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Optionee:
Option Shares:
(number of shares of
Common Stock)
Purchase Price
per share:
Date of Option Grant:
First Anniversary
Date:
Expiration Date:
CARBONIC INDUSTRIES CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
("Option Agreement")
SECTION I
GRANT
Carbonic Industries Corporation ("Corporation") hereby grants to the
optionee set forth above ("Optionee") an incentive stock option ("Option")
within the meaning of Section 422 of the Internal Revenue Code to purchase the
number of shares of common stock $2.00 par value, of the Corporation set forth
above (collectively "Option Shares") on the terms and conditions herein set
forth and the provisions of the Carbonic Industries Corporation 1994 Stock
Option Plan, as amended from time to time ("Plan"). The purchase price of
each such share shall be the Purchase Price set forth above. The Option shall
expire on the Expiration Date set forth above, unless sooner terminated as
provided in Section III or Section X of this Option Agreement or Paragraphs V
and VI of the Plan. To the extent the Option does not qualify as an incentive
stock option it shall be treated as options which are not incentive stock
options.
Each term used herein shall have the same meaning as provided in the
Plan unless herein otherwise provided. The Option is granted pursuant to the
Plan.
SECTION II
EXERCISE OF THE OPTION
The Option granted hereunder may be exercised at any time and from time
to time during the period commencing from the date the Option was granted
until the date the Option expires provided and to the extent that this Option
has vested and is exercisable as provided hereinafter and in the Plan. To the
extent any Option Shares do not vest prior to the termination of the Option
for any reason, such Option Shares may not be acquired hereunder.
SECTION III
EARLY TERMINATION OF OPTION
The provisions of Sections I and II of this Option Agreement
notwithstanding, this Option may not be exercised in whole or in part more
than three (3) months following the date of the termination of employment with
the Corporation, any Subsidiary or Parent of the Optionee for any reason,
other than disability (within the meaning of the Plan) or death of the
Optionee while an employee of the Corporation or any Subsidiary or Parent,
whether by reason of resignation or discharge or retirement, and more than
twelve (12) months following the date of termination of employment of the
Optionee with the Corporation, any Subsidiary or Parent, in the event the
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termination of employment is due to death or, as determined by the Committee
in its sole discretion, to such disability of the Optionee.
SECTION IV
VESTING OF OPTION
The Option hereby granted shall vest only during the Optionee's
continuous employment with the Corporation and/or any Parent and/or any
Subsidiary, and shall be exercisable only upon and after such vesting and
prior to its termination, by Optionee in accordance with the following
schedule:
20% of the Option Shares Commencing on the first (1st)
anniversary of the
grant of the Option
Additional 20% of Commencing on the second (2nd)
the Option Shares anniversary of the grant of the
Option
Additional 20% of Commencing on the third (3rd)
the Option Shares anniversary of the grant of the
Option
Additional 20% of Commencing on the fourth (4th)
the Option Shares anniversary of the grant of the
Option
Additional 20% of Commencing on the fifth (5th)
the Option Shares anniversary of the grant of the
Option
Notwithstanding the foregoing provisions of this Section IV, in the
event of a Change in Control (as hereinafter defined) during the Optionee's
employment with the Corporation and/or any Parent and/or any Subsidiary, the
Option hereby granted shall vest with respect to all of the Option Shares
immediately prior to such Change in Control.
The term "Change in Control" shall mean:
(i) The acquisition (other than from the Corporation) by any
person, entity or "group" within the meaning of Sections 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934 ("34 Act") (excluding, for this
purpose, the Corporation, its Parent or its Subsidiaries, or any employee
benefit plan of the Corporation, its Parent or its Subsidiaries) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the 34 Act) of
more than 50% of either the then outstanding shares of common stock of the
Corporation or of the combined voting power of the Corporation's then
outstanding voting securities entitled to vote generally in the election of
directors; or
(ii) Individuals who, as of the date hereof, constitute the
board of directors of the Corporation ("Incumbent Board") cease for any reason
to constitute at least a majority of the board of directors, provided that any
individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Corporation's shareholders, was approved by
a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual is a member of the
Incumbent Board; or
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(iii) Approval by the shareholders of the Corporation of a
merger, consolidation or other reorganization in each case, with respect to
which persons who were the shareholders of the Corporation and optionees
immediately prior to such merger, consolidation or other reorganization,
immediately thereafter, do not own more than 50% of the combined voting power
entitled to vote generally in the election of directors of the merged,
consolidated or reorganized corporation's then outstanding voting securities,
or of the sale of all or substantially all of the assets of the
Corporation; provided, however, in such event the Change in Control will be
deemed to have occurred immediately prior to the merger, consolidation or
other reorganization.
SECTION V
TRANSFER
The Option may not be transferred except by will or the laws of descent
and distribution and may be exercised only by Optionee during the lifetime of
the Optionee. More particularly, but without limiting the generality of the
foregoing, the Option may not be assigned, transferred (except as permitted in
Section VI), pledged or hypothecated in any way (whether by operation of law
or otherwise). The Option shall not be subject to execution, attachment or
similar process. Any attempted assignment, transfer, pledge, hypothecation,
or other disposition of the Option contrary to the provisions hereof, and the
levy of any attachment or similar process on the Option, shall be null and
void and without effect.
SECTION VI
DEATH OF OPTIONEE
In the event of Optionee's death, the Option may be exercised by the
legal representatives of the estate of Optionee or by the person or persons to
whom Optionee's rights under the Option shall have passed by will or by the
laws of descent and distribution.
SECTION VII
TOTAL OR PARTIAL EXERCISE
The portion of the Option which has vested and is exercisable may be
exercised either at one time as to the total number of such Option Shares or
may be exercised from time to time as to any portion thereof prior to the
termination of the Option.
SECTION VIII
NOTICE OF EXERCISE; ISSUANCE OF CERTIFICATES
Subject to the terms and conditions of the Option, the vested portions
of the Option may be exercised by written notice to the Corporation, at its
principal office at Carbonic Industries Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or such other place designated in
writing by the Corporation from time to time to the Optionee. Such notice
shall state the election to exercise the Option and the number of Shares in
respect of which it is being exercised, and shall be signed by the person so
exercising the Option. Such notice shall be accompanied by a certified or
bank cashier's check payable to the order of the Corporation or other
consideration approved by the Board of Directors for the full purchase price
of the Shares in respect of which the Option is being exercised. The
certificate or certificates representing the Shares shall be issued and
delivered by the Corporation as soon as practicable after receipt of the
notice and payment. Such certificate or certificates shall be registered in
the name of the person so exercising the Option and, if the Option shall be
exercised by Optionee and the Optionee shall so request in the notice
exercising the Option, such certificate or certificates shall be registered in
the name of Optionee and another person jointly, with right of survivorship,
and shall be delivered to or on the written order of the person or persons
exercising the Option. In the event the Option is being exercised pursuant to
Section VI hereof, by any person or persons other than Optionee, the notice
shall be accompanied by appropriate proof of the right of such person or
persons to exercise the Option.
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SECTION IX
ISSUANCE AND TRANSFER OF SHARES
Subject to the provisions of Paragraph VI of the Plan, in the event the
issuance or transfer of the shares covered by the Option may, in the opinion
of counsel to the Corporation, conflict or be inconsistent with any applicable
law or regulation of any governmental agency having jurisdiction, the
Corporation reserves the right to refuse or to delay the issuance or transfer
of such shares.
SECTION X
ADJUSTMENT, MODIFICATIONS OR TERMINATION UPON RECAPITALIZATION
In the event of a merger, consolidation, reorganization,
recapitalization, reclassification of stock, stock dividend, split-up or other
change in the corporate structure or capitalization of the Corporation
affecting the Corporation's common stock as presently constituted or the
liquidation or dissolution of the Corporation, the Option shall be adjusted,
modified or terminated as provided in or pursuant to the provisions of
Paragraph V of the Plan.
SECTION XI
GOVERNING LAW
This option grant shall be governed by the laws of the State of
Georgia.
CARBONIC INDUSTRIES CORPORATION
By:
Name:
Title:
Date of Option Grant:
OPTIONEE ACKNOWLEDGEMENT
I have read the above Incentive Stock Option Agreement and the Carbonic
Industries Corporation 1994 Stock Option Plan (the "Plan") and hereby accept
the above Option to purchase shares of the common stock of the Corporation in
accordance with and subject to the terms and conditions of the Incentive Stock
Option Agreement and the Plan with which I am familiar and I agree to be bound
thereby. I further understand that (i) any rule, regulation and
determination, including interpretation by the Board of Directors or Committee
regarding the Plan, the Options granted thereunder and the exercise thereof
shall be final, conclusive and binding for all purposes and on all persons
including the Corporation and myself; and (ii) the grant of the Option to me
shall not affect in any way the Corporation and/or its Subsidiary and/or
Parent's right to terminate my employment for any reason or constitute an
agreement by me to remain in the employ of the Corporation or the Subsidiary
or its Parent for any specified term.
OPTIONEE -
Acceptance Date: As of