EXHIBIT 10.5
NON-QUALIFIED STOCK
OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION
AGREEMENT (“ Agreement ”), is made
and effective as of _____________________________ (the “
Grant Date ”), by and between Sunair
Electronics, Inc., a Florida corporation (“
Sunair ”), and ________________________
(“ Participant ”).
W I T N E S S E T
H:
WHEREAS, Sunair is desirous
of increasing the incentive of Participant whose contributions are
important to the continued success of Sunair;
NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable
consideration, Sunair hereby grants Participant options to purchase
shares of Common Stock of Sunair pursuant to the Sunair
Electronics, Inc. 2004 Stock Incentive Plan (“
Plan ”), upon the following terms and
conditions. Capitalized terms not defined herein shall have the
meaning ascribed thereto in the Plan. A copy of the Plan will be
provided to Participant upon request.
1. GRANT OF
OPTION
Subject to the terms and conditions
of this Agreement and the Plan, Sunair hereby grants to Participant
an option (“ Option ”) to purchase an
aggregate of _____________ ( ____________ ) shares (“
Option Shares ”) of Sunair’s Common
Stock. This Option is a non-qualified stock option and is not
intended to qualify as an “incentive stock option”
under Code Section 422.
2. EXERCISE
PRICE
The Exercise Price of this Option
shall be $______ per Option Share.
3. TERM AND VESTING OF
OPTION
(a) Option Period .
Subject to the provisions of this Section 3 hereof and
the Plan, this Option shall terminate and all rights to purchase
shares hereunder shall cease on the ___ anniversary of the Grant
Date.
(b) Vesting and
Exercisability . Subject to the provisions of
Section 5 hereof, this Option shall become vested and
exercisable as follows: ____________________ .
4. MANNER OF EXERCISE
AND PAYMENT
This Option may be exercised to the
extent vested as provided in Section 3 , and in
accordance with Section 6(g) of the Plan.
5. TERMINATION OF
EMPLOYMENT
(a) General . Except as
otherwise set forth in this Section 5 , and Section
6(i) of the Plan, upon Participant’s termination of
employment or other service with the Company, other than by reason
of Cause or Participant’s Disability, Death or Retirement,
this Option shall expire ____ days following the last day of
Participant’s employment or service with the Company.
(b) Cause . In the event
Participant’s employment or service with the Company is
terminated for Cause, this Option shall be deemed to have
terminated and expired upon occurrence of the event which would be
grounds for termination of employment by the Company for Cause.
(c) Death . If
Participant dies while in the employment or service of the Company,
or if Participant dies within ____ of a termination of
Participant’s employment or service with the Company for
reason other than Cause, the Participant’s estate or the
devisee named in Participant’s valid last will and testament
or Participant’s heir at law who inherits this Option
(whichever is applicable) has the right, at any time within a
period not to exceed ____ after the date of Participant’s
death and prior to termination of this Option pursuant to its
terms, to exercise, in whole or in part, any vested portion of this
Option held by Participant at the date of Participant’s
death.
(d) Disability . If
Participant’s termination of employment or service with the
Company is by reason of a Disability of Participant, Participant
shall have the right at any time within a period not to exceed ____
after such termination and prior to termination of this Option
pursuant to its terms, to exercise, in whole or in part, any vested
portion of this Option held by Participa
