Exhibit 10.4
FORM OF
ARCTIC CAT INC.
DIRECTOR
NON-QUALIFIED
STOCK OPTION AGREEMENT
THIS OPTION
AGREEMENT is made as of the
day of
200 (the “Option
Date”), between ARCTIC CAT INC., a Minnesota corporation (the
“Company”), and
, a non-employee member of the Board of Directors of the Company
(the “Optionee”).
WHEREAS, the
Company desires, by affording the Optionee an opportunity to
purchase shares of its Common Stock, $.01 par value (the
“Common Stock”), as hereinafter provided, to carry out
the purpose of the 2007 Omnibus Stock and Incentive Plan (the
“2007 Stock Plan”) of the Company approved by its
shareholders;
NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for
other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:
1.
Grant of Option . The Company hereby grants to the
Optionee the right and Option (hereinafter called the
“Option”) to purchase from the Company all or any part
of an aggregate amount of
shares of the Common Stock of the Company on the terms and
conditions herein set forth. This grant does not qualify as
an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended.
2.
Purchase Price . The purchase price of the shares of
the Common Stock covered by the Option shall be $
per share.
3.
Term of Option . The term of the Option shall be for a
period expiring ten (10) years from the Option Date. In no
event shall the Option be exercisable after the expiration of the
term of the Option.
4.
Exercise of Option . The Option may be exercised in
whole or in part at any time from and after the Option Date until
expiration of the term specified in paragraph 3.
5.
Non-Transferability . The Option shall not be
transferable otherwise than by will or the laws of descent and
distribution, and the Option may be exercised, during the lifetime
of the Optionee, only by the Optionee. More particularly (but
without limiting the generality of the foregoing), the Option may
not be assigned, transferred (except as provided above), pledged,
or hypothecated in any way; shall not be assignable by operation of
law; and shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge,
hypothecation, or other disposition of the Option contrary to the
provisions hereof, and the levy of
1
any execution,
attachment, or similar process upon the Option, shall be null and
void and without effect.
6.
Method of Exercising Option . Subject to the terms and
conditions of this Option Agreement, the Option may be exercised by
written notice to the Chief Financial Officer of the Company at the
principal office of the Company. Such notice shall state the
election to exercise the Option and the number of shares in respect
of which it is being exercised, and shall be signed by the person
so exercising the Option. Such notice shall be accompanied by
payment of the full purchase price of such shares which payment
shall be made in cash or by certified check or bank draft payable
to the Company, by any other form of legal consideration deemed
sufficient by the Company and consistent with the purpose of the
2007 Stock Plan and applicable law, or in the sole discretion of
the Company, by delivery of shares of unrestricted Common Stock of
the Company with a fair market value equal to the purchase price or
by a combination of
