BRADY
CORPORATION
DIRECTOR NONQUALIFIED STOCK OPTION
AGREEMENT
Option granted on
, ___, by Brady Corporation, a Wisconsin corporation (hereinafter
called the “Company”), to
(hereinafter called the “Director”) pursuant to the
terms of the Brady Corporation 2010 Nonqualified Stock Option Plan
for Non-Employee Directors. The Corporation’s records shall
be the official record of the Option grant described herein and, in
the event of any conflict between this description and
Corporation’s records, the Corporation’s records shall
control.
1.
Number of Shares Optioned; Option Price . The Company
grants to the Director the right and option to purchase, on the
terms and conditions hereof, all or any part of an aggregate of
(
) shares of the presently authorized Class A Common Stock of
the Company, $.01 par value, whether unissued or issued and
reacquired by the Company, at the price of
($___) per share (the “Option Price”).
2.
Conditions of Exercise of Options During Director’s
Lifetime; Vesting of Option . Except as provided
hereinafter in this paragraph and in paragraph 3, this Option may
not be exercised (a) unless Director is at the date of the
exercise a Director of the Company and (b) until Director shall
have been continuously a Director for a period of at least one year
from the date hereof. Thereafter, this Option shall be exercisable
for any amount of shares up to the maximum percentage of shares
covered by this Option (rounded up to the nearest whole share) as
follows (but in no event shall this Option be exercisable for any
shares after the expiration date provided in paragraph
7):
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Maximum Percentage
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Number of
Completed Years
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of Shares for Which
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After Date of
Grant of this Option
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Option is Exercisable
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Zero
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At least 1 but less than 2
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33-1/3
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%
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At least 2 but less than 3
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66-2/3
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%
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100
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%
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If Director shall
cease to be a Director of the Company for any reason (except death
or disability, or if the Director has been a member of the Board of
Directors for at least three years) after Director shall have been
continuously a Director for one year after the grant of this
Option, Director may, at any time within three months of such
termination, but in no event later than the date of expiration of
this Option, exercise this Option to the extent Director was
entitled to do so on the date of such termination. This Agreement
does not confer upon Director any right to continue as a Director
of the Company.
3.
Termination of Directorship, Etc . A. Notwithstanding
the provisions of paragraph 2 hereof, in the event of the
termination of the Directorship with the Company prior to three
years from date of grant, due to death or disability, this Option
shall become 100% vested and fully exercisable.
For purposes of
this Agreement, “Disability” means that the Director is
disabled as a result of sickness or injury, such that he is unable
satisfactorily to perform the Director’s duties as determined
by the Board of Directors, on the basis of medical evidence
satisfactory to it.
B. (i) If
the Directorship is terminated by the death of the Director, any
unexercised, unexpired Stock Options granted hereunder to the
Director shall be exercisable, in whole or in part, at any time
within one year after the date of death, by the Director’s
personal representative or by the person to whom the Stock Options
are transferred under the Director’s last will and testament
or the applicable laws of descent and distribution. (ii) If
the Directorship is terminated as a result of the disability of the
Director, any unexercised, unexpired Stock Options granted
hereunder to the Director shall be exercisable, in whole or in
part, at any time within one year after the date of disability.
(iii) If the Directorship is terminated after the Director has
been a member of the Board for at least three years, any
unexercised, unexpired Stock Options granted hereunder to the
Director shall continue to vest as provided in paragraph 2 and any
option that is or becomes vested may be exercised within the term
of such option.
C. In the
event of (a) the merger or consolidation of the Company with
or into another corporation or corporations in which the Company is
not the surviving corporation, (b) the adoption of any plan
for the dissolution of the Company, or (c) the sale or
exchange of all or substantially all the assets of the Company for
cash or for shares of stock or other securities of another
corporation, this Option shall become fully vested and exercisable
immediately prior to any such event in which the Company is not the
surviving corporation.
4.
Deferral of Exercise . Although the Company intends to
exert its best efforts so that the shares purchasable upon
t
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