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EXHIBIT 4.2
TRANSTECHNOLOGY CORPORATION
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
This Agreement dated as of _________________ (the "Agreement")
between TransTechnology Corporation, a Delaware corporation (the
"Company"), and_________________________________________ ("Optionee").
WHEREAS, pursuant to the TransTechnology Corporation 1998
Non-Employee Directors' Stock Option Plan (the "Plan"), the Board of
Directors and shareholders have authorized the granting to Optionee of
options to purchase shares of common stock ($0.01 par value, per share)
of the Company (the "Shares") upon the terms and conditions hereinafter
stated.
NOW, THEREFORE, in consideration of the covenants herein set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. SHARES AND PRICE. The Company grants to Optionee the right to
purchase, upon and subject to the terms and conditions herein
stated and the terms and conditions of the Plan,
__________________ Shares, at the purchase price of $______
per share (the "Options"). The purchase price is payable in
accordance with Paragraph 5 hereof.
2. TERM OF OPTION. The Options shall expire five (5) years from
the date hereof.
3. EXERCISABILITY. The Options shall be exercisable beginning on
the first anniversary of the date hereof; provided, however,
that during each of the three years beginning June 17, 1999
and ending June 16, 2002, the Optionee shall not be permitted
to acquire more than 5,000 Shares through the exercise of the
Options and/or any other options granted during the Initial
Term of the Plan (from June 1, 1998 through June 16, 2001);
with the exception of Options granted under Section 5.5 of the
Plan.
4. PARTIAL EXERCISE. Subject to the provisions hereof, the
Options may be exercised in whole or in part in accordance
with Paragraph 5 hereof at any time after becoming
exercisable, but not later than the date the Options expire.
5. EXERCISE AND PAYMENT OF PURCHASE PRICE. The Options may only
be exercised by delivery to the Company of a written notice of
exercise, in form acceptable to the Company, stating the
number of Shares then being purchased hereunder and a check
made payable to the Company, or cash, in the amount of the
purchase price of such Shares. At the discretion of
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the Board of Directors, the Options may be exercised with
Shares of the Company owned by the Optionee at the time of
exercise or issuable to the Optionee upon exercise of the
Options, in either case with such Shares having a market value
equal to the product of the purchase price at the date of
exercise and the number of Shares with respect to which such
Options are thereby exercised.
6. TERMINATION OF SERVICE AS A DIRECTOR. If Optionee ceases to be
a director of the Company for any reason other than his death,
Optionee shall have the right to exercise the Options to the
extent, but only to the extent, that the Options were
exercisable and had not previously been exercised at the date
of such termination of service, until the first to occur of:
(i) the date that is 90 days from the date of such termination
or (ii) the date the Options expire pursuant to Paragraph 2
hereof.
7. DEATH OF OPTIONEE AND NO ASSIGNMENT. The Options shall not be
assignable or transferable except by will or by the laws of
descent and distribution and shall be exercisable during the
Optionee's lifetime only by the Optionee. In the event of the
Optionee's death, the permitted successors to the Optionee's
rights hereunder may exercise the Options, to the extent, but
only to the extent, that the Optionee was entitled to exercise
the Options at the date of Optionee's death, until the first
to occur of (i) the date that is one year from the date of the
Optionee's death, or (ii) the date such Options expire
pursuant to Paragraph 2 hereof.
8. CHANGE OF CONTROL. In the event of a Change of Control, as
defined in the Plan, (except if the Board of Directors of the
Company provides otherwise prior to the Change of Control as
permitted under the Plan), the Options shall become
immediately exercisable; provided, however, that in no event
shall the Options become exercisable prior to the date that is
six months from the date hereof.
9. NO RIGHTS AS STOCKHOLDERS. Optionee shall have no rights as a
stockholder with respect to the Shares covered by the Options
until the date of the issuance of stock certificates
representing the Shares acquired pursuant to the exercise of
the Options. No adjustment will be made for dividends or other
rights for which the record date is prior to the date such
stock certificates are issued pursuant to the exercise of the
Options.
10. MODIFICATION AND TERMINATION. The rights of Optionee are
subject to modification and termination in certain events as
provided in the Plan.
11. SHARES PURCHASED FOR INVESTMENT. Optionee represents and
agrees that if Optionee exercises the Options in whole or in
part, Optionee shall acquire the Shares upon such exercise for
the purpose of investment and not with a view to their resale
or distribution. The Company reserves the right to include a
legend on each certificate representing shares subject to the
Options, stating in effect that such Shares have not been
registered under the Securities Act of 1933 (the "Act"), as
amended, and may not be transferred without registration under
the Act or an exemption therefrom.
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12. THIS AGREEMENT SUBJECT TO PLAN. Optionee acknowledges that
Optionee has read and understands the Plan. This Agreement is
made pursuant to the provisions of the Plan, and is intended,
and shall be interpreted in a manner, to comply therewith. Any
provision hereof inconsistent with the Plan shall be
superseded and governed by the Plan. The provisions of the
Plan are incorporated herein by this reference.
13. GOVERNING LAW. To the extent not preempted by Federal law,
this Agreement shall be construed in accordance with and shall
be governed by the laws of the State of Delaware.
14. NOTICES. Any notices or other communication required or
permitted hereunder shall be sufficiently given if delivered
personally or sent by registered or certified mail, postage
prepaid, to the Company at its corporate headquarters, and to
the Optionee at the last address maintained for such person in
the records of the Company, or to such other address as shall
be furnished in writing by either party to the other party,
and shall be deemed to have been given as of the date so
delivered or deposited in the United States mail, as the case
may be.
IN WITNESS WHEREOF, the parties hereto have executed the
Agreement effective as of the date first written above.
TRANSTECHNOLOGY CORPORATION
("Company")
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Chairman, President and CEO
("Optionee")
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Optionee Name
Grant Number: _______
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