CTS Corporation
Form 10-K 2005
EXHIBIT (10)(ee)
CTS CORPORATION 2001 STOCK OPTION
PLAN:
EMPLOYEE STOCK OPTION AGREEMENT,
AS AMENDED
THIS EMPLOYEE STOCK OPTION AGREEMENT (hereafter,
“Agreement”) made this 1st day of October, 2001,
(herein-after, "Option Date") by and between CTS Corporation, an
Indiana corporation (hereinafter, "CTS"), and Donald K. Schwanz, an
employee of CTS or a subsidiary or division of CTS (hereinafter,
"Employee").
WHEREAS, CTS desires to create an additional
incentive for the Employee to continue his or her services with CTS
and to stimulate his or her interest in the growth and
profitability of CTS, and
WHEREAS, CTS desires to increase the Employee's
personal participation in the success of CTS through the
acquisition of an equity interest in CTS;
W I T N E S S E T H
CTS hereby grants to the Employee the right and
option to purchase all or any part of an aggregate of 100,000
shares of CTS Common Stock, without par value, on the terms and
conditions set forth below (hereinafter the
྿Option࿀).
Section 2:
Purchase Price
The purchase price per share for CTS Common
Stock subject to this Option shall be $14.02, the reported closing
price per share on the New York Stock Exchange on the date this
Option is granted.
Section 3:
Option Exercise Period
Except as
provided in Section 6, this Option is not exercisable until one
year after the Option Date. This Option is exercisable in
installments as follows; on October 1, 2005, 33,333 shares
(“Installment 1”); on December 31, 2005, 33,333 shares
(“Installment 2”), on December 31, 2005, 33,334 shares
(“Installment 3”). In the event that Employee exercises
Installment 2 prior to October 1, 2006 or Installment 3 prior to
October 1, 2007, unless an installment would have otherwise become
exercisable pursuant to the occurrence of an event described in
Section 6, Employee agrees that he shall not sell, contract to
sell, grant any option to purchase, transfer the economic risk of
ownership in, make any short sale of, pledge or otherwise transfer
or dispose of any shares obtained upon exercise, until the shares
have been released from the foregoing Resale Restrictions
(hereinafter referred to as the “Resale Restrictions”).
Shares obtained upon the exercise of Installment 2 shall be
released from the Resale Restrictions on October 1, 2006 and shares
obtained upon the exercise of Installment 3 shall be released on
October 1, 2007. The Employee understands and agrees that CTS may
cause the legend set forth below or a legend substantially
equivalent thereto, to be placed upon any certificate(s) evidencing
ownership of shares that are subject to Resale
Restrictions:
THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFER AS SET FORTH IN THE OPTION AGREEMENT BETWEEN THE ISSUER
AND THE HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT
THE PRINCIPAL OFFICE OF THE ISSUER.
This Option and
all rights hereunder shall expire on September 30, 2011.
Payment for this Option must be made at the time
of exercise and may be made in cash or in previously acquired CTS
Common Stock, which has been held for at least six months, or a
combination thereof. If payment is made in whole or part by
previously acquired CTS Common Stock, then the value per share of
such stock is the reported closing price per share of CTS Common
Stock on the New York Stock Exchange on the date the Option is
exercised or, if not reported on such date, the next preceding date
for which such a closing price is reported. Payment may be made by
surrender of shares or by attestation by submission of the
prescribed Attestation Form. Subsequent to the use of previously
owned shares of CTS Common Stock as consideration for the exercise
of all or a part of this Option, the shares so utilized may not be
used again in payment for the exercise of this Option or any other
option for CTS stock for a period of one year.
Section 5:
Nontransferability of Option
This Option may not be assigned or transferred
by the Employee other than by will or by the laws of descent and
distribu-tion, and is exercisable, during the Employee's lifetime,
only by him or her. Any attempt by the Employee to assign or
transfer this Option will be null, void and without
effect.
Section 6:
Separation from Employment or Change of Control
In the event of
the termination of employment of the Employee with CTS due to
Employee’s qualified retirement (as used herein, a qualified
retirement means that Employee’s date of termination occurs
after completing at least five years of service and attaining age
62), he may exercise the Option only to the extent permitted by the
Option terms on the date of retirement, any time before the Option
expires. All shares subject to this Option which are not
exercisable as of the Employee’s date of termination will be
canceled.
In the event of the termination of employment of
the Employee with CTS for any reason other than qualified
retirement, he may exercise the Option only to the extent permitted
by the Option terms on the date of termination, and only within the
three month period immediately following Employee’s date of
termination. All shares subject to this Opti