Exhibit 10.2
FORM OF
ARCTIC CAT INC.
EXECUTIVE OFFICER
INCENTIVE
STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT is made as of
the
day of
, 200 (the “Option
Date’), between ARCTIC CAT INC., a Minnesota corporation (the
“Company”), and
, an employee of the Company or one or more of its subsidiaries
(the “Optionee”).
WHEREAS, the Company desires, by
affording the Optionee an opportunity to purchase shares of its
Common Stock, $.01 par value (the “Common Stock”), as
hereinafter provided, to carry out the purpose of the 2007 Omnibus
Stock and Incentive Plan (the “2007 Stock Plan”) of the
Company approved by its shareholders;
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth and for other good and
valuable consideration, the parties hereto have agreed, and do
hereby agree, as follows:
1.
Grant of Option
. The Company hereby grants to
the Optionee the right and Option (hereinafter called the
“Option”) to purchase from the Company all or any part
of an aggregate amount of
shares of the Common Stock of the Company on the terms and
conditions herein set forth. It is intended that the Option
shall constitute an incentive stock option, as defined in Section
422A of the Internal Revenue Code of 1986, as amended (an
“ISO”).
2.
Purchase Price
. The purchase price of the
shares of the Common Stock covered by this Option shall be $
per share.
3.
Term of Option
. The term of the Option shall
be for a period of ten (10) years from the Option Date, subject to
earlier termination as hereinafter provided. In no event
shall the Option be exercisable after the expiration of the term of
the Option.
4.
Exercise of Option
. During the first year the
Option is outstanding it may not be exercised with respect to any
of the shares covered thereby. Subject to the provisions of
paragraphs 6 and 7 hereof, the Option may thereafter be exercised
during the term specified in paragraph 3 as follows:
(a)
from and after 12 months from the
Option Date, the Option may be exercised as to
shares.
(b)
from and after 24 months from the
Option Date, the Option may be exercised as to an additional
shares;
1
(c)
from and after 36 months from the
Option Dale, the Option may be exercised as to an additional
shares.
5.
Non-Transferability
. The Option shall not be
transferable otherwise than by will or the laws of descent and
distribution, and the Option may be exercised, during the lifetime
of the Optionee, only by the Optionee. More particularly (but
without limiting the generality of the foregoing), the Option may
not be assigned, transferred (except as provided above), pledged,
or hypothecated in any way; shall not be assignable by operation of
law; and shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge,
hypothecation, or other disposition of the Option contrary to the
provisions hereof, and the levy of any execution, attachment, or
similar process upon the Option, shall be null and void and without
effect.
6.
Termination of
Employment . In the
event the employment of the Optionee shall be terminated for any
reason whatsoever, the Option may be exercised by the Optionee at
any time (i) until the date twelve (12) months after the date the
Option becomes fully vested or the date of Retirement, whichever is
later, if such termination was by reason of Retirement (as defined
in the 2007 Stock Plan), (ii) within one (1) month after such
termination if such termination was for any reason other than
Retirement, Cause (as defined in the 2007 Stock Plan) or as
provided in paragraph 7 hereof, and (iii) no later than the date of
termination if such termination was for Cause (as defined in the
2007 Stock Plan), but in no event may the Option be exercised later
than the expiration of the term specified in paragraph 3.
Unless otherwise determined by the Committee in writing after the
Option Date, (A) upon termination by reason of Retirement, all
outstanding Options then held by the Optionee that have not vested
will continue to vest in accordance with their terms and (B) upon
termination for any reason other than Retirement, all Options held
by the Optionee shall be exercisable only to the extent the
Optionee shall have been entitled to do so at the date of his or
her termination of employment. So long as the Optionee shall
continue to be an employee of the Company or one or more of its
subsidiaries, the Option shall not be affected by any change of
duties or position. Nothing in this Option Agreement shall
confer upon the Optionee any right to continue in the employ of the
Company or of any of its subsidiaries or interfere in any way with
the right of the Company or any such subsidiary to terminate the
employment of the Optionee at any time.
7.
Death or Permanent
Disabi
