Exhibit 4.9
CLEAN DIESEL TECHNOLOGIES, INC.
1994 INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT dated as of [DATE] between
Clean Diesel Technologies, Inc., a Delaware corporation (the "Company")of
000 Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxxxxx 00000 X.X.X., and
[NAME] (the "Participant"), an employee of the Company.
WHEREAS, the Company desires to afford to the Participant an
opportunity to purchase shares of the Company's Common Stock pursuant to
the grant of a non-qualified stock option award under the Company's 1994
Incentive Plan (the "Plan"); and
WHEREAS, the Participant desires to obtain such opportunity;
NOW THEREFORE, the parties agree, as follows:
1. Option Grant. The Company grants to the Participant as of the date
first written above (the "Grant Date") the right and non-qualified option
("this Option"), to purchase [NUMBER] shares of Common Stock of the
Company, par value $0.05 per share ("the Stock") at the exercise price per
share of U.S. $[PRICE], subject, in all respects, to the terms and
conditions of the Plan and to the following terms and conditions.
2. Vesting. This Option shall only be first exercisable, in whole or
in part, with respect to the shares optioned, as to 33 1/3% thereof,
immediately on the Grant Date, and, as to 66 2/3% and 100% thereof, after
5:00 p.m. on the day preceding the first and second anniversaries,
respectively, of the Grant Date. Pursuant to and as defined in the Plan,
however, this Option shall immediately vest upon a Change of Control of the
Company.
3. Term and Termination. (a) The term of this Option shall be a period
commencing on the Grant Date and ending at 5:00 p.m. on the date preceding
the tenth anniversary thereof ("Expiration Date"). Upon the termination of
the Participant's status as an employee of the Company on account of:
(i) reasons other than normal retirement, death, total disability and
cause, such portion of this option that has not then vested shall terminate
immediately but such portion of this option that has then vested shall
continue and become non-exercisable immediately at 5:00 p.m. upon the date
which is ninety (90) days after such termination of the Participant's
status;
(ii) death, total disability or normal retirement, such portion of this
option that has not then vested shall terminate immediately but such
portion of this Option that has then vested may be exercised by the
Participant or, pursuant to and as defined in the Plan, the Participant's
Beneficiary, at any time during the period ending on the Expiration Date
(provided that such option would have been able to have been exercised
according to its terms absent such death, total disability or normal
retirement); or
(iii) cause, in which case all options granted hereunder shall terminate
and be immediately nonexercisable.
(b) Notwithstanding the foregoing, where termination shall not have been
for cause, of which the Board shall be the sole judge, the Board may in its
sole discretion permit options hereunder to be exercised by the Participant
at any time during the period ending not later than the Expiration Date as
the Board shall agree, provided such option would have been able to have
been exercised according to its terms absent termination.
(c) "Normal Retirement" shall mean resignation of the Participant's status
as an employee or officer of the Company or a subsidiary thereof on or
after attaining age sixty-five (65) or such earlier age as to which the
Board shall consent. "Cause" shall mean, in the sole judgement of the
Board, conviction of the Participant under, or a plea of guilty by the
participant to any State or Federal felony charge (or the equivalent
thereof outside of the United States); any instance of fraud, embezzlement,
self-dealing, xxxxxxx xxxxxxx or similar malfeasance with respect to the
Company regardless of amount; substance or alcohol abuse; or other conduct
for which dismissal has been identified in any written Company policy
statement, as a potential disciplinary measure. "Company" shall mean a
subsidiary of the Company.
4. Method of Exercise. This Option may be exercised only by one or
more notices from time to time in writing of the Participant's intent to
exercise this Award, or a portion thereof, delivered to the Secretary or
the Chief Financial Officer of the Company, or their delegates, accompanied
by the Participant's check or a bank check in the amount of the exercise
price, or, in lieu thereof, by delivery to the Company of that number of
shares of the Stock equal in value (determined on the same basis as for the
grant of Awards under the Plan) to the exercise price and any required
withholdings provided in Section 5 below, or by surrendering to the Company
of the shares exercised so many as shall equal such value, unless the
Participant has within a period of six months previously exercised a
Company stock option by delivering or surrendering shares of the Stock.
5. Taxes. At the time of exercise of this Option, the Participant
shall deliver to the Company, if required by the Company, a check payable
to the Company equal, in the sole opinion of the Company, to the applicable
national, state, provincial and local income or other taxes and other
pay-roll related items legally required to be withheld by reason of such
exercise.
6. Securities Laws. The Stock may only be purchased if there is with
respect to the Stock a registration statement or qualification in effect
under applicable U.S. or State securities laws or an exemption therefrom.
IN WITNESS WHEREOF, the Company and the Participant have each executed
this Agreement, all as of the day and year first above written.
Clean Diesel Technologies, Inc.
By:
---------------------- -------------------------
(Vice) President [Name]
