Exhibit 10.6
INCENTIVE STOCK
OPTION
Non-transferable
GRANT TO
(“Optionee”)
the right to purchase from Scan
Source , Inc. (the “Company”)
shares of its common stock, no par
value, at the price of $
per share
pursuant to and subject to the
provisions of the Scan Source , Inc. 2002 Long-Term
Incentive Plan (the “Plan”) and to the terms and
conditions set forth on the following page.
By accepting the Options, Optionee
shall be deemed to have agreed to the terms and conditions set
forth in this Award Certificate and the Plan.
Unless vesting is accelerated in
accordance with the Plan, the Options shall vest (become
exercisable) in accordance with the following schedule:
|
|
|
|
|
Continuous Status as
a
Participant
|
|
Percent of Option
Shares
|
IN WITNESS WHEREOF, Scan
Source , Inc., acting by and through its duly authorized
officers, has caused this Award Certificate to be executed as of
the Grant Date.
|
|
|
|
|
SCAN
SOURCE , INC.
|
|
|
|
|
By:
|
|
|
|
Its:
|
|
Authorized
Officer
|
- 1 -
TERMS AND CONDITIONS
1. Grant of Option . Scan
Source , Inc. (the “Company”) hereby grants to
the Optionee named on Page 1 hereof (“Optionee”), under
the Scan Source , Inc. 2002 Long-Term Incentive Plan (the
“Plan”), stock options to purchase from the Company
(the “Options”), on the terms and on conditions set
forth in this certificate (this “Award Certificate”),
the number of shares indicated on Page 1 of the Company’s no
par value common stock, at the exercise price per share set forth
on Page 1. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the
Plan.
2. Vesting of Options . The
Options shall vest (become exercisable) in accordance with the
schedule shown on page 1 of this Award Certificate. Notwithstanding
the foregoing vesting schedule, upon Optionee’s death or
Disability during his or her Continuous Status as a Participant, or
upon Optionee’s Retirement, or if Optionee’s employment
is terminated by the Company without Cause or by Optionee for Good
Reason within twelve (12) months after the effective date of a
Change in Control, all Options shall become fully vested and
exercisable.
3. Term of Options and
Limitations on Right to Exercise . The term of the Options will
be for a period of ten years, expiring at 5:00 p.m., Eastern Time,
on the tenth anniversary of the Grant Date (the “Expiration
Date”). To the extent not previously exercised, the Options
will lapse prior to the Expiration Date upon the earliest to occur
of the following circumstances:
(a) Three months after the
termination of Optionee’s Continuous Status as a Participant
for any reason other than (i) termination for Cause or
(ii) by reason of Optionee’s death or
Disability.
(b) Twelve months after the date of
the termination of Optionee’s Continuous Status as a
Participant by reason of Disability.
(c) Twelve months after the date of
Optionee’s death, if Optionee dies while employed, or during
the three-month period described in subsection (a) above or
during the twelve-month period described in subsection
(b) above and before the Options otherwise lapse. Upon
Optionee’s death, the Options may be exercised by
Optionee’s beneficiary designated pursuant to the
Plan.
(d) 5:00 p.m., Eastern Time, on the
date of the termination of Optionee’s Continuous Status as a
Participant if such termination is for Cause.
Subject to compliance with
Section 409A of the Code, the Committee may, prior to the
lapse of the Options under the circumstances described in sections
(a), (b), (c) or (d) above, extend the time to exercise
the Options as determined by the Committee in writing, but if the
Options are so extended, then to the extent that they are exercised
more than three months after the termination of Optionee’s
employment other than by death or Disability, or more than one year
after Optionee’s Disability, the Options will automatically
become Non-Qualified Stock Options. If Optionee returns to
employment with the Company during the designated post-termination
exercise period, then Optionee shall be restored to the status
Optionee held prior to such termination but no vesting credit will
be earned for any period