Exhibit 10.3
FORM OF
ARCTIC CAT INC.
EXECUTIVE OFFICER
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
, an employee of the Company or one or more of its subsidiaries
(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 this Option shall be $
per
share.
3.
Term of Option . The term of the Option shall be for a
period of ten (10) years from the Option Date, subject to earlier
termination as hereinafter provided. In no event shall the
Option be exercisable after the expiration of the term of the
Option.
4.
Exercise of Option . During the first year the Option
is outstanding it may not be exercised with respect to any of the
shares covered thereby. Subject to the provisions of
paragraphs 6 and 7 hereof, the Option may thereafter be exercised
during the term specified in paragraph 3 as follows:
(a)
from and after 12 months from the Option Date, the Option may be
exercised as to
shares.
(b)
from and after 24 months from the Option Date, the Option may be
exercised as to an additional
shares;
(c)
from and after 36 months from the Option Dale, the Option may be
exercised as to an additional
shares.
1
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 any execution, attachment, or
similar process upon the Option, shall be null and void and without
effect.
6.
Termination of Employment . In the event the
employment of the Optionee shall be terminated for any reason
whatsoever, the Option may be exercised by the Optionee at any time
(i) until the date twelve (12) months after the date the Option
becomes fully vested or the date of Retirement, whichever is later,
if such termination was by reason of Retirement (as defined in the
2007 Stock Plan), (ii) within one (1) month after such termination
if such termination was for any reason other than Retirement, Cause
(as defined in the 2007 Stock Plan) or as provided in paragraph 7
hereof, and (iii) no later than the date of termination if such
termination was for Cause (as defined in the 2007 Stock Plan), but
in no event may the Option be exercised later than the expiration
of the term specified in paragraph 3. Unless otherwise
determined by the Committee in writing after the Option Date, (A)
upon termination by reason of Retirement, all outstanding Options
then held by the Optionee that have not vested will continue to
vest in accordance with their terms and (B) upon termination for
any reason other than Retirement, all Options held by the Optionee
shall be exercisable only to the extent the Optionee shall have
been entitled to do so at the date of his or her termination of
employment. So long as the Optionee shall continue to be an
employee of the Company or one or more of its subsidiaries, the
Option shall not be affected by any change of duties or
position. Nothing in this Option Agreement shall confer upon
the Optionee any right to continue in the employ of the Company or
of any of its subsidiaries or interfere in any way with the right
of the Company or any such subsidiary to terminate the employment
of the Optionee at any time.
7.
Death or Permanent Disability of Optionee . If the
Optionee shall die while still employed by the Company or one or
more of its subsidiaries,
