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Exhibit
10.4
RADYNE
CORPORATION
INCENTIVE STOCK OPTION
AGREEMENT
This Incentive Stock Option
Agreement (“ Agreement ”) is between Radyne
Corporation (“ Company ”) and
(the “ Optionee ”), and is effective as of the
day of
, 2007 (“ Date of Grant ”).
RECITALS
A. The Company has adopted
the Radyne Corporation 2007 Stock Incentive Plan (“
Plan ”) to provide incentives to attract and retain
those individuals whose services are considered unusually valuable
by providing them an opportunity to own stock in the
Company.
B. The Company believes that
entering into this Agreement with the Optionee is consistent with
those purposes. Any capitalized term not defined in this Agreement
will have the meaning as set forth in the Plan.
NOW, THEREFORE, the Company
and Optionee agree as follows:
AGREEMENT
1. GRANT OF
OPTION . Subject to the terms of this Agreement and Article
7 of the Plan, the Company grants to the Optionee the right and
option to purchase from the Company for cash all or any part of an
aggregate of
shares of
Common Stock (“ Option ”) of the Company
(“ Stock ”). The delivery of any document
evidencing the Option is subject to the provisions of
Section 7.1(e) of the Plan. The Option granted under this
Agreement is intended to be an “incentive stock
option” (“ ISO ”) under Section 422
of the Internal Revenue Code of 1986, as amended (the “
Code ”).
2. PURCHASE
PRICE . The purchase price under this Agreement is $
per share of Stock, as determined by the Committee, which shall not
be less than the Fair Market Value of a share of Stock on the Date
of Grant.
3. VESTING OF
OPTION . The Option shall vest and be exercisable according
to the following schedule:
[insert vesting
schedule]
4. EXERCISE OF
OPTION . This Option may be exercised, to the extent vested
(under 3 above), in whole or in part at anytime before the Option
expires by delivery of a written notice of exercise (under 5 below)
and payment of the purchase price. The purchase price may be paid
in cash or such other method permitted by the Committee under
Section 7.1(d) of the Plan and communicated to the Optionee
before the date the Optionee exercises the Option.
5. METHOD OF EXERCISING
OPTION . Subject to the terms of this Agreement, the Option
may be exercised by timely delivery to the Company of written
notice, which notice shall be effective on the date received by the
Company. The notice shall state the Optionee’s election to
exercise the Option and the number of underlying shares in respect
of which an election to exercise has been made. Such notice shall
be signed by the Optionee, or if the Option is exercised by a
person or persons other than the Optionee because of the
Optionee’s death, such notice must be signed by such other
person or persons and shall be accompanied by proof acceptable to
the Company of the legal right of such person or persons to
exercise the Option.
6. TERM OF
OPTION . The Option granted under this Agreement expires,
unless sooner terminated, ten (10) years from the Date of
Grant, through and including the normal close of business of the
Company on the tenth (10 th ) anniversary of
the Date of Grant (“ Expiration Date
”).
7. TERMINATION OF
EMPLOYMENT OR SERVICE .
a. If the Optionee’s
employment with, or service to, the Company terminates for any
reason other than death or Disability, the Optionee may at any time
within the 90-day period after the date of his or her termination
of employment or service exercise the Option to the extent that the
Optionee was entitled to exercise the Option at the date of
termination, provided that in no event shall the Option be
exercisable after the Expiration Date. For purposes of this
Agreement, the Optionee’s service will be deemed to continue
if the Optionee ceases to provide services as an employee of the
Company or any subsidiary, but continues to provide services
immediately after his or her termination of employment as a
non-employee director, consu
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