EXHIBIT 4(ii)
NON-INCENTIVE STOCK OPTION AGREEMENT*
This Non-Incentive Stock Option Agreement (hereinafter
"Agreement"), entered into and effective as of the day of
, 19 , in the County of St. Louis, Missouri, by and
between INSITUFORM TECHNOLOGIES, INC., a Delaware corporation
(hereinafter referred to as the "Company"), and the Optionee whose
name is set forth on the last page hereof (hereinafter referred to
as the "Optionee").
WHEREAS, Optionee has devoted and intends to devote
significant time and effort to the success of the Company; and
WHEREAS, the Company has determined that it is in the best
interests of the Company to issue stock options to encourage
continued motivation and incentive by Optionee.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein:
1. GRANT OF OPTION. Subject to the terms and conditions of
this Agreement, the Company hereby grants to Optionee the right,
privilege and option to purchase up to the number of shares of
Class A Common Stock, par value $.01, of the Company ("Common
Stock") set forth below the Optionee's name on the last page
hereof, at a price of $ per share. Such option shall be
immediately vested as to 20% of the covered shares and shall become
vested on a cumulative basis as to an additional 20% of such
covered shares on the anniversary date hereof in each of ,
, and , provided that the Optionee continues to be an
employee of the Company on each such anniversary date.
2. TERM OF OPTION. The term of this Option shall expire on
.
3. TIME OF EXERCISE OF OPTION. The Option shall be
exercisable during its term in whole or in part from time to time
beginning on the date hereof, but may be exercised only as to the
total number of shares then vested as described in paragraph 1,
less any shares previously purchased hereunder.
4. INCORPORATION OF STOCK OPTION PLAN. This Agreement is
entered into pursuant to the Insituform Mid-America, Inc. Stock
Option Plan, as amended (hereinafter "Plan"), approved by the
stockholders of the Company, which Plan is by this reference
incorporated herein and made a part hereof. A complete copy of the
Plan may be obtained from the Secretary of the Company. The Option
covered by this Agreement is not intended to be an Incentive Stock
Option as defined in Section 422 of the Internal Revenue Code of
1986, as amended. The material provisions of the Plan applicable to
this Option are as follows:
----------------
* as modified pursuant to Agreement and Plan of Merger dated as
of May 23, 1995 among Insituform Technologies, Inc., ITI
Acquisition Corp. and Insituform Mid-America, Inc.
a. METHOD OF EXERCISE OF OPTION. This Option shall be
exercised, in whole or in part to the extent then exercisable, by
a written notice delivered to the Secretary of the Company stating
the number of shares with respect to which the Option is being
exercised, accompanied by payment in cash or, in the discretion of
the Company's Compensation Committee (the "Committee"), in
previously owned Class A Common Stock or a combination of cash and
Class A Common Stock, to the Company in the amount of the exercise
price of shares to be purchased.
b. STOCK APPRECIATION RIGHT. Instead of exercising an
Option, an Optionee may request that the Committee authorize
payment of the difference between the fair market value of part or
all of the Class A Common Stock subject to the Option and the
exercise price of the Option determined as of the date the
Committee receives the request from the Optionee. The Committee
shall have the sole authority to grant or deny such request.
c. TERMINATION OF OPTION. Subject to the express terms
and conditions of the Plan, this Option shall terminate in all
events on the earlier of (i) the date set forth in paragraph 2
hereof, or (ii) upon the expiration of three months after the
termination of Optionee's employment with the Company and its
subsidiaries; except that in the event of Optionee's death,
Optionee's personal representative may exercise this Option (to the
extent exercisable at the date of death) within eighteen (18)
months after Optionee's employment terminates because of death.
d. NON-TRANSFERABILITY OF OPTION. This Option is
non-transferable by Optionee except by will or the laws of descent
and distribution and shall be exercisable during Optionee's
lifetime only by Optionee.
e. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. In
the event of the payment of a stock dividend, a split-up or
consolidation of shares, or any like capital adjustment of the
Company as provided under the Plan, then to the extent the Option
hereunder remains outstanding and unexercised, there shall be a
corresponding adjustment as to the number of shares covered under
this Option, and in the purchase price per share, to the end that
Optionee shall retain the Optionee's proportionate interest without
change in the total purchase price under this Option.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its Chairman of the Board or President, and Optionee
has signed the same in duplicate originals.
INSITUFORM TECHNOLOGIES, INC.
By:
---------------------------
------------------------------
Name of Optionee (Typed)
------------------------------
Number of Shares covered
by Option
------------------------------
Signature of Optionee
------------------------------
Date
INCENTIVE STOCK OPTION AGREEMENT*
This Incentive Stock Option Agreement (hereinafter
"Agreement"), entered into and effective as of the day of
, 19 , in the County of St. Louis, Missouri, by and
between INSITUFORM TECHNOLOGIES, INC., a Delaware corporation
(hereinafter referred to as the "Company") and (hereinafter
referred to as the "Optionee"),
WHEREAS, Optionee has devoted and intends to devote
significant time and effort to the success of the Company; and
WHEREAS, the Company has determined that it is in the best
interests of the Company to issue stock options to encourage
continued motivation and incentive by Optionee.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein:
1. GRANT OF OPTION. Subject to the terms and conditions of
this Agreement, the Company hereby grants to Optionee the right,
privilege and option to purchase shares of Class A Common Stock,
par value $.01, of the Company ("Common Stock") at a price of $
per share. Such Option shall become immediately vested as to 20% of
the covered shares and shall become vested as to an additional 20%
of such covered shares on the anniversary date hereof in each of
, , and , provided that the Optionee continues to
be an employee of the Company on each such anniversary date.
2. TERM OF OPTION. The term of this Option shall expire on
.
3. TIME OF EXERCISE OF OPTION. The Option shall be exercisable
during its term in whole or in part from time to time beginning six
months from the date hereof, but may be exercised only as to the
total number of shares then vested as described in paragraph 1,
less any shares previously purchased hereunder.
4. INCORPORATION OF STOCK OPTION PLAN. This Agreement is
entered into pursuant to the Insituform Mid-America, Inc. Stock
Option Plan, as amended (hereinafter "Plan") approved by the
unanimous written consent of all the stockholders of the Company,
which Plan is by this reference incorporated herein and made a part
hereof. A complete copy of the Plan may be obtained from the
Secretary of the Company. The Option covered by this Agreement is
intended to be an Incentive Stock Option as defined in Section 422A
of the Internal Revenue Code of 1954, as amended. The material
provisions of the Plan applicable to this Option are as follows:
----------------
* as modified pursuant to Agreement and Plan of Merger dated as
of May 23, 1995 among Insituform Technologies, Inc., ITI
Acquisition Corp. and Insituform Mid-America, Inc.
a. METHOD OF EXERCISE OF OPTION. This Option shall be
exercised, in whole or in part to the extent then exercisable, by
a written notice delivered to the Secretary of the Company stating
the number of shares with respect to which the Option is being
exercised, accompanied by payment in cash or, in the discretion of
the Company's Compensation Committee (the "Committee"), in
previously owned Class A Common Stock or a combination of cash and
Class A Common Stock, to the Company in the amount of the exercise
price of shares to be purchased.
b. STOCK APPRECIATION RIGHT. Instead of exercising an
Option, an Optionee may request that the Committee authorize
payment of the difference between the fair market value of part or
all of the Class A Common Stock subject to the Option and the
exercise price of the Option determined as of the date the
Committee receives the request from the Optionee. The Committee
shall have the sole authority to grant or deny such request.
c. TERMINATION OF OPTION. This Option shall terminate in
all events on the earlier of (i) the date set forth in paragraph 2
hereof, or (ii) on the termination of Optionee's employment with
the Company and its subsidiaries; except that in the event of
Optionee's death, Optionee's personal representative may exercise
this Option (to the extent exercisable at the date of death) within
eighteen (18) months after Optionee's employment terminates because
of death.
d. NON-TRANSFERABILITY OF OPTION. This Option is
non-transferable by Optionee except by will or the laws of descent
and distribution and shall be exercisable during Optionee's
lifetime only by Optionee.
e. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. In
the event of the payment of a stock dividend, a split-up or
consolidation of shares, or any like capital adjustment of the
Company as provided under the Plan, then to the extent the Option
hereunder remains outstanding and unexercised, there shall be a
corresponding adjustment as to the number of shares covered under
this Option, and in the purchase price per share, to the end that
Optionee shall retain the Optionee's proportionate interest without
change in the total purchase price under this Option.
IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed by its Chairman of the Board or President, and
Optionee has signed the same, in duplicate originals on .
INSITUFORM TECHNOLOGIES, INC.
By:
---------------------------
------------------------------
Optionee
INCENTIVE STOCK OPTION AGREEMENT*
This Incentive Stock Option Agreement ("Agreement"), entered
into as of the date set forth below, by and between INSITUFORM
TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to
as the "Company"), and the Optionee whose name is set forth below
(the "Optionee").
1. GRANT OF OPTION. Subject to the terms and conditions of
this Agreement, the Company hereby grants to Optionee the right,
privilege and option to purchase up to the number of shares of
Class A Common Stock, par value $.01, of the Company ("Common
Stock") set forth below, at the exercise price per share set forth
below (the "Option").
2. TERM OF OPTION. The term of the Option shall expire on
the tenth anniversary of the date set forth below.
3. TIME OF EXERCISE OF OPTION. The Option shall be
exercisable during its term in whole or in part from time to time
beginning on the date hereof.
4. INCORPORATION OF STOCK OPTION PLAN. This Agreement is
entered into pursuant to the Insituform Mid-America, Inc. Stock
Option Plan, as amended (hereinafter "Plan"), which Plan is by this
reference incorporated herein and made a part hereof. A complete
copy of the Plan may be obtained from the Secretary of the Company.
The Option herein granted is intended to be an Incentive Stock
Option as defined in Section 422 of the Internal Revenue Code of
1986, as amended. Material provisions of the Plan applicable to
this Option include the following:
a. METHOD OF EXERCISE OF OPTION. This Option may be
exercised, in whole or in part to the extent then exercisable,
only by a written notice delivered to the Secretary of the
Company stating the number of shares with respect to which the
Option is being exercised, accompanied by payment in cash.
b. TERMINATION OF OPTION. Subject to the express terms
and conditions of the Plan (which may, in certain instances,
provide for earlier termination) this Option shall terminate
in all events on the earlier of: (i) the date set forth in
paragraph 2 hereof, or (ii) upon the expiration of three
months after the termination of Optionee's employment with the
Company and its subsidiaries; except that in the event of
Optionee's death, Optionee's personal representative may
exercise this Option (to the extent exercisable at the date of
death) within 18 months after Optionee's employment terminates
because of death.
----------------
* as modified pursuant to Agreement and Plan of Merger dated as
of May 23, 1995 among Insituform Technologies, Inc., ITI
Acquisition Corp. and Insituform Mid-America, Inc.
c. NON-TRANSFERABILITY OF OPTION. This Option is
non-transferable by Optionee except by will or the laws of
descent and distribution and shall be exercisable during
Optionee's lifetime only by Optionee.
d. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. In
the event of the payment of a stock dividend, a split-up or
consolidation of shares, or any like capital adjustment of the
Company as provided under the Plan, then to the extent the
Option hereunder remains outstanding and unexercised, there
shall be a corresponding adjustment as to the number of shares
covered under this Option, and in the purchase price per
share, to the end and Optionee shall retain the Optionee's
proportionate interest in the Company without change in the
total exercise price under this Option.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its Chairman of the Board, Vice Chairman or
President, and Optionee has signed the same in duplicate originals.
INSITUFORM TECHNOLOGIES, INC.
------------------------- By:
Number of Shares ---------------------------
Subject to Option Name:
Title:
------------------------- ------------------------------
Exercise Price per Share Name of Optionee (Typed)
------------------------- ------------------------------
Date Signature of Optionee
corp\ina\stk-optn\exhb.4