0001193125-09-223946 Sample Contracts

AGREEMENT
Agreement • November 4th, 2009 • Lydall Inc /De/ • Motor vehicle parts & accessories • Connecticut

or such other address as such party shall have specified most recently by written notice. Notice mailed as provided herein shall be deemed given when so delivered personally or sent by facsimile transmission, or, if sent by overnight mail, on the day after the date of mailing.

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FORM of LYDALL, INC. NONQUALIFIED STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS IN LIEU OF CASH-BASED RETIREMENT BENEFITS
Nonqualified Stock Option Agreement • November 4th, 2009 • Lydall Inc /De/ • Motor vehicle parts & accessories • Connecticut

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of ,20 (the “Date of Grant”) between Lydall, Inc., a Delaware corporation (the “Company”), and the undersigned recipient (the “Recipient”) of a Nonqualified Stock Option granted under the Amended and Restated Lydall 2003 Stock Incentive Compensation Plan (the “Plan”). All capitalized terms used but not defined in this Agreement shall have the same meanings that have been ascribed to them in the Plan, unless the context clearly requires otherwise.

FORM of LYDALL, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 4th, 2009 • Lydall Inc /De/ • Motor vehicle parts & accessories • Connecticut

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made between Lydall, Inc., a Delaware corporation (the “Company”), and the recipient (the “Recipient”) of a Nonqualified Stock Option granted under the Amended and Restated Lydall 2003 Stock Incentive Compensation Plan (the “Plan”). The specific terms and conditions of the Stock Option, including the date of grant as of which the Stock Option shall be effective (the “Date of Grant”), are set forth in the award letter (the “Award Letter”), dated , 20 , from the President and Chief Executive Officer of the Company to the Recipient, this Agreement and the Plan, all of which will become binding upon the Recipient’s acceptance of the Stock Option in accordance with the terms and provisions of this Agreement. All capitalized terms used but not defined in this Agreement shall have the same meanings that have been ascribed to them in the Plan, unless the context clearly requires otherwise.

FORM of LYDALL, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • November 4th, 2009 • Lydall Inc /De/ • Motor vehicle parts & accessories • Connecticut

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made between Lydall, Inc., a Delaware corporation (the “Company”), and the recipient (the “Recipient”) of an Incentive Stock Option granted under the Amended and Restated Lydall 2003 Stock Incentive Compensation Plan (the “Plan”). The specific terms and conditions of the Stock Option, including the date of grant as of which the Stock Option shall be effective (the “Date of Grant”), are set forth in the award letter (the “Award Letter”), dated , 20 , from the President and Chief Executive Officer of the Company to the Recipient, this Agreement and the Plan, all of which will become binding upon the Recipient’s acceptance of the Stock Option in accordance with the terms and provisions of this Agreement. All capitalized terms used but not defined in this Agreement shall have the same meanings that have been ascribed to them in the Plan, unless the context clearly requires otherwise.

Form of LYDALL, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 4th, 2009 • Lydall Inc /De/ • Motor vehicle parts & accessories • Connecticut

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made between Lydall, Inc., a Delaware corporation (the “Company”), and the recipient (the “Recipient”) of Restricted Stock (the “Award”) granted under the Amended and Restated Lydall 2003 Stock Incentive Compensation Plan (the “Plan”). The specific terms and conditions of the Award, including the date of grant as of which the Award shall be effective (the “Date of Grant”), are set forth in the award letter (the “Award Letter”), dated , 20 , from the President and Chief Executive Officer of the Company to the Recipient, this Agreement and the Plan, all of which will become binding upon the Recipient’s acceptance of the Award in accordance with the terms and provisions of this Agreement. All capitalized terms used but not defined in this Agreement shall have the same meanings that have been ascribed to them in the Plan, unless the context clearly requires otherwise.

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