANT OF OPTION. Pursuant to the 1997 Advanced Technical
Products, Inc. Stock Option Plan (the "Plan") for key employees of Advanced
Technical Products, Inc. (the "Company") and its subsidiaries, and subject to
the limitations of Section 3 hereof, the Company grants to
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(the "Option Holder")
an incentive option to purchase from the Company a total of _________ shares of
Common Stock $0.01 par value, of the Company at $_____ per share (being at least
the fair market value per share of the Common Stock on the date of this grant),
in the amounts, during the periods and upon the terms and conditions set forth
in this Agreement.
2. TIME OF EXERCISE. Except only as specifically provided
elsewhere in this Agreement, this option is exercisable in the following
cumulative installments:
a. Up to ___% of the total optioned shares at any time after
------------, ----;
b. Up to an additional ___% of the total optioned shares at
any time after _____________, ____;
c. Up to an additional ___% of the total optioned shares at
any time after ___________, ____;
d. Up to an additional ___% of the total optioned shares at
any time after __________, ____; and
e. The remaining ___% of the total optioned shares at any time
after ___________, _____.
If an installment covers a fractional share, such installment will be rounded
off to the next highest share, except the final installment, which will be for
the balance of the total optioned shares. In the event of the Option Holder's
termination of employment for whatever cause, the option will be exercisable
only to the extent that the Option Holder could have exercised it on the date of
his termination of employment.
3. EXERCISE OF OPTION. The exercise of this option shall
entitle the Option Holder to purchase shares of Common Stock of the Company.
4. SUBJECT TO PLAN. This option and the grant and exercise
thereof are subject to the terms and conditions of the Plan, which is
incorporated herein by reference and made a part hereof, but the terms of the
Plan shall not be considered an enlargement of any benefits under this
Agreement. In addition, this option is subject to any rules and regulations
promulgated pursuant to the Plan, now or hereafter in effect.
5. TERM. This option will terminate at the first of the
following:
a. 5 p.m. on __________, ____.
b. 5 p.m. on the later of the date of expiration or 180 days
following the date of the Option Holder's termination of
employment with the Company and its subsidiaries by reason
of the Option Holder's death or disability (within the
meaning of Section 22(e)(3) of the Internal Revenue Code).
c. 5 p.m. on the date 30 days following the date the Option
Holder's employment with the Company and its subsidiaries
terminates other than by death or disability.
6. WHO MAY EXERCISE. During the lifetime of the Option Holder,
this option may be exercised only by the Option Holder. If the Option Holder
dies or becomes disabled (within the meaning of Section 22(e)(3) of the Internal
Revenue Code) prior to the termination date specified
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in Section 5 hereof without having exercised the option as to all of the shares
covered hereby, the option may be exercised to the extent the Option Holder
could have exercised the option on the date of his death or disability at any
time prior to the earlier of the dates specified in Section 5(a) and (b) hereof
by (i) the Option Holder's estate or a person who acquired the right to exercise
the option by bequest or inheritance or by reason of the death of the Option
Holder in the event of the Option Holder's death, or (ii) the Option Holder or
his personal representative in the event of the Option Holder's disability,
subject to the other terms of this Agreement, the Plan and applicable laws,
rules and regulations. For purposes of this Agreement, the Company shall
determine the date of disability of the Option Holder.
7. RESTRICTIONS ON EXERCISE. This option:
a. may be exercised only with respect to full shares and no
fractional share of stock shall be issued;
b. may not be exercised in whole or in part and no cash or
certificates representing shares subject to such option
shall be delivered, if any requisite approval or consent
of any government authority of any kind having
jurisdiction over the exercise of options shall not have
been secured; and
c. may be exercised only if at all times during the period
beginning with the date of the granting of the option and
ending on the date 30 days prior to the date of exercise
the Option Holder was an employee of either the Company or
a subsidiary of the Company; provided, if the Option
Holder's continuous employment is terminated by (i)
disability, the option may be exercised in accordance with
Section 6, or (ii) death, or if the Option Holder dies
within said 30-day period, the option may be exercised in
accordance with Section 6.
8. MANNER OF EXERCISE. Subject to such administrative
regulations as the Board of Directors may from time to time adopt, the Option
Holder or beneficiary shall, in order to exercise this option, give written
notice ("the Notice") to the Company of the exercise price and the number of
shares which he will purchase. Any Notice shall include full payment in United
States dollars of
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the option exercise price for the shares of stock being purchased and an
undertaking to furnish or execute such documents as the Company in its
discretion shall deem necessary (i) to evidence such exercise, in whole or in
part, of the option evidenced by this Agreement, (ii) to determine whether
registration is then required under the Securities Act of 1933, or any other
law, as then in effect, and (iii) to comply with or satisfy the requirements of
the Securities Act of 1933, or any other law, as then in effect.
9. NON-ASSIGNABILITY. This option is not assignable or transferable by
the Option Holder except by will or by the laws of descent and distribution.
10. RIGHTS OF STOCKHOLDER. The Option Holder will have no rights as a
stockholder with respect to any shares covered by this option until the issuance
of a certificate or certificates to the Option Holder for the shares. Except as
otherwise provided in Section 11 hereof, no adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such certificate or certificates.
11. CAPITAL ADJUSTMENTS. The number of shares of Common Stock covered
by this option, and the option price thereof, shall be subject to such
adjustment as the Board of Directors of the Company deems appropriate to reflect
any stock dividend, stock split, share combination, exchange of shares,
recapitalization, merger, consolidation, separation, reorganization, liquidation
or the like, of or by the Company.
12. LAW GOVERNING. This Agreement is intended to be performed in the
State of Delaware and shall be construed and enforced in accordance with and
governed by the laws of such State.
13. DATE OF GRANT. The date of grant of this option is __________,
____.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and the Option Holder, to evidence his consent
and approval of all the terms hereof, has duly executed this Agreement, as of
the date specified in Section 13 hereof.
ADVANCED TECHNICAL PRODUCTS, INC,
By: ________________________________
Xxxxx X. Xxxxxx, Chairman of the Board,
President and Chief Executive Officer
OPTION HOLDER:
____________________________________
Name: ______________________________
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