|
Exhibit (10) (ag)
MET-PRO CORPORATION
STANDARD FORM FOR THE
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE
STOCK OPTION AGREEMENT made as of the 10 th
day of December, 2007, between MET-PRO CORPORATION, a
Pennsylvania corporation (the “Company”), and
_______________, an employee of the Company
(“Optionee”).
Pursuant
to and under the terms of the Met-Pro Corporation 2005 Equity
Incentive Plan (the “Plan”), the Company hereby
grants the Optionee the option to acquire Common Shares, par
value $.10 per share, of the Company on the following terms
and conditions:
1. GRANT OF
OPTION. The Company hereby grants to Optionee the right and
option (the “Option”) to purchase up to
_________________(________) Common Shares, par value $.10 per
share, of the Company (the “Shares”), to be transferred
to the Optionee upon the exercise hereof, fully paid and
nonassessable. Under certain circumstances provided for herein,
this Option is intended to qualify as an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as amended;
provided, however, under other circumstances provided for herein,
this Option shall be deemed a non-qualified stock
option.
2. OPTION
PRICE . The exercise price of the Option shall be
_____________dollars and ______________cents ($__________) per
share. The Company shall pay all original issue or transfer taxes
on the exercise of the Option.
3. VESTING OF
OPTION.
(a)
Subject to
Section 3(b) and Section 4 hereof and the other provisions hereof,
the Option shall be exercisable commencing upon the date hereof as
follows:
|
Number of Shares
|
|
Date first exercisable
|
| |
|
December
10, 2008
|
| |
|
December
10, 2009
|
| |
|
December
10, 2010
|
(b)
Any
portion of the Option that shall not yet be exercisable under
the terms of Section 3(a) shall immediately and without action
by any party become exercisable upon the earlier to occur of
the following: (i) a Change of Control (as hereafter defined);
(ii) the death of Optionee; (iii) a declaration of permanent
and total disability of the Optionee (as defined in Section
22(e) of the Internal Revenue Code)(hereafter,
“permanent and total disability”) together with a
declaration of Optionee’s eligibility for Social
Security disability benefits; and (iv) the cessation of the
Optionee’s services to the Company as an employee of the
Company, other than voluntarily or for cause.
(c)
For
purposes of this Agreement, (i) the term “Change in
Control” shall have the same definition as set forth in
any Key Employee Severance Agreement from time to time in
effect between the Company and any key employee of the
Company; and (ii) the cessation of Optionee’s services
to the Company as a result of retirement pursuant either to
(A) a pension or retirement plan adopted by the Company or (B)
at or after the normal retirement date prescribed from time to
time by the Company, shall be deemed to be a cessation other
than voluntarily or for cause. Optionee acknowledges that the
acceleration of the vesting of the Option may result in this
Option not qualifying as an incentive stock option if, as a
result of such acceleration, more than $100,000 of this
Option, together with any other incentive stock options held
by Optionee, shall become exercisable for the first time in
the year of such acceleration.
4. EXPIRATION
OF OPTION.
(a)
Subject
to earlier expiration as provided for by Section 4(b), Section
4(c) or Section 4(d) hereof, the Option shall not be
exercisable after and, if not previously exercised, shall
expire at 5:00 P.M., Harleysville, PA time, on December 10,
2017.
(b)
If the
Optionee’s services as an employee of the Company or of
a parent or subsidiary corporation of the Company are
terminated or shall otherwise cease without regard to the
reason therefor, this Option shall expire prior to the date
set forth in Section 4(a), as provided below:
(i)
One
year after the date of termination or cessation of such
services, if the termination or cessation is caused by
permanent and total disability of the Optionee;
(ii)
One
year after the date of death of the Optionee, (x) if such
death occurs while Optionee is serving as an employee of the
Company, or a parent or subsidiary corporation of
the
| 
