WORLD AIR HOLDINGS, INC.
AMENDED & RESTATED
1995 STOCK INCENTIVE PLAN
THIS AGREEMENT is made as of the
___ day of
, 200___ (the “Grant Date”) by and between World
Air Holdings, Inc., a Delaware corporation (the
“Company”), and
(“Optionee”).
A. Optionee has been granted an
Option under the World Air Holdings, Inc. Amended and Restated 1995
Stock Incentive Plan (the “Plan”) to purchase shares of
the Company’s common stock. Capitalized terms used herein and
not otherwise defined herein have the same meaning as the terms
used in the Plan.
B. The Option granted to
Optionee is not intended to be an incentive stock option under
Section 422 of the Internal Revenue Code.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option .
Subject to the terms and conditions set forth in this Agreement and
the Plan, the Company hereby grants to Optionee, as of the Grant
Date, a Nonqualified Stock Option (the “Option”) to
purchase up to
shares of the Company’s common stock, $0.001 par value (the
“Option Shares”) from time to time during the term of
the Option at an exercise price of $
per share (“Exercise Price”).
2. Option Term . The
Option will expire at the close of business on
(the “Expiration Date”), unless sooner terminated in
accordance with the provisions of this Agreement or the
Plan.
3. Option
Nontransferable . The Option is not transferable or assignable
by Optionee other than by will or by the laws of descent and
distribution; during the lifetime of Optionee, the Option shall be
exercisable only by Optionee.
4. Dates of Exercise .
So long as Optionee continues to serve as an employee of the
Company or any subsidiary, the Option shall be exercisable as to
the Option Shares within the specified term of the Option and
pursuant to the provisions of this Agreement. Option Shares shall
become exercisable in installments, as follows:
.
Notwithstanding the forgoing
provisions of this Section 4, in the event of (i) the
Optionee’s termination of employment with the Company and its
subsidiaries due to death or disability (as defined in Section 5(b)
below); or (ii) the occurrence of any Change of
Control following the Grant Date but prior to the Optionee’s
termination of employment with the Company and its subsidiaries (or
of a successor of the Company immediately following a transaction
of the type described in either Section 18(c)(i) or
Section 18(c)(ii)), any previously unvested Option Shares
shall become immediately vested.
5. Termination of
Employment .
(a) Should Optionee cease to be
employed by the Company and all subsidiaries in a position of equal
or greater responsibility, (other than by reason of death,
permanent disability or termination for Cause), the Option will,
solely to the extent that it is exercisable immediately prior to
such cessation of Optionee’s employment, remain exercisable
during the one-year period following the date of cessation of such
services; provided, however, in no event will the Option be
exercisable at any time after the Expiration Date.
(b) If Optionee incurs a
disability and Optionee ceases by reason thereof to be an employee
of the Company and all subsidiaries, the Option will, solely to the
extent that it is exercisable immediately prior to such cessation
of employee status, remain exercisable during the one-year period
following the date of such cessation of employee status; provided
however, in no event will the Option be exercisable at any time
after the Expiration Date. The term “disability” means
a physical or mental illness that will prevent Optionee from doing
substantial gainful work for at least twelve (12) months or is
likely to result in death. If Optionee became entitled to Social
Security benefits payable on account of disability, he will be
conclusively deemed to be disabled for purposes of this
Agreement.
(c) Should Optionee die while
still an employee of the Company or any subsidiary (or during the
one-year period referred to in Section 5(a)), the executors or
administrators of Optionee’s estate or Optionee’s heirs
or legatees (as the case may be) will have the right to exercise
the Option, solely to the extent that it is exercisable immediately
prior to Optionee’s death, during the one-year period
following the date of Optionee’s death; provided, however, in
no event will the Option be exercisable at any time after the
Expiration Date.
6. Privilege of Stock
Ownership . The holder of the Option will have none of the
rights of a shareholder with respect to the option Shares until
such individual has exercised the option and has been issued a
stock certificate for the Option Shares.
7. Manner of Exercising
Option . In order to exercise the Option with respect to all or
any part of the Option Shares for which the Option is at the time
exercisable, Optionee (or in the case of exercise after
Optionee’s death, Optionee’s executor, administrator,
heir or legatee, as the case may be) must take the following
actions.
(a) Provide
the Company written notice of such exercise in accordance with
Section 15 hereof, specifying the number of Option Shares with
respect to which the Option is being exercised;
(b) Pay
the aggregate exercise price for the purchased shares in one or
more of the following alternative forms: (i) full payment, in
cash or by check payable to the
2
Company’s order, in the amount of the exercise price for the
Option Shares being purchased; (ii) full payment in shares of
Common Stock (held for at least six months if acquired pursuant to
an option) and having a Fair Market Value on the day of exercise
(as determined under the terms of the Plan) equal to the exercise
price for the Option Shares being purchased; (iii) a
combination of such shares of Common Stock and cash or check
payable to the Company’s order, equal in the aggregate to the
exercise price for the Option Shares being purchased
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