MARLTON TECHNOLOGIES, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION (the "Option") is granted as of the 20th day of
December 2004, by MARLTON TECHNOLOGIES, INC., a Pennsylvania corporation (the
"Company") to XXXXXXX X. XXXXXX (the "Optionee").
W I T N E S S E T H :
1. Grant. Pursuant to the Company's 2001 Equity Incentive Plan (the
"Plan"), the Company hereby grants to the Optionee Stock Options (the "Options")
to purchase on the terms and conditions set forth herein, an aggregate of One
Hundred Twenty-Five Thousand (125,000) shares (appropriately adjusted for any
subsequent stock splits, stock combinations or similar capital restructuring) of
the Company's Common Stock, no par value per share (the "Option Shares"), at a
purchase price per share of Eight-two and One-half Cents ($.825) (the "Option
Price").
2. Term. This Option Agreement and Optionee's right to exercise
Options vested in accordance with Paragraph 3 shall terminate on the earlier of
(i) December 19, 2009, or (ii) upon termination of Optionee's employment or
Employment Agreement with the Company, provided that in the event of termination
due to Optionee's death or disability, Optionee (or Optionee's spouse or estate)
may exercise this Option Agreement for a period of six months following the date
of termination as to Options fully vested on or before the date of termination.
3. Vesting. The Options will vest in full on the date of this
Agreement.
4. Method of Exercise and Payment. Vested Options may be exercised
from time to time, in whole or in part. The Option may be exercised by written
notice to the Company specifying the total number of Option Shares to be
exercised. The notice shall be accompanied by payment in cash or by check equal
to the aggregate Option Price of all Option Shares covered by such notice.
5. Notices. Any notice to be given to the Company shall be addressed
to the Company at its principal executive office, and any notice to be given to
the Optionee shall be addressed to the Optionee at the address then appearing on
the records of the Company or at such other address as either party hereafter
may designate in writing to the other. Any such notice shall be deemed to have
been duly given when deposited in the United States mail, addressed as
aforesaid, registered or certified mail, and with proper postage and
registration or certification fees prepaid.
6. General. This Option shall not be assignable by Optionee. Stock
certificates representing the Option Shares acquired shall bear any legends
required by applicable state and federal securities laws. Company stock
issuances are unregistered, requiring a one year holding period.
7. Tax Provision. This Option Agreement shall be interpreted and
construed in a manner consistent with, and to satisfy the requirements of, the
incentive stock option provisions of the Internal Revenue Code of 1986, as it
may be amended from time to time (the "Code") and of the Plan. This Option
Agreement is intended to satisfy the requirements of the Plan, Section 422A(b)
of the Code and qualify for special tax treatment under Section 421 et seq. of
the Code.
IN WITNESS WHEREOF, the parties have executed this Option Agreement
as of the day and year first above written.
MARLTON TECHNOLOGIES, INC.
Attest:
______________________________ By:____________________________
Xxxx X. Xxxxxxxx, Secretary Xxxxxx X. Xxxxxxxx, President
Witness:
______________________________ ____________________________
Optionee: Xxxxxxx X. Xxxxxx
