Exhibit 10.2
NEENAH ENTERPRISES, INC. MANAGEMENT EQUITY INCENTIVE
PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
This Agreement (the
“Agreement”) is made as of
,
(the “Grant Date”) by and between Neenah Enterprises,
Inc., a Delaware corporation (the “Company”), and
(the “Optionee”).
I
GRANT OF OPTION
1.01 Grant of Option . The
Company grants to the Optionee the option to purchase any part or
all of an aggregate of
shares of Common Stock (the “Option”). This Option is
granted pursuant to the terms of the Neenah Enterprises, Inc.
Management Equity Incentive Plan (the “Plan”) and this
Agreement. Capitalized terms used in this Agreement and not defined
herein shall have the meaning given to such terms in the
Plan.
1.02 Option Price . The
purchase price of the shares of Common Stock covered by the Option
shall be $
per share.
II
VESTING SCHEDULE
2.01 General . Subject to the
terms and conditions set forth in this Agreement, including the
accelerated vesting provisions set forth in Sections 2.02 and
2.03 below, this Option will become vested as set forth in the
following table:
| |
|
|
|
|
| Number of Completed |
|
Cumulative Percentage |
| Years of Service |
|
of Optioned Shares |
|
from Grant Date |
|
Becoming Vested |
|
Less than 1
Year
|
|
|
0 |
% |
|
At least 1 but
less than 2
|
|
|
33-1/3 |
% |
|
At least 2 but
less than 3
|
|
|
66-2/3 |
% |
|
At least
3 years
|
|
|
100 |
% |
2.02 Accelerated Vesting Due to
Death, Disability or Retirement. In the event the Optionee
terminates employment due to death, Disability or Retirement prior
to becoming 100% vested in the Option, the Optionee shall be
credited with pro rata monthly vesting for each complete month of
employment since the most recent anniversary of the Grant Date. For
example, if the Optionee terminates employment due to Disability
two years and six months after the Grant Date, the Optionee shall
be 83-1/3% vested in the Option.
2.03 Accelerated Vesting in
Connection with Change of Control. In the event of a Change of
Control, the following accelerated vesting rules shall apply:
(a) If
the Option is not continued, assumed, converted or replaced, the
Option shall be immediately vested in full.
(b) If
the Option is continued, assumed, converted or replaced, vesting
will not be accelerated unless, within 24 months following the
Change of Control, the Optionee is terminated by the Company
without Cause or the Optionee terminates employment for Good
Reason. If the Optionee is terminated by the Company without Cause
or the Optionee terminates employment for Good Reason within
24 months following the Change of Control, the Option shall be
immediately vested in full.
2.04 Definitions . For
purposes of this Agreement, the following terms shall have the
meanings set forth below.
(a)
“ Cause ” shall have the meaning ascribed to it
in any employment agreement in effect between the Company or any of
its Subsidiaries and the Optionee as of the date of the
Optionee’s termination of employment and, in the absence of
any such employment agreement, “Cause” means the
occurrence of one or more of the following events: (i) the
Optionee’s willful and material breach of, or gross
negligence or malfeasance in the performance of, the
Optionee’s duties with the Company; (ii) any material
insubordination by the Optionee with respect to carrying out the
reasonable instructions of the Board; (iii) the conviction
for, or the entering of a guilty plea or plea of nolo contendere
with respect to, a felony, the equivalent thereof or other crime
with respect to which imprisonment of more than one year is a
possible punishment or that is expected to result in significant
economic or reputational injury to the Company (such determination
to be made by the Board in its reasonable judgment); (iv) the
Optionee’s breach of a fiduciary obligation to the Company
Group or breach of any confidentiality or non-competition
obligation to the Company Group; (v) any act of moral
turpitude or willful misconduct by the Optionee that (1) is
intended to result in personal enrichment of the Optionee or any
related person at the expense of the Company Group or (2) is
reasonably expected to result in significant economic or
reputational injury to the Company (such determination to be made
by the Board in its reasonable judgment); provided, however, that
the Optionee shall have 21 days (or such longer period as is
reasonable under the circumstances) after written notice by the
Company of any such event constituting “Cause”
hereunder in which to cure any failure or default under subsections
(i) and (ii) that is curable.
(b)
“ Chang
