NON-QUALIFIED STOCK
OPTION AGREEMENT
HUDSON
TECHNOLOGIES, INC.
AGREEMENT made as of this (insert date) (the "Grant Date")
between Hudson Technologies, Inc. (the "Company"), a New York
corporation, having a principal place of business in Pearl River,
New York, and (insert name of Grantee) (the "Grantee").
WHEREAS, the Company desires to grant to the Grantee a
Non-Qualified Option to purchase shares of its common stock, par
value $.01 per share (the "Shares") under and pursuant to the
Company's 2008 Stock Incentive Plan (the "Plan").
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the parties hereto agree as follows:
1. Grant of
Option . The Company hereby grants to the Grantee the right and
option to purchase all or any part of an aggregate of (Insert
number of shares) shares of its Common Stock, $.01 par value,
on the terms and conditions and subject to all the limitations of
the Plan and as set forth herein.
2. Purchase
Price . The purchase price of the Shares covered by the Option
shall be (insert option price) per share.
3. Exercise of
Option . The Options granted
hereby shall vest and be exercisable as follows:
|
Amount
|
Date Vested *
|
Date Exercisable*
|
|
insert
|
4/1/09
|
4/1/09
|
|
|
7/1/09
|
7/1/09
|
|
|
10/1/09
|
10/1/09
|
|
|
1/1/10
|
1/1/10
|
|
|
4/1/10
|
4/1/10
|
|
|
7/1/10
|
7/1/10
|
|
|
10/1/10
|
10/1/10
|
|
|
1/1/11
|
1/1/11
|
* illustrative of typical vesting schedule, where options
vest quarterly over two years.
4. Term of
Option . The option shall terminate five (5) years from the
date of this Agreement. In the event of the death of the Grantee,
the Option shall be exercisable to the extent exercisable but not
exercised as of the date of death and, in such event, the Option
must be exercised, if at all, within one (1) year after the date of
death of the Grantee or, if earlier, within the originally
prescribed term of the Option.
5.
Non-Assignability . The Option shall not be transferable by
the Grantee otherwise than by will or by the laws of descent and
distribution and shall be exercisable, during the Grantee's
lifetime, only by the Grantee. The Option shall not be assigned,
pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or
similar process. Any attempted transfer, assignment, pledge,
hypothecation or other disposition of the Option or of any rights
granted hereunder contrary to the provisions of this Section 5, or
the levy of any attachment or similar process upon the Option or
such right, shall be null and void.
6. Exercise of
Option and Issue of Shares . The Option may be exercised in
whole or in part (to the extent that it is exercisable in
accordance with its terms) by giving written notice to the Company,
together with the tender of the Option price. Such written notice
shall be signed by the person exercising the Option, shall state
the number of Shares with respect to which the Option is being
exercised, shall contain any warranty required by Section 7 below
and shall otherwise comply with the terms and conditions of this
Agreement. The Company shall pay all original issue
