FORM OF
MIRION TECHNOLOGIES, INC.
2006 Stock
Plan
Stock Option
Agreement
Reference
Number: 2006-1
Dated January 1,
2006
SECTION 1.
GRANT OF OPTION.
(a)
O ption . On
the terms and conditions set forth in this Agreement and the Notice
of Stock Option Grant referencing this Agreement (the “
Notice ”), the Company grants to the Optionee on the
Date of Grant an option to purchase at the Exercise Price a number
of Shares, all as set forth in the Notice. This option is intended
to a Nonstatutory Option, as provided in the Notice.
(b) Stock
Plan and Defined Terms . This option is granted under and
subject to the terms of the Plan, which is incorporated herein by
this reference. Capitalized terms are defined in Section 12 of
this Agreement.
SECTION 2.
RIGHT TO EXERCISE.
Subject to the
conditions set forth in this Agreement, all or part of this option
may be exercised prior to its expiration at the time or times set
forth in the Notice.
SECTION 3.
NO TRANSFER OR ASSIGNMENT OF OPTION.
Except as
otherwise provided in this Agreement, this option and the rights
and privileges conferred hereby shall not be sold, pledged or
otherwise Transferred (whether by operation of law or otherwise)
and shall not be subject to sale under execution, attachment, levy
or similar process.
SECTION 4.
EXERCISE PROCEDURES.
(a) Notice
of Exercise . The Optionee or the Optionee’s
representative may exercise this option by giving written notice to
the Company specifying the election to exercise this option, the
number of Shares for which it is being exercised and the form of
payment. Exhibit A is an example of a “Notice of
Exercise”. The Notice of Exercise shall be signed by the
person exercising this option. In the event that this option is
being exercised by the Optionee’s representative, the notice
shall be accompanied by proof (satisfactory to the Company) of the
representative’s right to exercise this option. The Optionee
or the Optionee’s representative shall deliver to the
Company, at the time of giving the notice, payment in a form
permissible under Section 5 for the full amount of the
Purchase Price.
(b) Issuance
of Shares . After receiving a proper notice of exercise, the
Company shall cause to be issued a certificate or certificates for
the Shares as to which this option has been exercised, registered
in the name of the person exercising this option (or in the names
of such
person and his
or her spouse as community property or as joint tenants with right
of survivorship).
(c)
Withholding Requirements . The Company may withhold any tax
(or other governmental obligation) as a result of the exercise of
this option as a condition to the exercise of this option or
otherwise, and the Optionee shall make arrangements satisfactory to
the Company to enable it to satisfy all such withholding
requirements. The Optionee shall also make arrangements
satisfactory to the Company to enable it to satisfy any withholding
requirements that may arise in connection with the vesting or
disposition of Shares purchased by exercising this
option.
SECTION 5.
PAYMENT FOR SHARES.
(a) Cash or
Check . All or part of the Purchase Price may be paid in cash
or by check.
(b) Other
Methods of Payment for Shares . At the sole discretion of the
Board of Directors, all or any part of the Purchase Price and any
applicable withholding requirements may be paid by any other method
permissible under the terms of the Plan. The Company shall notify
the Optionee if and when it shall make such other payment method
available to the Optionee.
SECTION 6.
TERM AND EXPIRATION.
(a) Basic
Term . Subject to earlier termination in accordance with
subsection (b) below, this option shall expire on the
expiration date set forth in the Notice.
(b)
Termination of Service . If the Optionee’s Service
terminates for any reason, then this option shall expire on the
earliest of the following occasions:
(i) The
expiration date determined pursuant to Subsection
(a) above;
(ii) Thirty
(30) days after termination of Optionee’s employment by
the Company for any reason other than for Cause;
(iii) The
date of termination of Optionee’s employment if termination
is by the Company for Cause or if Cause exists on such date;
and
(iv) Thirty
(30) days after the date of Optionee’s voluntary
termination of employment with the Company for any
reason.
The Optionee
(or in the case of the Optionee’s death or disability, the
Optionee’s representative) may exercise all or part of this
option at any time before its expiration under the preceding
sentence, but only to the extent that this option had become
exercisable for vested Shares on or before the date the
Optionee’s Service terminates. When the Optionee’s
Service terminates, this option shall expire immediately with
respect to the number of Shares for which this option is not yet
vested. In addition, if this option expires due to the termination
of the Optionee’s Service for Cause (or if Cause exists on
such termination date), any Shares which have not been delivered to
the Participant upon the exercise of this option shall not be
delivered and such exercise shall be null and void.
2
(c) Leaves
of Absence . For any purpose under this Agreement, Service
shall be deemed to continue while the Optionee is on a bona fide
leave of absence, if such leave was approved by the Company in
writing or if continued crediting of Service for such purpose is
expressly required by the terms of such leave or by applicable law
(as determined by the Company).
SECTION 7.
LEGALITY OF INITIAL ISSUANCE.
No Shares shall be
issued upon the exercise of this option unless and until the
Company has determined that:
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(a)
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The
Company and the Optionee have taken any actions required to
register the Shares under the Securities Act or to perfect an
exemption from the registration requirements thereof;
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(b)
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Any
applicable listing requirement of any stock exchange or other
securities market on which Stock is listed has been satisfied;
and
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(c)
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Any
other applicable provision of state or federal law has been
satisfied.
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SECTION 8.
REGISTRATION RIGHTS.
The Company may
register or qualify the sale of Shares under the Securities Act or
any other applicable law. The Company shall not be obligated to
take any affirmative action in order to cause the sale of Shares
under this Agreement to comply with any law.
SECTION 9.
RESTRICTIONS ON TRANSFER.
(a)
Nontransferability . No Option or other right to acquire
Shares, may be transferred, assigned, pledged or hypothecated by
any Optionee during the Optionee’s lifetime, whether by
operation of law or otherwise, or be made subject to execution,
attachment or similar process, except by beneficiary designation,
will or the laws of descent and distribution. Subject to the
limitations contained in this Section, an Option or other right to
acquire Shares under the Plan, may be exercised during the lifetime
of the Optionee only by the Optionee or by the Optionee’s
guardian or legal representative. Such Option or other right shall
not be transferable and shall be exercisable only by the Optionee
to whom such right was granted, except in the case of a transfer by
the Optionee to its affiliate with the prior written consent of the
Board o
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