Exhibit 10.1
FORM OF
INCENTIVE STOCK OPTION AGREEMENT
IBIS TECHNOLOGY
CORPORATION
AGREEMENT made as
of the th day of
20 , between Ibis Technology Corporation (the
“Company”), a Massachusetts corporation having a
principal place of business in Danvers, Massachusetts, and
of
,
,
an employee of the Company (the “Employee”).
WHEREAS, the
Company desires to grant to the Employee an Option to purchase
shares of its common stock, $.008 par value per share (the
“Shares”), under and for the purposes set forth in the
Company’s 2007 Employee, Director and Consultant Equity Plan
(the “Plan”);
WHEREAS, the
Company and the Employee understand and agree that any terms used
and not defined herein have the same meanings as in the Plan;
and
WHEREAS, the
Company and the Employee each intend that the Option granted herein
qualify as an ISO.
NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for
other good and valuable consideration, the parties hereto agree as
follows:
1.
GRANT OF OPTION .
The Company hereby
grants to the Employee the right and option to purchase all or any
part of an aggregate of
( ) Shares, on the
terms and conditions and subject to all the limitations set forth
herein and in the Plan, which is incorporated herein by
reference. The Employee acknowledges receipt of a copy of the
Plan.
2.
PURCHASE PRICE .
The purchase price
of the Shares covered by the Option shall be
($ ) per Share, subject to
adjustment, as provided in the Plan, in the event of a stock split,
reverse stock split or other events affecting the holders of
Shares. Payment shall be made in accordance with Section 8(b)
and Section 9 of the Plan.
3.
EXERCISABILITY OF OPTION .
Subject to the terms and conditions set forth
in this Agreement and the Plan, the Option granted hereby shall
become exercisable as follows:
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On the first anniversary of the date of this Agreement
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up to one-fourth
Shares
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On the second
anniversary of the date of this Agreement
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an additional
one-fourth Shares
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On the third
anniversary of the date of this Agreement
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an additional
one-fourth Shares
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On the fourth
anniversary of the date of this Agreement
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an additional
one-fourth Shares
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1
The foregoing
rights are cumulative and are subject to the other terms and
conditions of this Agreement and the Plan.
4.
TERM OF OPTION .
The Option shall
terminate ten (10) years from the date of this Agreement or, if the
Employee owns as of the date hereof more than 10% of the total
combined voting power of all classes of capital stock of the
Company or an Affiliate, five (5) years from the date of this
Agreement, but shall be subject to earlier termination as provided
herein or in the Plan.
If the Employee
ceases to be an employee of the Company or of an Affiliate (for any
reason other than the death or Disability of the Employee or
termination of the Employee’s employment for
“Cause” (as defined below)), the Option may be
exercised, if it has not previously terminated, within three (3)
months after the date the Employee ceases to be an employee of the
Company or an Affiliate, or within the originally prescribed term
of the Option, whichever is earlier, but may not be exercised
thereafter. In such event, the Option shall be exercisable
only to the extent that the Option has become exercisable and is in
effect at the date of such cessation of employment.
Notwithstanding
the foregoing, in the event of the Employee’s Disability or
death within three (3) months after the termination of employment,
the Employee or the Employee’s Survivors may exercise the
Option within one (1) year after the date of the Employee’s
termination of employment, but in no event after the date of
expiration of the term of the Option.
In the event the
Employee’s employment is terminated by the Employee’s
employer for Cause, the Employee’s right to exercise any
unexercised portion of this Option shall cease as of such
termination, and this Option shall thereupon terminate.
Notwithstanding anything herein to the contrary, if subsequent to
the Employee’s termination as an employee, but prior to the
exercise of the Option, the Board of Directors of the Company
determines that, either prior or subsequent to the Employee’s
termination, the Employee engaged in conduct which would constitute
Cause, then the Employee shall immediately cease to have any right
to exercise the Option and this Option shall thereupon
terminate.
In the event of
the Disability of the Employee, as determined in accordance with
the Plan, the Option shall be exercisable within one (1) year after
the Employee’s termination of employment or, if earlier,
within the term originally prescribed by the Option. In such
event, the Option shall be exercisable:
2
(a)
to the extent exercisable but not exercised as of the date of
Disability; and
(b)
in the event rights to exercise the Option accrue periodically, to
the extent of a pro rata portion of any additional rights to
exercise the Option as would have accrued had the Employee not
become Disabled prior to the end of the accrual period which next
ends following the date of Disability. The proration shall be
based upon the number of days during the accrual period prior to
the date of Disability.
In the event of
the death of the Employee while an employee of the Company or of an
Affiliate, the Option shall be exercisable by the Employee’s
Survivors within one (1) year after the date of death of the
Employee or, if earlier, within the originally prescribed term of
the Option. In such event, the Option shall be
exercisable:
(x)
to the extent exercisable but not exercised as of the date of
death; and
(y)
in the event rights to exercise the Option accrue periodically, to
the extent of a pro rata portion of any additional rights to
exercise the Option as would have accrued had the Employee not died
prior to the end of the accrual period which next ends following
the date of death. The proration shall be based upon the
number of days during the accrual period prior to the
Employee’s death.
For purposes of this
Agreement, “Cause” shall include (and is not limited
to) dishonesty with respect to the Company or any Affiliate,
insubordination, substantial malfeasance or non-feasance of duty,
unauthorized disclosure of confidential information, and
conduct substantially prejudicial to
the business of the Company or any Affiliate. Any definition
in an agreement between the Employee and the Company or an
Affiliate, which contains a conflicting definition of
“Cause” for termination and which is in effect at the
time of such termination, shall supersede the definition in this
Plan with respect to such Employee.
5.
METHOD OF EXERCISING OPTION .
Subject to the
terms and conditions of this Agreement, the Option may be exercised
by written notice to the Company at its principal executive office,
in substantially the form of Exhibit A attached
hereto. Such notice shall state the number of Shares with
respect to which the Option is being exercised and shall be signed
by the person exercising the Option. Payment of the purchase
price for such Shares shall be made in accordance with Section 8(b)
and Section 9 of the Plan. The Company shall deliver a
certificate or certificates representing such Shares as soon as
practicable after the notice shall be received, provided, however,
that the Company may delay issuance of su
