FORM OF 2005 LONG-TERM INCENTIVE PLAN NONQUALIFIEDExecutive Compensation Plan Agreement |
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SYBRON DENTAL SPECIALTIES. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EXHIBIT 10.1
GRANT
SYBRON DENTAL SPECIALTIES, INC.
2005 LONG-TERM INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of the day of 200 between Sybron Dental Specialties, Inc., a Delaware corporation (the “Company”) and (the “Participant”) in connection with the grant of a Nonqualified Stock Option under the Sybron Dental Specialties, Inc. 2005 Long-Term Incentive Plan.
WITNESSETH:
WHEREAS, the Participant is an employee of the Company or one of its Subsidiaries in a key position, and the Company desires to promote the success and enhance the value of the Company by linking the personal interests of the Participant to those of Company stockholders, providing the Participant with an incentive for outstanding performance; and
WHEREAS, in light of the above, the Company desires to grant to the Participant a Nonqualified Stock Option to purchase shares of Company common stock under the Company’s 2005 Long-Term Incentive Plan (the “Plan”).
NOW, THEREFORE, in consideration of these premises, the parties agree that the following shall constitute the Agreement between the Company and the Participant:
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Definitions. For purposes of this Agreement, the terms used herein shall have the meanings specified in the Plan, a copy of which is attached hereto and incorporated herein by reference pursuant to Section 10 below. |
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Grant of Nonqualified Stock Option. Subject to the terms and conditions set forth herein, the Company grants to the Participant a Nonqualified Stock Option to purchase from the Company Shares at an Option Price of $ per Share, subject to adjustment as provided in Section 8 hereof. This Option is exercisable in whole or in part at any time or from time to time after , 200 . |
This Option shall expire on / / ; provided; however that (i) if the Participant’s employment with the Company is terminated prior to the exercise in full of this Option, then the rules of Section 7 shall apply, and (ii) notwithstanding anything to the contrary herein, the Company shall not be required to issue or transfer any certificates for Shares purchased upon exercise of this Option until all applicable requirements of the law have been complied with and, if applicable, such Shares shall have been duly listed on any securities exchange on which Shares may then be listed.
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Notice of Exercise. This Option may be exercised in whole or in part, from time to time, in accordance with Section 2 by the delivery of written notice to the Corporate Secretary of the Company at the address provided in Section 13, or to such other persons or addresses as the Corporate Secretary may from time to time designate, which notice shall: |
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specify the number of Shares to be purchased and the total Option Price to be paid therefor; |
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if the person exercising this Option is not the Participant himself or herself contain or be accompanied by evidence satisfactory to the Committee of such person’s right to exercise this Option; and |
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be accompanied by payment in full of the Option Price (i) in cash or its equivalent, (ii) with the Committee’s consent, by tendering previously acquired Shares having a Fair Market Value at the time of exercise equal to the Option Price (provided such previously acquired Shares have been held by the Participant for at least 6 months prior to such tender), (iii) with the Committee’s consent, by a combination of cash and such tendered Shares, or (iv) with the Committee’s consent, through a cashless exercise as permitted under Federal Reserve Board Regulation T or by any other means which the Committee deems consistent with the Plan and applicable law. |
As soon as practicable after receipt of an exercise notice and full payment of the Option Price, the Company shall deliver to the Participant, in the Participant’s name, Share certificates in an appropriate amount based upon the number of Shares purchased upon the exercise. The Committee may impose such restrictions on any Shares acquired pursuant to an exercise as it deems advisable, including without limitation restrictions under applicable Federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under blue sky or state securities laws applicable to such Shares.
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Transfer and Exercise of Option. This Option shall not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. During the Participant’s lifetime, this Option may be exercised only by him or her. In accordance with the provisions of the Plan, the Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) who shall be entitled to exercise this Option in the event of the Participant’s death and to the extent this Option is exercisable at that time. In the absence of any such designation, this Option may be exercised, to the extent exercisable, by the administrator of the Participant’s estate. |
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Status of Participant. The Participant shall not be deemed a stockholder of the Company with respect to any of the Shares subject to this Option, except to the extent that such Shares shall have been purchased and transferred to him. |
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No Effect on Capital Structure. This Option shall not affect the right of the Company or any Subsidiary thereof to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize. |
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