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Exhibit
10.2
CENTRAL EUROPEAN
DISTRIBUTION CORPORATION
2007 NON-QUALIFIED STOCK
OPTION AGREEMENT
This Stock Option Agreement
(the “ Option Agreement ”) is made as of
[ ], by and between Central European
Distribution Corporation (CEDC), a Delaware corporation (the
“ Company ”) and [ ],
Director of the Company (the “ Optionee
”).
WHEREAS, the Board of
Directors of the Company (the “ Board ”) has
duly adopted, and the shareholders of the Company have approved,
the 2007 Stock Incentive Plan, as amended (the “ Plan
”), a copy of which has been made available to the Optionee,
which provides for the grant of Options to eligible individuals for
the purchase of shares of the Company’s Stock (as such terms
are defined in the Plan);
WHEREAS, the Company has
determined that it is desirable and in its best interests to grant
to the Optionee, pursuant to the Plan, an option to purchase a
certain number of shares of Stock in order to provide the Optionee
with an incentive to advance the interests of the Company, all
according to the terms and conditions set forth herein;
NOW, THEREFORE, in
consideration of the mutual promises and covenants contained
herein, the parties agree as follows:
1. Grant of
Option. The provisions of the Plan are incorporated by
reference herein and terms used in this Agreement that are defined
in the Plan shall have the meanings assigned to them in the Plan.
Subject to the terms of the Plan, the Company hereby grants to the
Optionee an Option to purchase from the Company
[ ] shares of Stock, all of which will be
exercisable on [one or two years after the Grant Date]. The Option
shall not constitute an “incentive stock option” within
the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”).
2. Price. The
Option Price of each Option is the closing price of the CEDC Stock
on [ ]. Payment for Shares purchased under
the Plan shall be made in cash or cash equivalents.
3. Exercise of
Option. The Options may be exercised as follows:
A. Time of Exercise of
Options . The grant to Optionee of the Option to purchase from
the Company [ ] Shares will be exercisable
on [ ]. Any of the Options not exercised
within ten years after the Grant Date shall be terminated and
become null and void.
B. Exercise by
Optionee . During the lifetime of the Optionee, only the
Optionee (or, in the event of the Optionee’s legal incapacity
or incompetence, the Optionee’s guardian or legal
representative) may exercise the Option. If Optionee’s
directorship with CEDC terminates by reason of death, Options not
then vested, if any, will fully vest and may be exercised within 24
months after such death. If the Optionee’s directorship
terminates by reason of the Optionee’s “permanent and
total disability” (within the meaning of
Section 22(e)(3) of the Code), the
Options not then vested, if
any, will continue to vest and will be exercisable to the extent
vested for a period of one year after the termination of
directorship. If the Optionee’s directorship terminates for
any other reason, Options not then vested will terminate and vested
options held by such Optionee will terminate 90 days after such
termination.
4. Method of Exercise
of Options. The Options may be exercised in accordance with
the provisions of Section 11.9 of the Plan.
5. Limitations on
Transfer. The Options are not transferable by the Optionee
other than by will or the laws of descent and distribution in the
event of death of the Optionee and shall not be pledged or
hypothecated (by operation of law or otherwise) or subject to
execution, attachment or similar processes; provided, however,
these non
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