Exhibit 10.2
Option No.: NQ-
TENSAR HOLDINGS, INC.
2005 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Tensar Holdings Inc., a Delaware
corporation (the “Company”), hereby grants an option to
purchase shares of its Common Stock, par value $.01 per share (the
“Common Stock”), to the optionee named below, subject
to the vesting and other terms and conditions set forth in the
attached Agreement and in the Company’s 2005 Stock Incentive
Plan (the “Plan”). Capitalized terms used herein which
are defined in the Plan shall have the meanings set forth in the
Plan, unless otherwise defined herein.
Grant
Date:
Name of
Optionee:
Optionee’s Social Security Number:
Number
of Shares of Common Stock Covered by Option:
Option
Price per Share of Common Stock:
By signing this cover sheet,
you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also
attached. You acknowledge that you have carefully reviewed the
Plan, and agree that this Agreement will control in the event any
provision of the Plan is inconsistent herewith.
| |
|
|
|
|
|
Optionee:
|
|
|
|
|
|
|
|
(Signature) |
|
|
|
|
|
|
|
|
|
Company:
|
|
|
|
|
|
|
|
Philip D. Egan
President & CEO |
|
|
Attachment
This is not a stock certificate or a negotiable
instrument
TENSAR HOLDINGS INC.
2005 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
| |
|
|
|
|
Nonqualified Stock
Option |
|
This option is not
intended to be an incentive stock option under Section 422 of
the Internal Revenue Code and will be interpreted accordingly. |
|
|
|
|
|
|
| Vesting |
|
25% of the total number
of shares covered by this grant as shown on the cover sheet shall
vest upon each of the first, second, third and fourth anniversary
dates of the Grant Date, provided you are then still in
Service. Vesting in any remaining shares shall terminate, and your
rights in any such unvested shares shall expire, immediately upon
the date of your termination of Service for any reason. This option
may be exercised, in whole or in part, to purchase a whole number
of shares of not less than 100 shares of Common Stock, unless the
number of shares purchased is the total number available for
purchase under the option, by following the procedures set forth in
the Plan and below in this Agreement, and in the Plan. |
|
|
|
|
|
|
| Term |
|
Your option will expire
in any event at the close of business at Company headquarters on
the day before the tenth (10 th ) anniversary
of the Grant Date, as shown on the cover sheet. Notwithstanding the
foregoing, in the event your Service terminates for Cause, then you
shall immediately forfeit all rights to your option and the option
shall immediately expire. |
|
|
|
|
|
|
| Leaves of Absence |
|
For purposes of this
option, your Service does not terminate when you go on a bona
fide employee leave of absence that was approved by the Company
in writing, if the terms of the leave provide for continued Service
crediting, or when continued Service crediting is required by
applicable law. However, your Service will be treated as
terminating 90 days after you went on employee leave, unless
your right to return to active work is guaranteed by law or by a
contract. Your Service terminates in any event when the approved
leave ends unless you immediately return to active employee work.
The Company determines, in its sole discretion, which leaves count
for this purpose, and when your Service terminates for all purposes
under the Plan |
|
|
|
|
|
|
| Notice of Exercise |
|
When you wish to exercise
this option, you must notify the Company by filing the proper
“Notice of Exercise” form at the address given on the
form. Your notice must specify how many shares you wish to
purchase. Your notice must also specify how your shares of Common
Stock should be registered (in your name |
2
| |
|
|
|
|
| |
|
only or in your and your
spouse’s names as joint tenants with right of survivorship).
The notice will be effective when it is received by the
Company. |
| |
| |
|
If someone else wants to
exercise this option after your death, that person must prove to
the Company’s satisfaction that he or she is entitled to do
so. |
|
|
|
|
|
|
| Form of Payment |
|
When you submit your
notice of exercise, you must include payment of the Option Price
for the shares you are purchasing. Payment may be made in one (or a
combination) of the following forms: |
|
|
|
|
|
|
|
|
|
• |
|
Cash, a cashier’s check, a
money order, or such other form of consideration as is acceptable
to the Company in its sole discretion. |
|
|
|
|
|
|
|
|
|
• |
|
To the extent a public market for the
Common Stock exists, as determined by the Company, by delivery (on
a form prescribed by the Company) of an irrevocable direction to a
licensed securities broker acceptable to the Company to sell Common
Stock and to deliver all or part of the sale proceeds to the
Company in payment of the aggregate Option Price and any
withholding taxes. |
|
|
|
|
|
|
| Withholding Taxes |
|
You will not be allowed
to exercise this option unless you make acceptable arrangements to
pay any withholding or other taxes that may be due as a result of
the option exercise or the sale of Common Stock acquired under this
option. In the event that the Company determines that any federal,
state, local or foreign tax or withholding payment is required
relating to the exercise or sale of shares arising from this grant,
the Company shall have the right to require such payments from you,
or withhold such amounts from other payments due to you from the
Company or any Affiliate. |
|
|
|
|
|
|
| Tax Spread Payment |
|
In connection with your
exercise of options under this Agreement, and provided the Company
is in compliance with its covenants and other loan obligations to
its lenders at the time, the Company shall pay you in a lump sum
cash payment, within five (5) calendar days of such exercise,
an amount equal to the product of (1) the difference between
your individual federal tax rate in effect at the time of exercise
(including your Medicare tax obligation) and the long-term federal
capital gains tax rate in effect at the time of exercise and
(2) the difference between the Fair Market Value of the
applicable shares of Common Stock and the aggregate per share
Option Price per share for the Common Stock (the “Tax
Spread”), which Tax Spread payment shall be grossed up for
applicable |
3
| |
|
|
|
|
| |
|
federal (including your
Medicare tax obligation) and state personal income taxes so that
you net, after such taxes, an amount equal to the Tax Spread. Any
such payment to you hereunder shall be supported by accurate and
complete documentation provided to and approved by the
Company’s Chief Financial Officer (which documentation may
include, if requested, a copy of your state and federal income tax
return). |
|
|
|
|
|
|
| |
|
If your Service
terminates for reasons other than Cause or your voluntary
resignation, you will be entitled to a Tax Spread payment as and
when provided above. If your Service terminates for Cause or as a
result of your voluntary resignation, then (i) you immediately
forfeit your right to the Tax Spread payment, and (ii) if you have
been provided any Tax Spread payment(s) hereunder within
180 days of such termination for Cause or voluntary
resignation, then you shall be required to reimburse the Company
within 30 days of such termination (or the Company may deduct,
and you hereby authorize such deduction) the full amount of such
payment(s) made to you. |
|
|
|
|
|
|
| Transfer of Option |
|
During your lifetime,
only you (or, in the event of your legal incapacity or
incompetency, your guardian or legal representative) may exercise
the option. You cannot transfer or assign this option. For
instance, you cannot sell this option or use it as security for a
loan. If you attempt to do any of these th |
|
