NON-QUALIFIED STOCK OPTION AGREEMENT TERMS - BOARD OF DIRECTORS UNDER THE PERCEPTRON, INC. 2004 STOCK INCENTIVE PLAN
Exhibit
10.1
Initial
Usage Date: 9/1/06
BOARD
OF DIRECTORS
UNDER
THE PERCEPTRON, INC. 2004 STOCK INCENTIVE PLAN
THESE
STOCK OPTION AGREEMENT TERMS
pertain
to stock options granted effective _________________, under the 2004 Stock
Incentive Plan (the “Plan”) as detailed in the accompanying Notice of Grant of
Stock Options and Option Agreement (the “Notice”) between Perceptron, Inc., a
Michigan corporation (the “Corporation”), and the member of the Board of
Directors named in the Notice (the “Optionee”). A copy of the 2004 Stock
Incentive Plan is not attached hereto but is available upon written request
made
to the Secretary of the Corporation.
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1.
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Grant
of Option.
Subject to the terms and conditions hereof, the Corporation hereby
grants
to the Optionee an option to purchase from the Corporation up to,
but not
exceeding in the aggregate, the number of shares of the Corporation’s
Common Stock detailed in the accompanying Notice at the price per
share
designated in the Notice. This option is not
intended to constitute an “incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code
(“Code”).
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2.
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Right
to Exercise Option.
Unless otherwise indicated in the Notice, the Optionee may purchase
from
the Corporation on and after the first anniversary of the date of
grant,
one-fourth (1/4th)
of the shares covered by this option, and on each succeeding one
year
anniversary thereof may exercise an additional one-fourth (1/4th)
of the shares covered by the option, so that on the fourth anniversary
of
the date of grant this option shall be fully exercisable. To the
extent
not exercised, installments shall accumulate and the Optionee may
exercise
them in whole or in part in any subsequent period. Unless a shorter
period
is specified in the Notice under the “Expiration” column, and
notwithstanding any provision of this Agreement, no portion of this
option
shall be exercisable on or after the tenth anniversary of the date
of
grant. The Committee (as defined in the Plan), in its sole discretion,
may
accelerate the time at which this option may be exercised in whole
or in
part.
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3.
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Termination
of Service.
If, prior to the date that this option shall first become exercisable,
the
Optionee ceases to serve as a member of the Board of Directors of
the
Corporation and is not otherwise employed by the Corporation or any
of its
subsidiaries as an employee or independent contractor, the Optionee’s
right to exercise this option shall terminate and all rights hereunder
shall cease. As used in this Agreement, the term “subsidiary” of the
Corporation means any “subsidiary corporation” as defined in Section
424(f) of the Code and the term “disability” means “total and permanent
disability,” as defined in Section 22(e) of the
Code.
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If,
on or after the date that this option shall first become exercisable,
the
Optionee, for any reason other than death or disability, ceases to
serve
as a member of the Board of Directors of the Corporation and is not
otherwise employed by the Corporation or any of its subsidiaries
as an
employee or independent contractor, the Optionee shall have the right
to
exercise this option to the extent that it shall have been exercisable
and
unexercised on the date of such termination of services, at any time
on or
before the earlier of: (i) the expiration date of the option, or
(ii)
three (3) months after the date of such termination of employment,
subject
to any other limitation on the exercise of such option in effect
at the
date of exercise.
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1
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If,
on or after the date that this option shall first become exercisable,
the
Optionee, due to death or disability, ceases to serve as a member
of the
Board of Directors of the Corporation and is not otherwise employed
by the
Corporation or any of its subsidiaries as an employee or independent
contractor, the Optionee or the executor or administrator of the
estate of
the Optionee (as the case may be) or the person or persons to whom
the
option shall have been transferred by will or by the laws of descent
and
distribution, shall have the right to exercise this option, at any
time on
or before the earlier of: (i) the expiration date of the option,
or (ii)
one (1) year from the date of the Optionee’s death or disability, to the
extent that it was exercisable and unexercised on the date of the
Optionee’s death or disability, subject to any other limita-tion on
exercise in effect at the date of
exercise.
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The
transfer of the Optionee from one corporation to another among the
Corporation and any of its subsidiaries, or a leave of absence with
the
written consent of the Corporation, shall not be a termination of
services
for purposes of this option.
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4.
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Acceleration
of Vesting.
Notwithstanding the provisions of Section 2 “Right to Exercise Option” and
Section 3 “Termination of Service” of this Agreement, (i) in the event of
a termination by the Corporation of the Optionee’s membership on the Board
of Directors or failure to renominate the Optionee for election to
the
Board of Directors, or voluntary resignation by the Optionee from
the
Board of Directors at the request of the Board of Directors, following
a
change in Control of the Company, (ii) failure of the Optionee to
be
reelected to the Board of Directors after being renominated for election
by the Board of Directors, or (iii) in the event of a Change in Control,
any portion of this option that is then not exercisable shall become
immediately exercisable. For purposes hereof, a “Change in Control” shall
be deemed to have occurred in the event of (i) a merger involving
the
Corporation in which the Corporation is not the surviving corporation
(other than a merger with a wholly-owned subsidiary of the Corporation
formed for the purpose of changing the Corporation's corporate domicile);
(ii) a share exchange in which the shareholders of the Corporation
exchange their stock in the Corporation for stock of another corporation
(other than a share exchange in which all or substantially all of
the
holders of the voting stock of the Corporation, immediately prior
to the
transaction, exchange, on a pro rata basis, their voting stock of
the
Corporation for more than 50% of the voting stock of such other
corporation); (iii) the sale of all or substantially all of the assets
of
the Corporation; or (iv) any person or group of persons (as defined
by
Section 13(d) of the Securities Exchange Act of 1934, as amended)
(other
than any employee benefit plan or employee benefit trust benefiting
the
employees of the Corporation) becoming a beneficial owner, directly
or
indirectly, of securities of the Corporation representing more than
fifty
(50%) percent of either the then outstanding Common Stock of the
Corporation, or the combined voting power of the Corporation's then
outstanding voting securities.
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In
the event of a Change of Control, the Committee may, in its sole
discretion and without the consent of the Optionee, cancel this option
in
exchange for a payment with respect to each vested share of Common
Stock
as provided in Section 9.2(b) of the
Plan.
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5.
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Exercise
of Option.
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(a)
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At
any time that this option may be exercised as provided in this Agreement,
the Optionee may exercise any portion of this option which is then
exercisable, in whole or in part, by delivery to the Corporation
of a
written notice, in the form attached hereto, signed by the
Optionee.
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2
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(b)
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In
addition, the Optionee shall deliver, on the date of
exercise:
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(i)
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cash
equal to the purchase price of the shares being
purchased,
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(ii)
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such
documents as are or may be required under the terms of Section 2.4(b)
of
the Plan to effect a cashless exercise, except to the extent that
the
Corporation determines that the Optionee is not permitted to use
a
cashless exercise under applicable law, or
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(iii)
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Permitted
Shares with a Fair Market Value (as defined in the Plan and determined
as
of the date of exercise of the option) and equal to the purchase
price of
the shares being purchased and in accordance with Section 2.4 of
the Plan
(the “Delivered Shares Method”).
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(c)
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“Permitted
Shares” are shares of Corporation Common Stock to be delivered to pay the
exercise price of the option (the “Delivered
Shares”):
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(i)
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which
have been owned by the Optionee for at least six months prior to
the date
of delivery, or
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(ii)
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if
they have not been owned by the Optionee for at least six months
prior to
the date of delivery, the Optionee then owns, and has owned for at
least
six months prior thereto, a number of shares of Corporation Common
Stock
at least equal in number to the Delivered Shares.
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(d)
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Shares
which have been counted during the prior six months as owned by the
Optionee for purposes of determining whether the Optionee may exercise
options to purchase Common Stock pursuant to the Delivered Shares
Method:
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(i)
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may
not be used as Delivered Shares,
and
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(ii)
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may
not be counted as owned by the Optionee for purposes of making
calculations under the Delivered Shares
Method.
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6.
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Compliance
With Securities Laws.
Anything to the contrary herein notwithstanding, the Corporation's
obligation to sell and deliver stock under this option is subject
to such
compliance with federal and state laws, rules and regulations applying
to
the authorization, issuance or sale of securities, and applicable
stock
exchange requirements, as the Corporation deems necessary or advisable.
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7.
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Non-Assignability.
The option hereby granted shall not be transferable by the Optionee
other
than by will or the laws of descent and distribution, and the option
may
be exercised during the Optionee’s lifetime only by the Optionee. Any
transferee of the option shall take the same subject to the terms
and
conditions of this Agreement. No such transfer of the option shall
be
effective to bind the Corporation unless the Corporation shall have
been
furnished with written notice thereof and a copy of the will and/or
such
other evidence as the Corporation may deem necessary to establish
the
validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions of this Agreement. No assignment
or transfer of this option, or of the rights represented thereby,
whether
voluntary or involuntary, by operation of law or otherwise, except
a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any
interest or right herein
whatsoever.
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8.
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Disputes.
As
a condition of the granting of the option granted hereby, the Optionee
and
the Optionee's successors and assigns agree that any dispute or
disagreement which shall arise under or as a result of this Agreement
shall be determined by the Committee in its sole discretion and judgment
and that any such determination and any interpretation by the Committee
of
the terms of this Agreement shall be final and shall be binding and
conclusive for all purposes.
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9.
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Adjustments.
In
the event of any stock dividend, subdivision or combination of shares,
reclassification, or similar transaction affecting the shares covered
by
this option, determined by the Committee to be covered by this Section
9,
a proposed dissolution or liquidation of the Corporation, a merger
of the
Corporation with or into another corporation where the Corporation
is not
the surviving corporation, but its stock is exchanged for stock of
the
parent Corporation of the other party to the merger, the sale of
substantially all of the assets of the Corporation, the reorganization
of
the Corporation or other similar transaction determined by the Committee
to be covered by this Section 9, a proposed spin-off or a transfer
by the
Corporation of a portion of its assets resulting in the employment
of the
Optionee by the spin-off entity or the entity acquiring assets of
the
Corporation, the rights of the Optionee shall be as provided in Section
9.1 of the Plan and any adjustment therein provided shall be made
in
accordance with Section 9.1 of the Plan.
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10.
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Rights
as Shareholder.
The Optionee shall have no rights as a shareholder of the Corporation
with
respect to any of the shares covered by this option until the issuance
of
a stock certificate or certificates upon the exercise of the option
in
full or in part, and then only with respect to the shares represented
by
such certificate or certificates.
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11.
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Notices.
Every notice relating to this Agreement shall be in writing and if
given
by mail shall be given by registered or certified mail with return
receipt
requested. All notices to the Corporation shall be delivered to the
Secretary of the Corporation at the Corporation's headquarters or
addressed to the Secretary of the Corporation at the Corporation's
headquarters. All notices by the Corporation to the Optionee shall
be
delivered to the Optionee personally or addressed to the Optionee
at the
Optionee’s last residence address as then contained in the records of the
Corporation or such other address as the Optionee may designate.
Either
party by notice to the other may designate a different address to
which
notices shall be addressed. Any notice given by the Corporation to
the
Optionee at the Optionee’s last designated address shall be effective to
bind any other person who shall acquire rights
hereunder.
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12.
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“Optionee”
to Include Certain Transferees.
Whenever the word “Optionee” is used in any provision of this Agreement
under circumstances where the provision should logically apply to
any
other person or persons to whom the option, in accordance with the
provisions of Section 6 hereof, may be transferred, the word “Optionee”
shall be deemed to include such person or
persons.
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13.
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Governing
Law.
This Agreement has been made in and shall be construed in accordance
with
the laws of the State of Michigan, without regard to its choice of
law
rules.
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14.
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Provisions
of Plan Controlling.
The provisions hereof are subject to the terms and provisions of
the Plan,
copies of which are available for review upon request. In the event
of any
conflict between the provisions of this option and the provisions
of the
Plan, the provisions of the Plan shall control, except to the extent
that
the provisions of this option limit or restrict the rights of the
Optionee
to a greater extent than set forth in the
Plan.
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15.
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Counterparts.
This Agreement may be executed in counterparts, each of which shall
be
deemed an original but all of which together shall constitute one
and the
same instrument.
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16.
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Captions.
The captions to the sections and subsections contained in this Agreement
are for reference only, do not form a substantive part of this Agreement
and shall not restrict or enlarge substantive provisions of this
Agreement.
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17.
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Parties
in Interest.
This Agreement shall bind and shall inure to the benefit of the parties
hereto, their respective permitted successors and
assigns.
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18.
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Complete
Agreement.
This Agreement shall constitute the entire agreement between the
parties
hereto and shall supersede all proposals, oral or written, and all
other
communications between the parties relating to the subject matter
of this
Agreement.
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19.
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Modifications.
The terms of this Agreement cannot be modified except in writing
and
signed by each of the parties
hereto.
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20.
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Severability.
In the event that any one or more of the provisions of this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained
herein
shall not in any way be affected or impaired
thereby.
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21.
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Withholding.
The Optionee hereby authorizes the Corporation to withhold from his
compensation or agrees to tender the applicable amount to the Corporation
to satisfy any requirements for withholding of income and employment
taxes
in connection with the exercise of the option granted
hereby.
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5
NOTICE
OF EXERCISE OF NON-QUALIFIED STOCK OPTION
UNDER
THE PERCEPTRON, INC.
2004
STOCK INCENTIVE PLAN
Perceptron,
Inc.
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Dear
Sir:
A
non-qualified stock option was granted to me on _____, _____
to
purchase _____shares
of
Perceptron, Inc. Common Stock at a price of $_____per
share.
I
hereby
elect to exercise my non-qualified stock option with respect
to _____
shares
for an aggregate purchase price of $_____.
I
hereby elect to pay for such shares as follows:
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Personal
Check
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$_______ |
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Cash
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$_______ |
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Bank
Draft
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$_______ |
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Money
Order
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$_______ |
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Cashless
Exercise
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$_______ |
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Perceptron
Common Stock
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$_______ |
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Total
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$_______ |
[A
personal check [or cash, bank draft or money order] for the purchase price
is
enclosed herewith.]
[Documents
as are required to effect a cashless exercise are enclosed.]
[I
hereby
elect to exercise my stock option with respect to _____ shares
through a combination of cash payments and shares of Perceptron, Inc. Common
Stock, as described on the attached Exhibit A. A personal check for the purchase
price to be paid in cash is enclosed herewith. Certificates for
_____ shares
of Perceptron, Inc. Common Stock are enclosed herewith, along with a duly
executed stock power in proper form for transfer, with all signatures properly
guaranteed by a national bank or member firm of the NYSE or AMEX. I represent
that the shares of Perceptron, Inc. Common Stock enclosed herewith have been
owned by me for more than six months or I currently own more than ______ shares
of Perceptron, Inc. Common Stock which have been owned by me for more than
six
months. Such shares have not been counted during the prior six months as owned
by me for purposes of determining whether I may exercise options to purchase
Common Stock pursuant to the Delivered Shares Method.]
[I
represent that the shares of stock that I am purchasing upon this exercise
of my
option are being purchased for investment purposes and not with a view to
resale. This representation shall not be binding upon me if the shares of Common
Stock that I am purchasing are subject to an effective Registration Statement
under the Securities Act of 1933.]
| Optionee_________________________ | Dated_________________________ |