ALAMO GROUP
INC.
Stock Option
KNOW ALL MEN BY THESE PRESENTS: That ALAMO GROUP INC.
(the “Company”) having adopted a First Amended and
Restated 1999 Non-Qualified Stock Option Plan (the
“Plan”), hereby grants to ___________________ (the
“Optionee”) the right and option to purchase
________________ shares of the Common Stock of the Company on the
following terms and conditions:
1.
Exercise of Option . This option shall become
exercisable as follows. After the expiration of one year
following the date on which this option is granted, this option may
be exercised as to up to twenty percent (20%) of the total number
of shares covered hereby. An additional twenty percent (20%)
of the shares subject to this option shall become exercisable on
each anniversary date of the grant hereof until all of the shares
subject hereto have become exercisable. Further, subject to
the terms of paragraph 6, all of the shares covered hereby shall
vest upon a Qualifying Event (as herein defined).
“Qualifying Event” means such date as Optionee is (i)
age 62 or older, and (ii) has been employed by the Company or any
of its affiliates for at least five (5) years. (For purposes
of this paragraph 1, Optionee shall be credited with time and
service with any predecessor of such affiliate, if the predecessor
or substantially all of its business was acquired by the Company or
its affiliate.)
The option shall be exercised by the Optionee as to all or part of
the shares covered hereby, by the giving of written notice of such
exercise to the Company at its principal business office,
specifying the number of shares to be purchased, and specifying a
business day, (the “exercise date”) not more than five
(5) days from the date such notice is given, for the payment of the
purchase price against delivery of the shares being
purchased. The giving of such written notice to the Company
shall constitute an irrevocable election to purchase the number of
shares specified in the notice and to exercise the right on the
date specified in the notice.
2.
Option Price . The purchase price of the shares which
may be purchased pursuant to the option granted herein shall be
$______ per share.
3.
Rights of Optionee . Neither the Optionee nor his
executors or administrators shall have any of the rights of a
stockholder of the Company with respect to the shares subject to
this option until a certificate or certificates for such shares
shall have been issued upon the exercise of this option.
4.
Nontransferability of Option . The option granted
herein shall not be transferable by the Optionee other than to his
executors or administrators by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986, as amended, or Title
I of the Employer Retirement Income Security Act, or the rules
thereunder. During the Optionee's lifetime, this option shall
be exercisable only by Optionee.
5.
Adjustments to Option Upon Change in Control, Changes in
Capitalization, Etc . In the event of any stock split,
stock dividend, reclassification, or capitalization which changes
the character or amount of the Company's outstanding Common Stock
while any portion of this option is outstanding but unexercised,
the Committee appointed under the Plan shall make such adjustments
in the character and number of shares subjec
