GERBER SCIENTIFIC, INC.
2006 OMNIBUS INCENTIVE PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
Gerber Scientific,
Inc., a Connecticut corporation (the “Company”), hereby
grants an option to purchase shares of its common stock, $0.01 par
value (the “Stock”), to the optionee named below. The
terms and conditions of the option are set forth in this cover
sheet, the attachment and the Gerber Scientific, Inc. 2006 Omnibus
Incentive Plan (the “Plan”).
Optionee’s Employee Identification Number:
Number of
Shares Covered by Option:
Option Price
per Share of Stock: $
Vesting Start
Date:
, ___
By signing
this cover sheet, you agree to all of the terms and conditions
described in the attachment (together with this cover sheet, the
“Agreement”) and in the Plan, a copy of which has been
provided or made available to you. You acknowledge that you have
carefully reviewed the Plan, and agree that the Plan will control
in the event any provision of this Agreement should appear to be
inconsistent with the Plan.
This is not a
stock certificate or a negotiable instrument.
GERBER SCIENTIFIC, INC.
2006 OMNIBUS INCENTIVE PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
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Nonqualified
Stock
Option
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This option is
not intended to be an incentive stock option under Section 422
of the Internal Revenue Code of 1986, as amended (the
“Code”), and will be interpreted
accordingly.
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This option is
only exercisable before it expires and then only with respect to
the vested portion of the option. Subject to the preceding
sentence, you may exercise this option, in whole or in part, to
purchase a whole number of vested shares not less than 100 shares,
unless the number of shares purchased is the total number available
for purchase under the option, by following the procedures set
forth in the Plan and below in this Agreement.
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Your right to
purchase shares of Stock under this option vests as to one-third
(1/3) of the total number of shares covered by this option, as
shown on the cover sheet, on each of the first three one-year
anniversaries of the Grant Date (each an “Anniversary
Date”), provided your employment then continues (hereinafter
defined as “Service”). The resulting aggregate number
of vested shares will be rounded to the nearest whole number, and
you cannot vest in more than the number of shares covered by this
option.
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No additional
shares of Stock will vest after your Service has terminated for any
reason.
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Your option
will expire in any event, and notwithstanding any other provision
of this Agreement, at the close of business at Company headquarters
on the day before the 10th anniversary of the Grant Date, as shown
on the cover sheet. Your option will expire earlier if your Service
terminates, as described below.
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If your Service
terminates for any reason, other than death, Disability (as
hereinafter defined) or Cause (as hereinafter defined), then your
option will expire at the close of business at Company headquarters
on the 30 th day after your termination date.
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If your Service
is terminated for Cause, then you will immediately forfeit all
rights to your option and the option will immediately expire.
“Cause” will mean, as determined by the Board and
unless otherwise provided in an applicable agreement with the
Company or an Affiliate, (i) gross negligence or willful
misconduct in connection with the performance of duties;
(ii) conviction of a criminal offense (other than minor
traffic offenses); or (iii) material breach of any term of any
employment, consulting or other services, confidentiality,
intellectual property or non-competition agreements, if any,
between you and the Company or an Affiliate.
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If your Service
terminates because of your death, then your option will become
fully vested and expire at the close of business at Company
headquarters on the date that is twelve (12) months after the
date of your death. During that twelve month period, your estate or
heirs may exercise your option.
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In addition, if
you die during the 30-day period described in connection with a
regular termination (i.e., a termination of your Service not on
account of your death, Disability or Cause), and a vested portion
of your option has not yet been exercised, then your option will
instead expire on the date that is twelve (12) months after
your termination date. In such a case, during the period following
your death up to the date that is twelve (12) months after your
termination date, your estate or heirs may exercise the vested
portion of your option.
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If your Service
terminates because of your Disability, then your option will become
fully vested and expire at the close of business at Company
headquarters on the date that is twelve (12) months after your
termination date. “Disability” will mean
“permanent and total disability” as provided in
Section 22(e)(3) of the Code.
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For purposes of
this option, your Service does not terminate when you go on a
bona fide employee leave of absence that was approved by the
Company in writing, if the terms of the leave provide for continued
Service crediting, or when continued Service crediting is required
by applicable law. However, your Service will be treated as
terminating 90 days after you go on a bona fide
employee leave of absence, unless your right to return to active
work is guaranteed by law or by a contract. Your Service terminates
in any event when the approved leave ends unless you immediately
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