Exhibit 10.2
NATIONAL DENTEX CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION
AGREEMENT dated as of
by and between, NATIONAL DENTEX CORPORATION , a
Massachusetts corporation (the “ Company ”), and
, an employee of the Company (“ Employee
”).
WHEREAS , the Company desires
to provide Employee with an incentive to promote the business of
the Company and its subsidiaries and to encourage Employee to
continue his employment; and
WHEREAS , to effectuate that
desire the Company has determined to grant Employee an option to
purchase shares of the Company’s common stock under and
pursuant to the terms and provisions of the Company’s Amended
and Restated 2001 Stock Plan (the “ Plan
”).
NOW, THEREFORE , the Company
and Employee agree as follows:
1.
Grant of Option .
The Company hereby grants to Employee
the option to purchase
shares of the Company’s Common Stock, $.01
par value, at a price per share equal to $
, in the manner and subject to the conditions hereinafter provided.
This option is not intended to qualify as an “incentive stock
option” under the Internal Revenue Code of 1986, as amended.
This option is granted pursuant to and subject to all of the terms
and conditions of the Plan and, unless the context otherwise
requires, terms used herein shall have the same meaning as in the
Plan. Determinations made in connection with this option shall be
governed by the Plan, and in the event of any inconsistency or
conflict between this Agreement and the Plan, the terms of the Plan
shall govern. In particular, without affecting the generality of
the foregoing, it is understood that employment by the Company
includes employment by a Related Corporation as defined in the
Plan.
2.
Time of Exercise.
Employee may exercise this option
from
to and including
, the end of ten years from the date this Option is granted.
Employee may exercise this option as to the following number of
shares on or after the following dates:
shares on or after
,
an
additional
shares on or after
, and
an
additional
shares on or after
; provided, however, that in the event of a Change of Control, as
defined in the Plan, this option shall thereupon become fully
exercisable and vested.
1
3.
Method of Exercise.
Each exercise of this option shall be
effected by giving written notice, in a form similar to
Exhibit A provided herein, of intent to exercise
this option, specifying the number of shares of stock as to which
the option is being exercised, and accompanied by full payment of
the option price for the number of shares then being acquired. The
optionee shall make full payment of the exercise price of the
option shares being purchased either (a) in United Stated
dollars in cash or check, (b) at the discretion of the
Committee, through delivery or withholding of shares of Common
Stock, which have already been owned by you for more than six
months, having a fair market value equal as of the date of the
exercise to the cash exercise price of the option, (c) at the
discretion of the Committee and consistent with applicable law,
through the delivery to the Company of a portion of the proceeds
from the sale of the Common Stock acquired upon exercise of the
option equal to the cash exercise price of the option, along with
an authorization to the broker or selling agent to pay that amount
to the Company, which sale shall be at the Employee’s
discretion at the time of exercise, or (d) at the discretion
of the Committee, by any combination of (a), (b) and
(c) above. The determination of fair market value shall be
made by the Committee, whose determination in this regard shall be
final and binding on the Company and on Employee. The optionee
shall not have the rights of a shareholder with respect to the
shares covered by such option until the date of issuance of a stock
certificate of such holder for such shares. Except as expressly
provided in paragraph 14 of the Plan with respect to changes in
capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the
date such stock certificate is issued.
Receipt by the Company of such notice
and payment shall constitute exercise of this option or a part
hereof. The Company shall promptly deliver or cause to be delivered
to Employee a certificate or certificates for the number of shares
of the Company’s Common Stock being acquired pursuant to such
exercise. Such shares shall be fully paid and nonassessable.
Notwithstanding the foregoing, the Company shall not be required to
issue such shares unless a registration statement under the
Securities Act of 1933, as amended (the “ Securities
Act ”) is in effect with respect to such shares or the
Company has received evidence satisfactory to the Company that
Employee may acquire such shares pursuant to an exemption from
registration under the Securities Act. In addition, as to any
jurisdiction (other than the United States) that expressly imposes
the requirement that this option shall not be exercisable unless
and until the shares of stock covered by this option are registered
or are subject to an available exemption from registration, the
exercise of this option shall, notwithstanding anything to the
contrary contained herein, be deemed conditioned upon the
effectiveness of such registration or the availability of such an
exemption. Any determination in that regard by the Company shall be
final and conclusive. The Company shall not be obligated to take
any affirmative action in order to cause the exercise of this
option or the issuance of shares of stock pursuant hereto to comply
with any law or regulation of any governmental authority.
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Termination of Employment. |
This option shall, to the extent not
previously exercised, expire immediately upon the termination
(voluntary or involuntary) of Employee’s employment with the
Company or with a Related Corporation; except that:
(a) If Employee is on military,
sick leave or other bona fide leave of absence (such as
temporary employment by the federal government), Employee’s
employment relationship will be treated as continuing intact if the
period of such leave does not exceed 90 days, or, if longer,
so long as Employee’s right to reemployment is guaranteed
either by statute; otherwise, Employee’s employment will be
deemed to have terminated on the 91
