Exhibit 10.10
HUTCHINSON TECHNOLOGY
INCORPORATED
1996 INCENTIVE
PLAN
(As Amended and Restated
October 10, 2008)
*[Form of]*
Incentive Stock Option
Agreement
(Employee)
|
|
|
|
|
Name of Optionee:
|
|
*[Optionee’s Name]*
|
|
No. of Shares Covered:
|
|
*[Number of shares]*
|
|
Exercise Price Per Share:
|
|
$*[ ]*
|
|
Date of Grant:
|
|
*[Date]*
|
|
Expiration Date:
|
|
*[Date]*
|
This is an Incentive Stock Option
Agreement (“Agreement”) between Hutchinson Technology
Incorporated, a Minnesota corporation (the “Company”),
and the optionee identified above (the “Optionee”),
effective as of the date of grant specified above. Unless the
context indicates otherwise, terms that are not defined in this
Agreement will have the meaning set forth in the Plan as it
currently exists or as it is amended in the future.
Recitals
WHEREAS, the Company maintains the
Hutchinson Technology Incorporated 1996 Incentive Plan (As Amended
and Restated October 10, 2008) (the “Plan”);
and
WHEREAS, awards may be granted
pursuant to the Plan to employees of the Company; and
WHEREAS, the Optionee is eligible to
receive an award under the Plan in the form of an incentive stock
option (the “Option”).
NOW, THEREFORE, the Company hereby
grants this Option to the Optionee under the terms and conditions
as follows.
Terms and
Conditions
|
1.
|
Grant . The Optionee is granted this Option to
purchase the number of Shares specified at the beginning of this
Agreement.
|
|
2.
|
Exercise
Price . The price to
the Optionee of each Share subject to this Option will be the
exercise price specified at the beginning of this Agreement (which
price may not be less than the Fair Market Value of a Share as of
the date of grant, or if the Optionee owns or is deemed to own
stock possessing more than 10% of the combined voting power of all
classes of stock of the Company, 110% of the Fair Market Value of a
Share as of the date of grant).
|
|
3.
|
Incentive
Stock Option . This
Option is intended to be an “incentive stock option”
within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”), but to the extent the
Option fails to qualify as an incentive stock option, it will be
treated as a non-statutory stock option.
|
|
4.
|
Exercise
Schedule . This
Option will vest (a) as to 50% of the Shares covered hereby,
on the second anniversary of the date of the grant of this Option,
and (b) as to the remaining 50% of the Shares covered hereby,
on the third anniversary of the date of the grant of this Option.
If this Option has not expired prior thereto, it may be exercised
in whole or in part with respect to any Shares as to which this
Option has vested.
|
This Option may also be exercised
under the circumstances described in Sections 8 and 9 of this
Agreement if it has not expired prior thereto.
|
5.
|
Expiration . This Option will expire at 5:00 p.m. Central
Time on the earliest of:
|
|
|
(a)
|
the expiration
date specified at the beginning of this Agreement (which date shall
not be later than 10 years after the date of grant or, if the
Optionee owns or is deemed to own stock possessing more than 10% of
the combined voting power of all classes of stock of the Company,
five years after the date of grant);
|
|
|
(b)
|
the last day of
the period following the termination of employment of the Optionee
during which this Option can be exercised (as specified in
Section 7 of this Agreement); or
|
|
|
(c)
|
the date (if
any) fixed for cancellation pursuant to Section 9 of this
Agreement.
|
In no event may anyone exercise this
Option, in whole or in part, after it has expired, notwithstanding
any other provision of this Agreement.
|
6.
|
Procedure
to Exercise Option .
|
Method of Exercise
. This Option may be exercised by
delivering written or electronic notice of exercise to the Company
at the principal executive office of the Company, to the attention
of the Company’s Vice President, Human Resources or the party
designated by such officer (which written or electronic notice will
state the number of Shares to be purchased and must be signed or
otherwise authenticated by the person exercising this Option), or
by such other means as the Board or Committee may approve. If the
person exercising this Option is not the Optionee, he/she also must
submit appropriate proof of his/her right to exercise this
Option.
Tender of Payment
. Upon giving notice of any exercise
hereunder, the Optionee will provide for payment of the purchase
price of the Shares being purchased through one or a combination of
the following methods:
|
|
(b)
|
to the extent
permitted by law, a broker-assisted cashless exercise in which the
Optionee irrevocably instructs a broker to deliver proceeds of a
sale of all or a portion of the Shares to be issued pursuant to the
exercise (or a loan secured by such Shares) to the Company in
payment of the purchase price of such Shares; or
|
|
|
(c)
|
by delivery to
the Company or its designated agent of unencumbered Shares having
an aggregate Fair Market Value on the dat
|
