THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933. AIR T, INC. STOCK APPRECIATION RIGHT AGREEMENT (2005 EQUITY INCENTIVE PLAN)
Exhibit
10.23
THIS
DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES
REGISTERED
UNDER THE SECURITIES ACT OF 1933.
AIR
T, INC.
(2005
EQUITY INCENTIVE PLAN)
THIS
AGREEMENT,
made
effective as of the _____ day of ________, 20__ (the “Grant Date”), by and
between Air T, Inc. (the “Company”), and ___________________ (the
“Holder”).
WHEREAS,
the Company has adopted the Air T, Inc. 2005 Equity Incentive Plan (the “Plan”)
in order to provide additional incentives to certain employees and directors
and
consultants of the Company and its Subsidiaries; and
WHEREAS,
Section 5.1 of the Plan provides for the award of Stock Appreciation Rights
to
Employees of the Company and its Subsidiaries; and
WHEREAS,
the Holder has been awarded Stock Appreciation Rights under the Plan to be
evidenced by this Agreement;
NOW,
THEREFORE, the parties hereto agree as follows:
| 1. |
Grant of Stock
Appreciation Right.
Pursuant to Section 5.1 of the Plan, the Company hereby grants to
the
Holder a Stock Appreciation Right that entitles the Holder to receive,
in
Common Stock or, to the extent that a cash payment would be in compliance
with Section 409A of the Code, cash, value equal to (or otherwise
based on) the excess of: (i) the Fair Market Value of __________
shares of
Common Stock on the date of exercise; over (ii) the exercise price
of $
__.__ per share. The value per share of Common Stock to be delivered
to
the Holder upon exercise of the Stock Appreciation Right shall be
the Fair
Market Value of a share of Common Stock on the date of exercise or
the
next preceding date if such date is not a trading
date.
|
| 2. |
Duration of Stock
Appreciation Right.
Subject to the terms of the Plan, the Stock Appreciation Right shall
remain exercisable for [select
one]:
|
ten
years
after the Grant Date;
other
(specify; may be no later than ten years after the Grant Date):
________________________________________________________________________
________________________________________________________________________
| 3. |
Vesting
and Exercisability of Stock Appreciation Right.
Subject to the terms of the Plan, the Stock Appreciation Right shall
vest
and be exercisable [select one]
|
with
respect to
|
(i)
|
one-third
(1/3) of the shares of Common Stock covered by the Stock Appreciation
Right beginning on the first anniversary of the Grant
Date,
|
|
(ii)
|
an
additional one-third (1/3) of the shares of Common Stock covered
by the
Stock Appreciation Right beginning on the second anniversary of the
date
of the Grant Date, and
|
|
(iii)
|
the
remaining one-third (1/3) of the shares of Common Stock covered by
the
Stock Appreciation Right beginning on the third anniversary of the
Grant
Date.
|
other
(specify):
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
| 4. |
Acceleration
of Vesting upon Change of Control.
(select one)
|
In
the
event of a Change of Control, the Stock Appreciation Right shall become fully
exercisable and vested to the full extent of the original grant.
A
Change
of Control shall not affect the exercisability or vesting of the Stock
Appreciation Right.
| 5. |
Termination
of Service.
In the event of the termination of the Holder’s Service, the Stock
Appreciation Right shall terminate in full (whether or not previously
exercisable) prior to the expiration of its term [select
one]:
|
|
on
the date thirty (30) days after the date of the termination of the
Holder’s Service, unless the Holder’s Service is terminated due to the
Holder’s:
|
|
(i)
|
death,
in which case the Holder’s legatee(s) under the Holder’s last will or the
Holder's personal representative or representatives may exercise
all or
part of the previously unexercised portion of the Stock Appreciation
Right
at any time within one year, but not beyond the expiration of its
term,
after the Holder's death to the extent the Holder could have exercised
the
Stock Appreciation Right immediately prior to the Holder’s death;
|
|
(ii)
|
Disability,
in which case the Holder or the Holder’s personal representative may
exercise the previously unexercised portion of the Stock Appreciation
Right at any time within one year, but not beyond the expiration
of its
term, after the termination of the Holder’s Service to the extent the
Holder could have exercised the Stock Appreciation Right prior to
such
termination; or
|
|
(iii)
|
Retirement,
in which case the Holder may exercise the previously unexercised
portion
of the Stock Appreciation Right at any time within one year, but
not
beyond the expiration of its term, after the Holder's Retirement
to the
extent the Holder could have exercised the Stock Appreciation Right
immediately prior to Retirement.
|
other
(specify):
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
| 6. |
Exercise
of Stock Appreciation Right.
The Holder may exercise all or a portion of the Stock Appreciation
Right
by giving written notice to the Company of exercise, specifying the
number
of shares of Common Stock with respect to which the Stock Appreciation
Right is being exercised. Such notice is to be delivered to the Secretary
of the Company and is effective as of the date of receipt by the
Secretary
of the Company.
|
| 7. |
Purchase
of Stock Appreciation Right.
The Company, upon approval by the Committee, may elect to purchase
the
Stock Appreciation Right by paying the Holder an amount, in cash
or Common
Stock, equal to the product of (i) the excess of the Fair Market
Value per
share of the Common Stock subject to the Stock Appreciation Right
over the
exercise price per share, and (ii) the number of shares of Common
Stock
subject to the Stock Appreciation
Right.
|
| 8. |
Non-Transferability
of Stock Appreciation Right.
The Stock Appreciation Right shall not be transferable by the Holder
except to the extent permitted under the
Plan.
|
| 9. |
No
Rights as a Stockholder.
The Holder shall not have any rights or privileges of a stockholder
with
respect to any shares of Common Stock by virtue of the Stock Appreciation
Right until the date of issuance by the Company of a certificate
for such
shares pursuant to the exercise of the Stock Appreciation
Right.
|
| 10. |
Holder
Bound by the Plan.
The Holder hereby acknowledges receipt of a copy of the Plan and
agrees to
be bound by all the terms and provisions thereof. A determination
of the
Committee as to any questions which may arise with respect to the
interpretation of the provisions of this Agreement and of the Plan
shall
be final. The Committee may authorize and establish such rules,
regulations and revisions thereof not inconsistent with the provisions
of
the Plan, as it may deem advisable.
|
| 11. |
Modification
of Agreement.
This Agreement may be modified, amended, suspended or terminated,
and any
terms or conditions may be waived, but only by a written instrument
executed by the parties hereto.
|
| 12. |
Severability.
Each provision of this Agreement is intended to be severable. Should
any
provision of this Agreement be held by a court of competent jurisdiction
to be unenforceable or invalid for any reason, the remaining provisions
of
this Agreement shall not be affected by such holding and shall continue
in
full force in accordance with their
terms.
|
| 13. |
Governing Law;
Jurisdiction.
This Agreement shall be governed and construed in accordance with
the laws
of the State of North Carolina, without regard to the principles
of
conflicts of law, except to the extent governed by federal law. Each
party
hereby irrevocably submits to the jurisdiction of the state and federal
courts sitting in Catawba County, State of North Carolina, for the
adjudication of any dispute
hereunder.
|
| 14. |
Successors in Interest.
This Agreement shall inure to the benefit of and be binding upon
any
successor to the Company. This Agreement shall inure to the benefit
of the
Holder’s legal representatives. All obligations imposed upon the Holder
and all rights granted to the Company under this Agreement shall
be final,
binding and conclusive upon the Holder’s heirs, executors, administrators
and successors.
|
IN
WITNESS WHEREOF,
this
Agreement has been executed by the Company and the Holder effective as of the
date and year first written above.
|
AIR
T, INC.
|
|
By:
__________________________________
|
|
Title:_________________________________
|
|
__________________________________
|
|
[Holder]
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