Exhibit 10.01
II-VI INCORPORATED
NONQUALIFIED STOCK
OPTION
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Granted to:
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No. of shares
of II-VI Incorporated
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Social Security
#:
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Common Stock:
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Grant Date:
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Option Price
per share:
$
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Expiration
Date:
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THIS NONQUALIFIED STOCK OPTION is
granted by II-VI Incorporated, a Pennsylvania corporation (the
“ Company ” or “ II-VI ”), to
you (“ Optionee ”), a director, employee or
consultant of the Company or one of its subsidiaries, pursuant to
the terms and conditions of the II-VI Incorporated 2005 Omnibus
Incentive Plan, as amended from time to time (the “
Plan ”), a summary of which has been delivered to you.
The terms of the Plan are incorporated herein by this reference.
This document shall constitute an Award Agreement as that term is
defined in the Plan and is intended to be a Qualified
Performance-Based Award within the meaning of Section 2.27 of the
Plan. The Company recognizes the value of your continued service as
a key employee and has awarded you this nonqualified stock option
under the Plan, subject to the following terms and
conditions:
1. Grant . The Company hereby
grants you on and as of the date specified above (the “
Grant Date ”) a nonqualified stock option (“
Option ”) to purchase from the Company the above
stated number of shares of II-VI Common Stock, no par value, at the
price per share stated above (the “ Option Price
”), which is the fair market value of the of a share of
Common Stock on the date hereof, which Option shall expire on the
expiration date stated above (the “ Expiration Date
”), unless it expires earlier in accordance with the terms
hereof. The Expiration Date shall in no event be later that ten
(10) years from the Grant Date.
2. Vesting . The Option shall
be exercisable, pursuant to the terms of the Plan and shall vest
and become exercisable in installments, as follows: [DESCRIBE
VESTING SCHEDULE – e.g., twenty percent (20%) of the total
number of shares subject to this Option shall become exercisable on
each of the first, second, third, fourth and fifth anniversaries of
the Grant Date] .
3. Post-termination Exercise
. Upon the termination of your employment with or service to the
Company and its subsidiaries (for any reason other than (i) early,
normal or late retirement as those terms are defined in the
Company’s profit sharing plan, (ii) death or (iii) total and
permanent disability as defined in Section 105(d)(4) of the
Internal Revenue Code), Options, whether or not then exercisable
pursuant to paragraph 2 above, shall immediately lapse and become
null and void on and as of the date of such termination. Upon the
termination of your employment with or service to the Company and
its subsidiaries due to (i) early, normal or late retirement as
those terms are defined in the Company’s profit sharing plan,
(ii) death or (iii) total and permanent disability as defined in
Section 105(d)(4) of the Internal Revenue Code, Options may be
exercised post-termination during the applicable periods set forth
in Section 5.9 of the Plan.
4. Acceleration of Vesting
.
4.1. All Options shall immediately
vest and become exercisable immediately prior to a Change in
Control. Any Options remaining unexercised upon a Change in Control
shall lapse upon such Change in Control and shall be null and void.
For purposes of this paragraph 4, “ Change in Control
” means (i) the consummation of any merger or consolidation
as a result of which the common stock of the Company shall be
changed, converted or exchanged (other than a merger with a wholly
owned subsidiary of the Company) or any liquidation of the Company
or any sale or other disposition of substantially all of the assets
of the Company; or (ii) the consummation of any merger or
consolidation to which the Company is a party as a result of which
the persons (as that term is used in Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended) who were
stockholders of the Company immediately prior to the effective date
of the merger or consolidation shall have beneficial ownership of
less than a majority of the combined voting power for election of
directors of the surviving corporation following the effective date
of such merger or consolidation.
4.2. All Options shall immediately
vest and become exercisable upon the termination of your employment
with or service to the Company and its subsidiaries due to (i)
early, normal or late retirement as those terms are defined in the
Company’s profit sharing plan, (ii) death or (iii) total and
permanent disability as defined in Section 105(d)(4) of the
Internal Revenue Code, and shall remain exercisable as set forth
more fully in paragraph 3 above.
5. Payment of Option Price .
Any exercisable portion of the Option may be exercised in whole or
in part, but in no event with respect to a fraction of a share,
from time to time until the Expiration Date, unless otherwise
terminated pursuant to the terms of the Plan or this Award
Agreement. Exercise shall be by written notice of exercise to the
Company at the following address:
II-VI Incorporated
Attention: Chief Financial Officer
375 Saxonburg Boulevard
Saxonburg, Pennsylvania 16056
and shall specify the number of shares to be
purchased, the Option Price of each share and the aggregate Option
Price for all shares being purchased under said notice. The notice
shall be accompanied by payment of the aggregate Option Price for
the number of shares purchased and any applicable withholding
taxes. Such exercise (s
