Exhibit 10.6
NONQUALIFIED STOCK OPTION
AGREEMENT
BROADWIND ENERGY,
INC.
2007 EQUITY INCENTIVE
PLAN
THIS AGREEMENT is entered into
effective as of the day
of
,
20 , by and between Broadwind
Energy, Inc., a Delaware corporation (the
“Company”), and
(“Participant”).
RECITALS
A.
Participant on the date hereof is a
key employee, officer, or director of, or consultant or advisor to,
the Company or one of its Affiliates; and
B.
The Company wishes to grant a
nonqualified stock option to Participant to purchase shares of the
Company’s Common Stock pursuant to this Agreement and the
Company’s 2007 Equity Incentive Plan (the
“Plan”); and
C.
The Administrator has authorized the
grant of a nonqualified stock option to Participant and has
determined that, as of the effective date of this Agreement, the
fair market value of the Company’s Common Stock is
Dollars ($ ) per
share.
AGREEMENTS
In consideration of the premises and
of the mutual covenants herein contained, the parties hereto agree
as follows:
ARTICLE I. GRANT OF
OPTION
The Company hereby grants to
Participant the right, privilege, and option (the
“Option”) to purchase up to
(
) shares of Common Stock at a per share price of
Dollars
($ )
subject to the terms and conditions set forth herein, and set forth
in the Plan. The Option is a nonqualified stock option and
will not be treated as an incentive stock option, as defined under
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), and the regulations
thereunder.
ARTICLE II. DURATION OF
OPTION AND EXERCISABILITY
A.
General . Except as provided in Articles II.B. and
II.C. below, the Option shall become exercisable according to the
following schedule. Once the Option becomes fully
exercisable, Participant may continue to exercise the Option under
the terms and conditions of this Agreement until the termination of
the Option as provided herein. If Participant does not
exercise the Option with respect to the full number of shares which
Participant is then entitled, Participant may purchase upon any
subsequent exercise prior to the Option’s termination such
previously unpurchased shares in addition to those Participant is
otherwise entitled to purchase. Except as provided in
Articles II.B. and II.C. below, the term during which this Option
may be exercised will continue until 5:00 p.m. (Central Time)
on
,
20 (the “Expiration
Date”). In no event shall this Option be exercisable
after the Expiration Date.
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Number of Option Shares
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Vesting Date
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Available for Exercise
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B.
Termination of Employment for
Reasons Other Than Death or Disability . In the event Participant ceases to be
[a key employee or officer] [a consultant or advisor] [a
director] of the Company or any Affiliate for any reason other
than death or an event that constitutes permanent and total
disability within the meaning of Section 22(e)(3) of the
Code (“Disability”), any unexercised portion of this
Option which was exercisable as of the date of such termination may
be exercised, in whole or in part, by Participant before the
earlier of (i) the close of business on the three-month
anniversary date of such termination of employment, and
(ii) the Expiration Date. To the extent this Option was
not exercisable upon such termination of employment, or if
Participant does not exercise the unexercised portion of the Option
that was exercisable within the time specified in this
Article II.B., all rights of Participant under this Option
shall terminate, and the Option shall thereafter be
void.
C.
Termination of Employment Due to
Death or Disability . In the event Participant ceases to be
[a key employee or officer] [a consultant or advisor] [a
director] of the Company or any Affiliate by reason of death or
Disability, any unexercised portion of this Option which was
exercisable as of the date of such termination may be exercised, in
whole or in part, by Participant (or by Participant’s heirs
or legal representative(s) in the event of death or
Disability) before the earlier of (i) the close of business on
the twelve-month anniversary date of such termination of employment
and (ii) the Expiration Date. To the extent this Option
was not exercisable upon such termination of employment, or if
Participant does not exercise the unexercised portion of the Option
that was exercisable within the time specified in this
Article II.C., all rights of Participant under this Option
shall terminate, and the Option shall thereafter be
void.
ARTICLE III. MANNER OF
OPTION EXERCISE
A.
Notice . This Option may be exercised by
Participant in whole or in part from time to time, subject to the
conditions contained in the Plan and herein, by delivery, in person
or by registered mail, to the Company at its principal executive
office, of a written notice of exercise. Such notice shall be
in a form satisfactory to the Administrator, shall identify the
Option, shall specify the number of Option Shares with respect to
which the Option is being exercised, and shall be signed by the
person or persons so exercising the Option. Such notice shall
be accompanied by payment in full of the total purchase price of
the Option Shares purchased; the exercise of the Option shall be
deemed effective upon receipt of such notice by the Company and
upon payment that complies with the terms of the Plan and this
Agreement. In the event that the Option is being exercised,
as provided by the Plan and Article II.B., above, by
Participant’s heirs or legal representative(s), the notice
shall be accompanied by appropriate proof of right of such person
or persons to exercise the Option. As soon as practicable
after the effective exercise of the Option, Participant (or
Participant’s heirs or legal representative(s) in the
event of death or Disability) shall be recorded on the stock
transfer books of the Company as the owner of the Option Shares
purchased, and the Company may deliver to Participant (or
Participant’s heirs or legal representative(s)) one or more
duly issued stock certificates evidencing such ownership. All
requisite original issue or transfer documentary stamp taxes shall
be paid by the Company.
B.
Payment . At the time of exercise of this Option,
Participant may determine whether to pay the total purchase price
of the Option Shares to be purchased solely in cash (including a
personal check or a
2
certified or bank cashier’s check, payable
to the order of the Company) or by transfer from Participant to the
Company of previously-owned shares of Common Stock of the Company
with a then current aggregate Fair Market Value equal to such total
purchase price, or by a combination of cash and such
previously-owned shares of Common Stock. The Administrator
may reject Participant’s election to pay all or part of the
purchase price under this Option with previously-owned shares of
common stock and may require such purchase price to be paid
entirely in cash if, in the sole discretion of the Administrator,
payment in previously-owned shares would cause the Company to be
required to recognize a charge to earnings in connection
therewith. For purposes of this Agreement,
(a) “previously-owned shares” shall mean shares of
Common Stock of the Company that Participant has owned for at least
six months prior to the time of exercise, and (b) “Fair
Market Value” will be determined as set forth in the
Plan.
C.
Investment Purpose
. The Company shall not be
required to issue or deliver any shares of Common Stock under this
Option unless (a)(1) such shares are covered by an effective
and current registration statement under the Securities Act of 1933
and applicable state securities laws or (2) if the
Administrator has determined not to so register such shares,
exemptions from registration under the Securities Act of 1933 and
applicable state securities laws are available for such issuance
(as determined by counsel to the Company) and the Company has
received from Participant (or Participant’s heirs(s) or
legal representative(s), in the event of death or Disability) any
representations or agreements requested by the Company in order to
permit such issuance to be ma
