EXHIBIT 9
INCENTIVE STOCK OPTION AGREEMENT
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AGREEMENT, dated as of February 27, 1998, by and between Axsys
Technologies, Inc., a Delaware corporation (the "Company"), and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, an employee of the Company ("Optionee").
WHEREAS, the Company wishes to afford the Optionee the opportunity to
purchase shares of its $0.01 par value Common Stock (the "Common Stock"); and
WHEREAS, the Company wishes to carry out the Axsys Technologies, Inc.
Long-Term Stock Incentive Plan (the "Plan"); and
WHEREAS, the Stock Incentive Plan Committee of the Company's Board of
Directors (the "Committee"), appointed to administer the Plan, has determined
that it would be in the best interests of the Company and its shareholders to
grant the Option provided for herein to the Optionee as an incentive for
increased efforts during his employment with the Company, and has advised the
Company thereof and instructed the undersigned officers to issue said Option;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS; PLAN
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Section 1.1 - Definitions
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Unless otherwise defined herein, capitalized terms used herein
shall have their respective meanings specified in the Plan.
Section 1.2 - Plan
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The terms of the Plan are hereby incorporated by reference and made
a part of this Agreement.
ARTICLE II
GRANT OF OPTION
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Section 2.1 - Grant of Option
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Pursuant to the provisions of the Plan, for good and valuable
consideration, on the date hereof the Company hereby irrevocably grants to the
Optionee the option to purchase any part or all of an aggregate of the number of
shares set forth on the signature page hereof of Common Stock upon the terms and
subject to the conditions set forth in this Agreement and the Plan (the
"Option"). The Option is intended by the parties hereto to be an Incentive Stock
Option.
Section 2.2 - Purchase Price
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The purchase price of the shares of Common Stock covered by the
Option shall be $28.256 per share, without commission or other charge.
Section 2.3 - Consideration to Company
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In consideration of the granting of this Option by the Company,
the Optionee agrees to render faithful and efficient services to the Company.
Nothing in this Agreement or in the Plan shall confer upon the Optionee any
right to continue in the employ of the Company or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at
any time for any reason whatsoever, with or without Cause.
ARTICLE III
PERIOD OF EXERCISABLITY
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Section 3.1 - Vesting and Excercisability
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Subject to Section 3.2 hereof and the Plan, the Option shall vest
in accordance with the number of shares delineated in the "Exercisability" table
on the signature page hereof, and shall be and become exercisable as set forth
in such table. All such vesting and exercisability limitations shall be waived,
however, in the event of a "Change in Control". A "Change in Control" shall mean
the consummation of any of the following events: (a) any merger or consolidation
of the Company with or into another corporation other than a merger or
consolidation in which (i) the Company is the surviving corporation and which
does not result in any capital reorganization or reclassification or other
change of the then outstanding shares of the Company's stock; or (ii) the
Company shareholders own immediately after such merger or consolidation at least
50% of the combined voting power of the surviving corporation, and in either
case, in which a majority of the board of directors of the surviving corporation
consists of individuals who were members of the Company's Board of Directors
immediately prior to such merger or consolidation, or (b) the liquidation or
dissolution of the Company, or (c) the sale to a third party of all or
substantially all of the assets of the Company pursuant to a plan of liquidation
or otherwise, or (d) the acquisition by a third party of more than fifty percent
(50%) of the then outstanding voting shares of the Company.
Section 3.2 - Expiration of Option
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The Option may not be exercised to any extent by anyone after the
first to occur of the following events:
(a) February 28, 2003
(b) In the event that Optionee ceases to be employed by the
Company or any Subsidiary, any outstanding Option held by Optionee shall
terminate as follows:
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(1) If the Optionee's termination of employment is due to death,
Disability or retirement, vesting and exercisability limitations are waived and
the Option shall be exercisable, in the case of death or Disability, for a
period of one (1) year, and in the case of retirement, for ninety (90) days,
following such termination of employment, and shall thereafter terminate;
(2) If the Optionee's termination of employment is by the Company or a
Subsidiary for Cause, the Option shall terminate on the date of the Optionee's
termination of employment, provided vested Options remain exercisable for thirty
(30) days;
(3) (x) If the Optionee's termination of employment is by the Company
or any Subsidiary for any other reason (including an Optionee's ceasing to be
employed by a Subsidiary as a result of the sale of such Subsidiary or an
interest in such Subsidiary), the Option (to the extent exercisable at the time
of the Optionee's termination of employment) shall be exercisable for a period
of ninety (90) days following such termination of employment, and shall
thereafter terminate; and
(y) If the Optionee's termination of employment is by the Optionee
(other than as set forth in paragraph (1) above), the unvested portion of the
Option is forfeited and (to the extent exercisable at the time of the Optionee's
termination of employment) the vested portion shall be exercisable for a period
of thirty (30) days following such termination of employment and shall
thereafter terminate; and
(4) If the Optionee's employment terminates due to Disability (as
described in paragraph (1) above) or under circumstances described in paragraph
(3) above, and the Optionee dies prior to the permissible period of exercise for
any outstanding Option then held by the Optionee, the Option shall be
exercisable for a period of one (1) year following the Optionee's termination of
employment, and shall thereafter terminate.
Section 3.3 - Tax Treatment
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The Optionee acknowledges that, to obtain the tax benefits
associated with incentive stock options, the Optionee must make no disposition
of the shares acquired upon exercise of the Option within two (2) years from the
date the Option was granted or within one (1) year (or, to obtain the maximum
tax benefit, 18 months) from the date such shares are transferred to the
Optionee.
ARTICLE IV
EXERCISE OF OPTION
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Section 4.1 - Person Eligible to Exercise
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During the lifetime of the Optionee, only he may exercise the
Option or any portion thereof. After the death of the Optionee, any
exercisable portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 3.2, be exercised by his personal representative or
by any person empowered to do so under the Optionee's will or under the then
applicable laws of descent and distribution.
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Section 4.2 - Partial Exercise
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Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior
to the time when the Option or portion thereof becomes unexercisable under
Section 3.2; provided, however, that each partial exercise shall be for whole
shares only.
Section 4.3 - Manner of Exercise
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The Option, or any exercisable portion thereof, may be exercised
solely by delivery to the Secretary of the Company (the "Secretary") of all of
the following prior to the time when the Option or such portion becomes
unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person
then entitled to exercise the Option or portion, stating that the Option or
portion is thereby exercised upon delivery of such notice;
(b) (i) Full payment for the shares in cash with respect to
which such Option or portion is exercised; or
(ii) With the consent of the Committee, shares of the
Company's Common Stock owned by the Optionee duly endorsed for transfer to the
Company with a Fair Market Value on the date of delivery equal to the aggregate
purchase price of the shares with respect to which such Option or portion is
exercised; or
(iii) Any combination of the consideration provided in the
foregoing subparagraphs (i) and (ii); and
(c) A bona fide written representation signed by the Optionee or
other person then entitled to exercise such Option or portion, stating that the
shares of stock are being acquired for his own account, for investment and
without any present intention of distributing or reselling said shares or any of
them except as may be permitted under the Securities Act of 1933, as amended
(the "Act"), and then applicable rules and regulations thereunder. Share
certificates evidencing stock issued on exercise of this Option shall bear an
appropriate legend referring to the provisions of this subsection (c) and the
agreement referred to in the first sentence of this subsection (c); provided,
however, that such legend shall not be required if the shares to be issued
pursuant to such exercise have been registered under the Act, and such
registration is then effective in respect of such shares; and
(d) In the event the Option or portion shall be exercised
pursuant to Section 4.1 by any person or persons other than the Optionee,
appropriate proof of the right of such person or persons to exercise the Option.
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Section 4.4 - Conditions to Issuance of Stock Certificates
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The shares of stock deliverable upon the exercise of the Option,
or any portion thereof, may be either previously authorized but unissued shares
or issued shares which have then been reacquired by the Company. Such shares
shall be fully paid and nonassessable. The Company shall not be required to
issue or deliver any certificate or certificates for shares of stock purchased
upon the exercise of the Option or portion thereof prior to fulfillment of all
of the following conditions:
(a) The admission of such shares to listing on all stock exchanges
on which such class of stock is then listed: and
(b) The completion of any registration or other qualification of
such shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental regulatory
body, which the Committee shall, in its absolute discretion, deem necessary or
advisable; and
(c) The obtaining of any approval or other clearance from any state
or federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable.
ARTICLE V
MISCELLANEOUS
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Section 5.1 - Administration
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The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke
any such rules. All actions taken and all interpretations and determinations
made by the Committee shall be final and binding upon the Optionee, the Company
and all other interested persons. No member of the Committee shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or the Option.
Section 5.2 - Option Not Transferable
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Neither the Option nor any interest or right therein or part
thereof shall be liable for the debts, contracts or engagements of the Optionee
or his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 5.2
shall not prevent transfers by will or by the applicable laws of descent and
distribution.
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Section 5.3 - Shares to Be Reserved
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The Company shall at all times during the term of the Option
reserve and keep available such number of shares of stock as will be sufficient
to satisfy the requirements of this Agreement.
Section 5.4 - Notices
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Any notice to be given under the terms of this Agreement to the
Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Optionee shall be addressed to him at the address
given beneath his signature hereto. By a notice given pursuant to this Section
5.4, either party may hereafter designate a different address for notices to be
given to him. Any notice which is required to be given to the Optionee shall, if
the Optionee is then deceased, be given to the Optionee's personal
representative if such representative has previously informed the Company of his
status and address by written notice under this Section 5.4. Any notice shall
have been deemed duly given upon receipt, if personally delivered, or on the
fifth business day after the day when enclosed in a properly sealed envelope
addressed as aforesaid, deposited (with postage prepaid) in a post office
regularly maintained by the United States Postal Service.
Section 5.5 - Titles
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Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
Section 5.6 - Notification of Disposition
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The Optionee shall within ten days give notice to the Company of
any disposition or other transfer of any shares of stock acquired under this
Agreement if such disposition or transfer is made (a) within two (2) years from
the date of granting the Option with respect to such shares or (b) within one
(1) year after the transfer of such shares to him, and deliver to the Company
any amount of federal, state or local income tax withholding required by law.
Such notice shall specify the date of such disposition or other transfer and the
amount realized, in cash, other property, assumption of indebtedness or other
consideration, by the Optionee in such disposition or other transfer.
Section 5.7 - Amendment
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Whether or not any amendment hereof would constitute a
modification under Section 425(h)(3) of the Code, this Option Agreement may be
amended only by a writing executed by the parties hereto which specifically
states that it is amending this Agreement.
Section 5.9 - Governing Law
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The laws of the State of Delaware shall govern the interpretation,
validity and performance of the terms of this Agreement, regardless of the law
that might be applied under principles of conflicts of law.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
AXSYS TECHNOLOGIES, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By:_____________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
Optionee's Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Optionee's Address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇
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Optionee's Taxpayer
Identification Number: ###-##-####
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Number of Shares Subject to Option: 7,500
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Number of Shares Date
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Exercisability Up to 1,500 shares Any time after February 27, 1999
and prior to expiration
Up to an additional Any time after February 27, 2000
1,500 shares and prior to expiration
Up to an additional Any time after February 27, 2001
1,500 shares and prior to expiration
Up to an additional Any time after February 27, 2002
3,000 shares and prior to expiration
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