Exhibit
10.21
THIS DOCUMENT CONSTITUTES
PART OF A PROSPECTUS COVERING SECURITIES
REGISTERED UNDER THE
SECURITIES ACT OF 1933.
AIR T, INC.
EMPLOYEE STOCK OPTION AGREEMENT
(2005 EQUITY INCENTIVE
PLAN)
THIS AGREEMENT , made effective as of the _____ day of
________, 20__ (the “Grant Date”), by and between Air
T, Inc. (the “Corporation”), and ___________________
(the “Holder”).
WHEREAS, the Corporation has adopted the Air T,
Inc. 2005 Equity Incentive Plan (the “Plan”) in order
to provide additional incentives to certain employees and directors
and consultants of the Corporation and its Subsidiaries;
and
WHEREAS, Section 2.1 of the Plan provides for
the award of options to Employees of the Corporation and its
Subsidiaries; and
WHEREAS, the Holder has been awarded options
under the Plan to be evidenced by this Agreement;
NOW, THEREFORE, the parties hereto agree as
follows:
1.
Grant of Option
. Pursuant to Section 2.1 of the
Plan, the Corporation hereby grants to the Holder an option (the
“Option”) to purchase all or any part of an aggregate
of ____ shares of Common Stock (the “Shares”), subject
to, and in accordance with, the terms and conditions set forth in
this Agreement and the Plan. The Option and this Agreement are
subject to all of the terms and conditions of the Plan, which terms
and conditions are hereby incorporated by reference, and, except as
otherwise expressly set forth herein, the capitalized terms used in
this Agreement shall have the same definitions as set forth in the
Plan.
2.
Status of Option
. The Option [select
one]:
is intended to qualify as
Incentive Stock Options under Section 422 of the
Code;
is
not intended
to qualify as Incentive Stock Options under
Section 422 of the Code.
3.
Exercise Price
. The price at which the Holder
shall be entitled to purchase Shares upon the exercise of the
Option shall be $ __.__ per share.
4.
Duration of Option
. Subject to the terms of the Plan,
the Option shall remain exercisable for [select one]:
ten years after
the Grant Date;
other (specify;
may be no later than ten years after the Grant Date):
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5.
Vesting and
Exercisability of Option . Subject to the terms of the Plan, the Option
shall vest and be exercisable [select one]
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one-third (1/3)
of the shares of Common Stock covered by the Option beginning on
the first anniversary of the Grant Date,
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an additional
one-third (1/3) of the shares of Common Stock covered by the Option
beginning on the second anniversary of the date of the Grant Date,
and
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the remaining
one-third (1/3) of the shares of Common Stock covered by the Option
beginning on the third anniversary of the Grant Date.
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6.
Acceleration of Vesting upon
Change of Control .
(select one)
In the event of
a Change of Control, the Option shall become fully exercisable and
vested to the
