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Exhibit
10.2
Certificate of Stock Option Grant
DATE
SSN:
c/o LoJack Corporation
200 Lowder Brook Drive
Westwood, MA 02090
This
letter is to inform you of stock options that have been
granted to you through the Company’s 2008 Stock
Incentive Plan. Effective _________ you have been granted
Non-Qualified
Stock Options to purchase X shares at $X.XX per share.
This grant will expire on _________. The following table will
outline the vesting schedule associated with these
options.
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Shares
Vesting
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Vest
Date
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XX/XX/XXXX
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XX/XX/XXXX
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XX/XX/XXXX
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XX/XX/XXXX
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The
above-named option holder should indicate their acceptance to
this Certificate of Stock Option Grant and the attached Stock
Option Agreement by signing below and returning one copy.
Retain the attached documents for your file.
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OPTIONEE
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[NAME]
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Date
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LOJACK CORPORATION
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Corporate
Human Resources Authorization
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Corporate
Finance Authorization
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Return
to:
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LoJack
Corporate Human Resources
200
Lowder Brook Drive
Westwood,
MA 02090
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LOJACK CORPORATION
LoJack Corporation 2008 Stock Incentive Plan
Stock Option Agreement
This Stock Option Agreement and the preceding Certificate of Stock
Option Grant (the “Certificate”) (the
“Certificate” and together with this document, the
“Option Agreement”) made as of the date stated on the
Certificate (the “Grant Date”) by and between LoJack
Corporation, a Massachusetts corporation (the
“Company”), and the Optionee.
WITNESSETH THAT:
WHEREAS ,
the Company has instituted the LoJack Corporation 2008 Stock
Incentive Plan, as amended to date (the “Plan”);
and
WHEREAS ,
the Compensation Committee (the “Committee”) has
authorized the grant of a stock option upon the terms and
conditions set forth below and pursuant to the Plan, a copy of
which is attached hereto and incorporated herein;
NOW,
THEREFORE , in consideration of the premises and the mutual
covenants and agreements herein contained and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and the Optionee agree as
follows.
1.
Grant
. Subject to the terms of the Plan and this Option
Agreement, the Company hereby grants to the Optionee a stock option
(the “Option”) to purchase from the Company the amount
of Common Stock (“Stock”) shown on the
Certificate. If so provided on the Certificate, this
Option is intended to constitute an incentive stock option and to
qualify for special federal income tax treatment under Section 422
of the Code.
2.
Grant
Price . This Option may be exercised at the price
per share shown on the Certificate, subject to adjustment as
provided herein and in the Plan.
3.
Term and
Exercisability of Option . This Option shall
expire on the grant expiration date shown on the Certificate,
unless the Option expires earlier pursuant to this Section 3 or any
provision of the Plan. At any time before its
expiration, this Option may be exercised to the extent vested, as
shown on the Certificate, provided that:
(a)
at the time of exercise the Optionee is not in violation of any
Employee Confidentiality and Non-Competition Agreement with the
Company;
(b)
the Optionee’s employment, contractual or other service
relationship with the Company (“Relationship”) must be
in effect on a given date in order for any scheduled increment in
vesting, as set forth in the vesting schedule on the Certificate,
to become effective; and
(c)
except as otherwise provided in the Plan and in the next sentence
as this Option may not be exercised after the termination of the
Relationship between the Optionee and the Company. If
the Company terminates the Relationship other than for cause (as
determined by the Company’s Board of Directors), the
unexercised portion of the Option that is otherwise
exercisable
may be exercised for three (3) months following the date of
termination, except that if the Relationship terminates by reason
of the Optionee’s retirement (as defined in the Plan), death
or disability (as determined by the Board of Directors on the basis
of medical advice satisfactory to it), the unexercised portion of
the Option that is otherwise exercisable on the date of termination
of the Relationship shall remain exercisable thereafter for three
(3) years (except that in the case of an incentive stock option,
three (3) months if the Relationship terminates by reason of
retirement or one (1) year if the Relationship terminates by
reasons of death or disability).
For purposes of this Section 3, the term “Company”
refers to the Company and all Subsidiaries.
4.
Method of
Exercise . Prior to its expiration and to the
extent that the right to purchase shares of Stock has vested
hereunder, this Option may be exercised from time to time by notice
acceptable to the Company stating the number of shares with respect
to which this Option is being exercised and accompanied by payment
of the option price by certified or bank check or money order or,
with the approval of the Committee, as otherwise provided in
Section 5(c) of the Plan. The Company, or the Committee,
may from time to time designate one or more forms or methods of
providing notice of the exercise of an Option and in that event the
Optionee agrees to utilize such form or method. As soon
as practicable after its receipt of such notice, the Company shall,
without transfer or issue tax to the Optionee (or other person
entitled to exercise this Option), deliver to the Optionee (or
other person entitled to exercise this Option), at the principal
executive offices of the Company or such other place as shall be
mutually acceptable, a stock certificate or certificates for such
shares out of theretofore authorized but unissued shares or
reacquired shares of its Stock as the Company may elect;
provided ,
however , that
the time of such delivery may be postponed by the Company for such
period as may be required for it with reasonable diligence to
comply with any applicable requirements of law. If the
Optionee (or other person entitled to exercise this Option) fails
to pay f
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