EXHIBIT
10.1
INCENTIVE STOCK OPTION
AGREEMENT
ANALYSTS INTERNATIONAL
CORP.
2004 EQUITY INCENTIVE
PLAN
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Parties:
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Analysts
International Corporation
3601 West
76 th
Street, Suite 600
Minneapolis,
MN 55435
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(“Company”)
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|
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Randy W.
Strobel
2543 Bridle
Creek Trail
Chanhassen,
MN 55317
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(“Participant”)
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Date:
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August 25,
2008
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THIS INCENTIVE STOCK OPTION AGREEMENT is made
effective as of the above date by and between Analysts
International Corp., a Minnesota corporation (the
“Company”), and Randy W. Strobel
(“Participant”).
W I T N E S S E T H:
WHEREAS,
Participant on the date hereof is a key employee or officer of the
Company or one of its Subsidiaries; and
WHEREAS, the
Company wishes to grant an incentive stock option to Participant to
purchase shares of the Company’s Common Stock pursuant to the
Company’s 2004 Equity Incentive Plan (the
“Plan”); and
WHEREAS, the
Board of Directors has authorized the grant of an incentive stock
option to Participant at the fair market value on August 25, 2008,
of the Company’s Common Stock, as the term “Fair Market
Value” is defined by the Plan;
NOW, THEREFORE,
in consideration of the premises and of the mutual covenants herein
contained, the parties hereto agree as follows:
1.
Grant of Option . The Company hereby grants to
Participant the right and option (the “Option”) to
purchase all or portions of an aggregate of Two Hundred Fifty
Thousand (250,000) shares of Common Stock at the Fair Market
Value, as defined by the Plan, on August 25, 2008, on the terms and
conditions set forth herein, and subject to adjustment pursuant to
Section 12 of the Plan. This Option is intended to be an
incentive stock option within the meaning of Section 422, or any
successor provision, of the Internal Revenue Code of 1986, as
amended (the “Code”), and the regulations thereunder,
to the extent permitted under Code Section 422(d).
2.
Duration and Exercisability .
a.
General . The term during which this Option may
be exercised shall terminate on the close of business on August 25,
2018, except as otherwise provided in Paragraphs 2(b) through 2(d)
below (the “Option Period”). This Option
shall become exercisable according to the following
schedule:
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Vesting
Date
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Number of
Shares
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August 25,
2008
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25%
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August 25,
2009
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50%
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August 25,
2010
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75%
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August 25,
2011
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100%
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Once the Option
becomes exercisable to the extent of one hundred percent (100%) of
the aggregate number of shares specified in Paragraph 1,
Participant may continue to exercise this Option under the terms
and conditions of this Agreement until the termination of the
Option as provided herein. If Participant does not
purchase upon an exercise of this Option the full number of shares
which Participant is then entitled to purchase, Participant may
purchase upon any subsequent exercise prior to this Option’s
termination such previously unpurchased shares in addition to those
Participant is otherwise entitled to purchase.
In the event of a Change in
Control, the Option shall vest immediately and be fully
exercisable. Change in Control and Change in Control
Termination for purposes of this Agreement shall have the same
meanings as set forth in Exhibit A of the Employment Agreement
between the parties, with the effective date of August 25,
2008.
b.
Termination of Employment (other than Disability or Death)
. If Participant’s employment with the Company or
any Subsidiary is terminated for any reason other than disability
or death, this Option shall completely terminate on the earlier of
(i) the close of business on the three-month anniversary date of
such termination of employment, and (ii) the expiration date
of this Option stated in Paragraph 2(a) above. In such
period following the termination of Participant’s employment,
this Option shall be exercisable only to the extent the Option was
exercisable on the vesting date immediately preceding such
termination of employment, but had not previously been
exercised. In such period following a Change in Control
Termination, the Option shall vest immediately and be fully
exercisable to the extent not previously exercised. To
the extent this Option was not exercisable upon such termination of
employment, or if Participant does not exercise the Option within
the time specified in this Paragraph 2(b), all rights of
Participant under this Option shall be forfeited.
c.
Disability . If Participant’s employment
terminates because of disability (as defined in Code Section 22(e),
or any successor provision), this Option shall terminate on the
earlier of (i) the close of business on the twelve-month
anniversary date of the such termination of employment, and (ii)
the expiration date of this Option stated in Paragraph 2(a) above.
In such period following the termination of Participant’s
employment, this Option shall be exercisable only to the extent the
Option was exercisable on the vesting date immediately preceding
such termination of employment, but had not previously been
exercised. To the extent this Option was not exercisable
upon such termination of employment, or if Participant does not
exercise the Option within the time specified in this Paragraph
2(c), all rights of Participant under this Option shall be
forfeited.
d.
Death . In the event of Participant’s
death, this Option shall terminate on the earlier of (i) the close
of business on the twelve-month anniversary date of the date of
Participant’s death, and (ii) the expiration date of this
Option stated in Paragraph 2(a) above. In such period
following Participant’s death, this Option shall be
exercisable by the person or persons to whom Participant’s
rights under this Option shall have passed by Participant’s
will or by the laws of descent and distribution only to the extent
the Option was exercisable on the vesting date immediately
preceding the date of Participant’s death. To the extent this
Option was not exercisable upon the date of Participant’s
death, or if such person or persons do not exercise this Option
within the time specified in this Paragraph 2(d), all rights under
this Option shall be forfeited.
3.
Manner of Exercise .
a.
General . The Option may be exercised only by
Participant (or other proper party in the event of death or
incapacity), subject to the conditions of the Plan and subject to
such other administrative rules as the Board may deem advisable, by
delivering within the Option Period written notice of exercise to
the Company at its principal office. The notice shall state the
number of shares as to which the Option is being exercised and
shall be accompanied by payment in full of the Option price for all
shares designated in the notice. The exercise of the
Option shall be deemed effective upon receipt of such notice by the
Company and upon payment that complies with the terms of the Plan
and this Agreement. The Option may be exercised with
respect to any number or all of the shares as to which it can then
be exercised and, if partially exercised, may be so exercised as to
the unexercised shares any number of times during the Option Period
as provided herein.
b.
Form of Payment . Subject to approval by the
Administrator, payment of the option price by Participant shall be
in the form of cash, pe
