ALAMO GROUP INC.
STOCK OPTION AWARD AGREEMENT
This Stock Option Award Agreement (the “Agreement”) is
made between Alamo Group Inc., a Delaware corporation (the
“Company”), and __________________________ (the
“Optionee”), pursuant to the Company’s 2005
Incentive Stock Option Plan (the “Plan”), incorporated
by reference herein. All capitalized terms used but not
defined herein shall have the meaning assigned to them in the
Plan. To the extent there are any inconsistencies between the
terms of this option and the Plan; the terms of the Plan shall
control. The Company and the Optionee agree as
follows:
1. The Company
hereby grants to the Optionee and the Optionee accepts on the terms
and conditions of this Agreement the right and the option to
purchase all or any part of shares of Common Stock (the
“Option”) described as:
|
Number of Shares of Common Stock
|
____________
|
|
Grant Price per Share
|
$___________
|
|
Grant Date
|
_______, 20__
|
2. The Option
granted herein shall be exercisable according to the following
schedule: twenty percent (20%) of the shares of Stock shall
vest on the first anniversary of the Grant Date and an additional
twenty percent (20%) of the shares of Stock shall vest on each
succeeding anniversary date of the Grant Date until all shares of
Stock are vested.
3. The unexercised
portion of any Option shall automatically and without notice
terminate and become null and void at the time the earliest of the
following occurs:
(a) The expiration of ten (10)
years from the Grant Date; provided, however, that any Option
granted to an individual owning, at the time the Option is granted,
more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company and any of its subsidiaries,
shall expire five (5) years from the Grant Date;
(b) The expiration of thirty
(30) days from the date of termination of the Optionee’s
employment with the Company or any Affiliate either voluntarily by
the Optionee or by the Company without cause; provided that if the
Optionee shall die during such thirty (30) day period, the
provisions of subparagraph (c) below shall apply;
(c) The expiration of six
(6) months following the issuance of letters testamentary or
letters of administration to the executor or administrator of a
deceased Optionee, if the Optionee’s death occurs either
during his or her employment with the Company or during the thirty
(30) day period following the date of termination of such
employment pursuant to subparagraph (b) above, but not later than
one year after the Optionee's death; or
(d) The termination of the
Optionee’s employment with the Company for cause. The
term “cause” shall be defined as including, but shall
not be limited to, the following: (a) the Optionee’s
commission of an act of fraud, misappropriation, embezzlement or
the like; or (b) in the event the Optionee is indicted for, pleads
guilty or no contest to, or is convicted of a felony.
4.
(a) The Optionee (or
Optionee’s executors or administrators) may exercise the
Optionee’s Options as to an
