INCENTIVE STOCK
OPTION AGREEMENT
HUDSON
TECHNOLOGIES, INC.
AGREEMENT made as of the (insert date) (the "Grant Date")
between Hudson Technologies, Inc. (the "Company"), a New York
corporation, having a principal place of business at PO Box 1541,
One Blue Hill Plaza, 14 th Floor, Pearl River, New York
10965, and (insert name of Grantee) (the "Grantee").
WHEREAS, the Company desires to grant to the Grantee an Incentive
Stock Option to purchase shares of its common stock, par value $.01
per share (the "Shares"), under and for the purposes of the 2008
Stock Incentive Plan of the Company (the "Plan") pursuant to the
terms thereof;
WHEREAS, the Company and the Grantee understand and agree that
unless otherwise defined herein any terms used herein have the same
meanings as in the Plan.
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 Grantee the right and
option to purchase all or any part of an aggregate of (insert
number of shares) shares, Common Stock, $.01 par value, 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 Grantee acknowledges receipt of a copy of the Plan.
2. Purchase
Price . The purchase price of the Shares covered by the Option
shall be (insert price per share) per share.
3. Exercise of
Option . The Option granted hereby shall vest as of the Grant
Date and be exercisable as of (insert date of grant) .
4. Term of
Option . The option shall terminate (insert term) years
from the date of this Agreement, but shall be subject to earlier
termination as provided herein or in the Plan.
If the Grantee ceases to be employed by the Company for any reason
other than death, termination for cause or voluntary termination
without the consent of the Company, the Option may be exercised at
any time within three (3) months days after the date the Grantee
ceases to be an employee, but in any event not later than the date
on which the option terminates under this Agreement. In such event,
the Option shall be exercisable only to the extent that the right
to purchase Shares under the Plan has accrued and is in effect at
the date of such cessation of employment.
In the event that the Grantee is terminated for cause or
voluntarily terminates without the consent of the Company, the
options granted under this Agreement, to the extent not theretofore
exercised, shall automatically terminate as of the date of
termination of the Grantee's employment. In the event of disability
of the Grantee (as determined by the Board of Directors of the
Company or the Compensation and Stock Option Committee of the
Company, as the case may be, and as to the fact and date of which
the Grantee is notified by the Board or that Committee, as the case
may be, in writing), the Option shall be exercisable within one (1)
year after the date of such disability, but in any event not later
than the date on which the option terminates under this Agreement.
In such event, the Option shall be exercisable to the extent that
the right to purchase the Shares hereunder has accrued on the date
the Grantee becomes disabled, and is in effect as of such
determination date.
In the event of the death of the Grantee while an employee of the
Company or
