Exhibit 10.6
SUPERIOR UNIFORM GROUP,
INC.
INCENTIVE STOCK OPTION
AGREEMENT WITH VESTING PROVISIONS
THIS INCENTIVE STOCK OPTION
AGREEMENT, dated the day of
200_ is granted by Superior Uniform Group, Inc. (the
“Company”) to
,
(the “Optionee”) pursuant to the Company’s 2003
Incentive Stock and Awards Plan (the
“Plan”).
WHEREAS, the Company believes it to
be in the best interests of the Company, its subsidiaries and its
shareholders for its officers and other key employees to obtain or
increase their stock ownership interest in the Company so that they
will have a greater incentive to work for and manage the
Company’s affairs in such a way that its shares may become
more valuable; and
WHEREAS, the Optionee is employed by
the Company or one of its subsidiaries as an officer or other key
employee and has been selected by the Committee to receive an
option;
NOW, THEREFORE, in consideration of
the premises and of the services to be performed by the Optionee,
the Company and the Optionee hereby agree as follows:
1. OPTION GRANT
Subject to the terms of this
Agreement and the Plan, the Company grants to the Optionee an
option to purchase a total of
shares of Common Stock of the Company at a price of
$
per share (100% of the Fair Market Value of the shares on the
date of grant) . This option is intended to qualify as an
“incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as
amended.
2. TIME OF EXERCISE
Subject to the termination
provisions of paragraphs 3 and 4, the Optionee may purchase
( )
of the option shares on or after
,
provided that the Optionee is an employee of the Company and its
subsidiaries on such date. If the Optionee terminates employment
from the Company and its subsidiaries, only those option shares for
which the right to purchase has accrued as of the date of such
termination may be purchased after such termination (subject to the
provisions of paragraphs 3 and 4). If the Optionee takes an unpaid
leave of absence, then the Committee may defer the dates on which
the Optionee may first purchase the option shares to take into
account such leave of absence.
3. TERMINATION OF OPTION
The Optionee may not exercise this
option after, and this option will terminate without notice to the
Optionee on, the earlier of:
a. Three (3) months after the
date of the termination of the Optionee’s employment from the
Company and its subsidiaries for any reason other than for Cause or
due to Disability or death, provided that the Optionee has been
employed by the Company for two years following the date of this
agreement;
b. On the date the Company or one of
its subsidiaries terminates the Optionee’s employment for
Cause;
c. Twelve (12) months after the
date of the termination of the Optionee’s employment from the
Company and its subsidiaries by reason of death or Disability,
provided that the Optionee has been employed by the Company for two
years following the date of this agreement; or
d. Five (5) years from the date
of this agreement.
For purposes of this paragraph 3,
termination shall occur at 11:59 P.M. (Eastern Time) on the
applicable date described above, except that if the Optionee is
terminated for Cause, termination shall occur immediately at the
time of such termination.
If the Optionee
terminates employment from the Company and its subsidiaries, before
the expiration of two years from the date of this agreement, the
Optionee may not exercise this option after, and this option will
terminate without notice to the Optionee immediately at the time of
such termination of the Optionee’s employment from the
Company and its subsidiaries. In addition, if the Optionee takes a
military, sick leave or other bona fide leave of absence from the
Company and its subsidiaries, the Optionee will be considered to
have terminated employment from the Company and its subsidiaries on
the later of (i) the 91 st day of such leave, or
(ii) the last day that the Optionee’s right to
reemployment following the end of such leave is guaranteed by law
or contract with the Company or a subsidiary.
4. TERMINATION FOR CAUSE
If the Company or one of its
subsidiaries terminates the Optionee’s employment for Cause,
then the Committee may determine that any exercises of this option
within the six (6) month period prior to such termination will
be deemed of no force and effect and the Committee may pursue any
remedy or proceeding available to compel the Optionee to return to
the Company any profits the Optionee realized (directly or
indirectly) from exercising this option during such
period.
5. EXERCISE PROCEDURES
a. The Optionee may exercise this
option in whole or in part only with respect to any shares for
which the right to exercise shall have accrued pursuant to
paragraph 2 and only so long as paragraph 3 does not prohibit such
exercise.
b. This option may be exercised by
delivering a written notice of option exercise to the
Company’s Corporate Secretary at Seminole, Florida,
accompanied by payment of the purchase price and such additional
amount (if any) determined by the Corporate Secretary as necessary
to satisfy the Company’s tax withholding obligations, and
such other documents or representations as the Company may
reasonably request to comply with securities, tax or other laws
then applicable to the exercise of the option. Delivery may be made
in person, by nationally-recognized delivery service that
guarantees overnight delivery, or by facsimile. A notice of option
exercise that is received by the Corporate Secretary after the date
of termination (as provided in paragraph 3) shall be null and
void.
c. The Optionee may pay the purchase
price in one or more of the following forms:
i. a check payable to the order of
the Company for the purchase price of the shares being purchased;
or
ii. delivery of shares of Common
Stock (including by attestation) that the Optionee has owned for at
least six (6) months and that have a Fair Market Value
(determined on the date of delivery) equal to the purchase price of
the shares being purchased; or
iii. delivery (including by
facsimile) to the Corporate Secretary of the Company at Seminole,
Florida, of an executed irrevocable option exercise form together
with irrevocable instructions, in a form acceptable to the Company,
to a broker-dealer to sell or margin a sufficient portion of the
shares of Common Stock issuable upon exercise of this option and
deliver the sale or margin loan proceeds directly to the Company to
pay for the exercise price.
d. The Optionee may satisfy any tax
withholding obligation of the Company arising from the exercise of
this option, in whole or in part, by paying such tax obligation in
cash or by check ma
