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FORM OF
STOCK OPTION AGREEMENT
Option Grant Issued (#) ____
2006 Stock Incentive Plan
Notice Of Stock Option Grant
You
have been granted the following option to purchase Common
Stock of Ironclad Performance Wear Corporation (the
“
Company ”):
Name
of Optionee:
Total
Number of Shares Granted:
Type
of Option (ISO/Non-Qualified Stock Option):
Exercise
Price Per Share:
Date
of Grant:
Vesting
Commencement Date:
Vesting
Schedule:
Expiration
Date:
By
your signature and the signature of the Company’s
representative below, you and the Company agree that this
option is granted under and governed by the terms and
conditions of the 2006 Stock Incentive Plan and the Stock
Option Agreement, both of which are attached to and made a
part of this document. Optionee hereby represents that both
the option and any shares acquired upon exercise of the option
have been or will be acquired for investment for his own
account and not with a view to or for sale in connection with
any distribution or resale of the security.
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OPTIONEE:
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COMPANY:
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By:________________________________
Name:_____________________________
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By:___________________________________
Its:____________________________________
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ANNEX
I
2006
Stock Incentive Plan:
Stock Option Agreement
SECTION 1
: GRANT OF OPTION
1.1
Option .
On the terms and conditions set forth in the notice of stock option
grant to which this agreement (the “
Agreement ”)
is attached (the “
Notice of Stock Option Grant ”)
and this Agreement, the Company grants to the individual named in
the Notice of Stock Option Grant (the “
Optionee ”)
the option to purchase at the exercise price specified in the
Notice of Stock Option Grant (the “
Exercise Price ”)
the number of shares of Stock (the “
Shares ”)
set forth in the Notice of Stock Option Grant. This option is
intended to be either an ISO or a Non-Qualified Stock Option, as
provided in the Notice of Stock Option Grant.
1.2
Stock Plan and Defined Terms .
This option is granted pursuant to and subject to the terms of the
2006 Stock Incentive Plan, as in effect on the date specified in
the Notice of Stock Option Grant (which date shall be the later of
(i) the date on which the Board resolved to grant this option or
(ii) the first day of the Optionee’s Service) and as amended
from time to time (the “
Plan ”),
a copy of which is attached hereto and which the Optionee
acknowledges having received. Capitalized terms not otherwise
defined in this Agreement have the definitions ascribed to them in
the Plan.
SECTION 2
: RIGHT TO EXERCISE
2.1
Exercisability .
Subject to
Sections 2.2 and
2.3 below
and the other conditions set forth in this Agreement, all or part
of this option may be exercised prior to its expiration at the time
or times set forth in the Notice of Stock Option Grant,
notwithstanding the vesting provisions identified
therein.
2.2
$100,000 Limitation .
The aggregate fair market value (determined at the time the option
is granted) of the Shares with respect to which ISOs are
exercisable for the first time during any calendar year (under all
ISO plans of the Company and its Subsidiaries) shall not exceed
$100,000. If this option is designated as an ISO in the Notice of
Stock Option Grant, then to the extent (and only to the extent) the
Optionee’s right to exercise this option causes this option
(in whole or in part) to not be treated as an ISO by reason of the
$100,000 annual limitation under Section 422(d) of the Code, such
options shall be treated as Non-Qualified Stock Options, but shall
be exercisable by their terms. The determination of options to be
treated as Non-Qualified Stock Options shall be made by taking
options into account in the order in which they are granted. If the
terms of this option cause the $100,000 annual limitation under
Section 422(d) of the Code to be exceeded, a pro rata portion
of each exercise shall be treated as the exercise of a
Non-Qualified Stock Option.
2.3
Stockholder Approval .
Any other provision of this Agreement notwithstanding, no portion
of this option shall be exercisable at any time prior to the
approval of the Plan by the Company’s
stockholders.
SECTION 3
: NO TRANSFER OR ASSIGNMENT OF OPTION
Except
as provided herein, an Optionee may not assign, sell or
transfer the option, in whole or in part, other than by will
or by operation of the laws of descent and distribution. The
Administrator, in its sole discretion may permit the transfer
of a Non-Qualified Option (but not an ISO) as follows: (i) by
gift to a member of the Participant’s “immediate
family” (as such term is defined in the Plan) or (ii) by
transfer by instrument to a trust providing that the Option is
to be passed to beneficiaries upon death of the trustor
(either or both (i) or (ii) referred to as a “
Permitted Transferee ”).
A transfer permitted under this
Section 3 hereof
may be made only upon written notice to and approval thereof by
Administrator. A Permitted Transferee may not further assign, sell
or transfer the transferred option, in whole or in part, other than
by will or by operation of the laws of descent and distribution. A
Permitted Transferee shall agree in writing to be bound by the
provisions of this Plan.
SECTION 4
: EXERCISE PROCEDURES
4.1
Notice of Exercise .
The Optionee or the Optionee’s representative may exercise
this option by delivering a written notice in the form of
Exhibit A attached
hereto (“
Notice of Exercise ”)
to the Company in the manner specified pursuant to
Section 10.4 hereof.
Such Notice of Exercise shall specify the election to exercise this
option, the number of Shares for which it is being exercised and
the form of payment, which must comply with
Section 5 .
The Notice of Exercise shall be signed by the person who is
entitled to exercise this option. In the event that this option is
to be exercised by the Optionee’s representative, the notice
shall be accompanied by proof (satisfactory to the Company) of the
representative’s right to exercise this option.
4.2
Issuance of Shares .
After receiving a proper Notice of Exercise, the Company shall
cause to be issued a certificate or certificates for the Shares as
to which this option has been exercised, registered in the name of
the person exercising this option (or in the names of such person
and his or her spouse as community property or as joint tenants
with right of survivorship).
4.3
Withholding Taxes .
In the event that the Company determines that it is required to
withhold any tax as a result of the exercise of this option, the
Optionee, as a condition to the exercise of this option, shall make
arrangements satisfactory to the Company to enable it to satisfy
all withholding requirements. The Optionee shall also make
arrangements satisfactory to the Company to enable it to satisfy
any withholding requirements that may arise in connection with the
vesting or disposition of Shares purchased by exercising this
option.
SECTION 5
: PAYMENT FOR STOCK
5.1
General Rule .
The entire Exercise Price of Shares issued under the Plan shall be
payable in full by cash or check for an amount equal to the
aggregate Exercise Price for the number of shares being purchased.
Alternatively, in the sole discretion of the Plan Administrator and
upon such terms as the Plan Administrator shall approve, the
Exercise Price may be paid by:
5.1.1
Cashless Exercise .
A copy of instructions to a broker directing such broker to sell
the Shares for which this option is exercised, and to remit to the
Company the aggregate Exercise Price of such option (“
Cashless Exercise ”);
5.1.2
Stock-For-Stock Exercise .
Paying all or a portion of the Exercise Price for the number of
Shares being purchased by tendering Shares owned by the Optionee,
duly endorsed for transfer to the Company, with a Fair Market Value
on the date of delivery equal to the Exercise Price multiplied by
the number of Shares with respect to which this option is being
exercised (the “
Purchase Price ”)
(“
Stock-for-Stock Exercise ”);
or
5.1.3
Attestation Exercise .
By a stock for stock exercise by means of attestation whereby the
Optionee identifies for delivery specific Shares already owned by
Optionee and receives a number of Shares equal to the difference
between the Option Shares thereby exercised and the identified
attestation Shares (“
Attestation Exercise ”).
5.2
Withholding Payment .
The Exercise Price shall include payment of the amount of all
federal, state, local or other income, excise or employment taxes
subject to withholding (if any) by the Company or any parent or
subsidiary corporation as a result of the exercise of a Stock
Option. The Optionee may pay all or a portion of the tax
withholding by cash or check payable to the Company, or, at the
discretion of the Administrator, upon such terms as the
Administrator shall approve, by (i) Cashless Exercise or
Attestation Exercise; (ii) Stock-for-Stock Exercise; (iii) in the
case of an Option, by paying all or a portion of the tax
withholding for the number of shares being purchased by withholding
shares from
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