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Exhibit 10.2
KEWAUNEE SCIENTIFIC CORPORATION
FORM OF STOCK OPTION CERTIFICATE
2008 KEY EMPLOYEE STOCK OPTION PLAN
This is to certify that on this
day of
, 20 , KEWAUNEE SCIENTIFIC
CORPORATION, a Delaware corporation (the "Company"), pursuant to
the Kewaunee Scientific Corporation 2008 Key Employee Stock Option
Plan (the "Plan"), and pursuant to resolution of its Board of
Directors (collectively, the "Board"), hereby grants to
("Optionee"), a key employee of the Company, an option to purchase
(
) shares of the common stock, par value $2.50 per share, of the
Company, upon the terms and conditions set forth below. This option
is a non-qualified option and is not intended to be an incentive
stock option as defined in the Internal Revenue Code.
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1.
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The purchase price, payable upon
exercise of the option shall be $
per share, subject to adjustment as provided in paragraph 5
below.
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2.
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The exercise of the option shall be
subject to the following conditions:
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(a)
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The option shall be exercisable in
the following increments and during the following
periods:
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If in any year the Optionee does not purchase the
full number of shares which the Optionee is then entitled to
purchase, the balance of those shares (or any portion of them) may
be purchased at any subsequent time before the expiration of the
option, subject to the provisions hereof.
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(b)
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The option may be exercised by
giving written notice to the Company, attention of the Secretary,
specifying the number of shares to be purchased. The purchase price
for the shares acquired pursuant to the exercise of the option
shall be paid, to the extent permitted by applicable law and as
determined by the Board of Directors in its sole discretion, by any
combination of the methods of payment set forth below. [The Board
of Directors shall have the authority to grant options that do not
permit all of the following methods of payment (or otherwise
restrict the ability to use certain methods) and to grant options
that require the consent of the Company to utilize a particular
method of payment.] The methods of payment permitted by this
Paragraph 2(b) are:
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(i)
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by cash, check, bank draft or money
order payable to the Company;
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(ii)
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pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board
that, prior to the issuance of the stock subject to the option,
results in either the receipt of cash (or check) by the Company or
the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds;
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(iii)
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by delivery to the Company (either
by actual delivery or attestation) of shares of common stock of the
Company;
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(iv)
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by a "net exercise" arrangement
pursuant to which the Company will reduce the number of shares of
common stock issued upon exercise by the largest whole number of
shares with a fair market value that does not exceed the aggregate
exercise price; provided, however, that the Company shall
accept a cash or other payment from the optionee to the extent of
any remaining balance of the aggregate exercise price not satisfied
by such reduction in the number of whole shares to be issued;
provided, further, that shares of common stock will no
longer be outstanding subject to an option, which will not be
exercisable thereafter, to the extent that (A) shares are used
to pay the exercise price pursuant to the "net exercise,"
(B) shares are delivered to the optionee as a result of such
exercise, and (C) shares are withheld to satisfy tax
withholding obligations; or
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(v)
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in any other form of legal
consideration that may be acceptable to the Board of
Directors.
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For this purpose, the per share value of the
Company’s common stock shall be its fair market value at the
close of business on the date preceding the date of exercise. The
Optionee shall pay the Company at the time of exercise an amount
equal to any tax that the Company is required to withhold from the
Optionee upon exercise (less any amount withheld from the
Optionee’s regular compensation in connection with such
exercise).
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(c)
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At the time of any exercise of any
option, the Company may, if it shall determine it necessary or
desirable for any reason, require the Optionee (or the
Optionee’s heirs, legatees, or legal representatives, as the
case may be) as a condition upon the exercise thereof, to deliver
to the Company a written representation of present intention to
purchase the shares for investment and not for distribution. In the
event such representation is required to be delivered, an
appropriate legend may be placed upon each certificate delivered to
the Optionee upon exercise of part or all of the option and a stop
transfer order may be placed with the transfer agent. Each option
shall also be subject to the requirement that, if at any time the
Company determines, in it
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