Exhibit 10.27
STR Holdings, Inc.
2009 Equity Incentive Plan
NONQUALIFIED STOCK OPTION AWARD
AGREEMENT
THIS AGREEMENT (the “Award
Agreement”) is made effective as of
[ ]
(the “Date of Grant”) between STR Holdings, Inc.,
a Delaware corporation (with any successor, the
“Company”), and
[ ]
(the “Participant”):
R E C I
T A L S
:
WHEREAS, the Company has adopted the
STR Holdings, Inc.
2009 Equity Incentive Plan (the “Plan”), which Plan is
incorporated herein by reference and made a part of this Award
Agreement. Capitalized terms not otherwise defined herein
shall have the same meanings as in the Plan; and
WHEREAS, the Committee has
determined that it would be in the best interests of the Company
and its stockholders to grant the option provided for herein to the
Participant pursuant to the Plan and the terms set forth
herein.
NOW THEREFORE, in consideration of
the mutual covenants hereinafter set forth, the parties agree as
follows:
1.
Grant of the Option
. The Company hereby grants to
the Participant the right and option (the “Option”) to
purchase, on the terms and conditions hereinafter set forth, all or
any part of an aggregate of
[ ]
Shares, subject to adjustment as set forth in the Plan.
The Option is intended to be a nonqualified stock
option, and is not intended to be treated as an option that
complies with Section 422 of the Internal Revenue Code of
1986, as amended.
2.
Option Price
. The purchase price of the
Shares subject to the Option shall be
$[ ] per Share (the
“Option Price”), subject to adjustment as set forth in
the Plan.
3.
[Vesting . Subject to the Participant’s
continued Service on each vesting date, the Option shall vest in
equal installments on each of the
[ ]
anniversaries of the Date of Grant, so that
[ ]% of the Option shall vest on each such
anniversary.]
At any time, the portion of the Option which has
become vested as described in this Section 3 is hereinafter
referred to as the “Vested Portion.” The Vested
Portion of the Option shall remain exercisable for the period set
forth in Section 6.
4.
Accelerated Vesting Upon a Change
in Control . Upon the
occurrence of a Change of Control, the unvested portion of the
Option, to the extent not previously cancelled or forfeited, shall
immediately vest in full, so long as the Participant’s
Service has not been terminated before the date of the consummation
of the Change of Control.
5.
Forfeiture
. If the
Participant’s Service is terminated for any reason, the
Option shall, to the extent not then vested, be cancelled by the
Company without consideration and the Vested Portion of the Option
shall remain exercisable for the period set forth in
Section 6.
6.
Exercise of Option
.
(a)
Period of Exercise
. Subject to the provisions of
the Plan and this Award Agreement, the Participant may exercise all
or any part of the Vested Portion of the Option at any time prior
to the earliest to occur of:
(i)
the
[ ]
anniversary of the Date of Grant;
(ii)
the date that is ninety (90) days
following termination of the Participant’s Service for any
reason other than death, Permanent Disability or Cause;
(iii)
the date that is one (1) year
following termination of the Participant’s Service due to
death or Permanent Disability;
(iv)
the date of termination of the
Participant’s Service due to Cause.
(b)
Method of Exercise
.
(i)
Subject to Section 4, the
Vested Portion of the Option may be exercised by delivering to the
Company at its principal office written notice of intent to so
exercise; provided that the Option may be exercised with
respect to whole Shares only. Such notice shall specify the
number of Shares for which the Option is being exercised and shall
be accompanied by payment in full of the Option Price. In the
event the Option is being exercised by the Participant’s
representative, the notice shall be accompanied by proof
(satisfactory to the Committee) of the representative’s right
to exercise the Option. The payment of the Option Price may
be made at the election of the Participant (A) in cash or its
equivalent (e.g., by cashier’s check), (B) to the extent
permitted by the Committee, in Shares having a Fair Market Value
equal to the aggregate Option Price for the Shares being purchased
and satisfying such other requirements as may be imposed by the
Committee, (C) partly in cash and, to the extent permitted by
the Committee, partly in such Shares, (D) by reducing the
number of Shares otherwise deliverable upon the exercise of the
Option by the number of Shares having a Fair Market Value equal to
the Option Price, or (E) if there is a public market for the
Shares at such time, subject to such requirements as may be imposed
by the Committee, through the delivery of irrevocable instructions
to a broker to sell Shares obtained upon the exercise of the Option
and to deliver promptly to the Company an amount out of the
proceeds of such sale equal to the aggregate Option Price for the
Shares being purchased. The Committee may prescribe any other
method of payment that it determines to be consistent with
applicable law. Neither the Participant nor the
Participant’s representative shall have any rights to
dividends or other rights of a stockholder with respect to Shares
subject to an Option until the Participant has given written notice
of exercise of the Option, paid in full for such Shares and, if
applicable, has satisfied any other conditions imposed by the
Committee pursuant to the Plan.
(ii)
Notwithstanding any other provision
of the Plan or this Award Agreement to the contrary, the Option may
not be exercised prior to the completion of any registration or
qualification of the Option or the Shares under applicable
securities or other laws, or under any ruling or regulation of any
governmental body or national securities exchange that the
Committee shall in its sole discretion determine to be necessary or
advisable.
2
(iii)
Upon the Company’s
determination that the Option has been validly exercised as to any
of the Shares, the Company shall issue certificates in the
Participant’s name for such Shares. However, the
Company shall not be liable to the Participant for damages relating
to any delays in issuing the certificates to him, any loss of the
certificates, or any mistakes or errors in the issuance of the
certificates or in the certificates themselves.
(iv)
In the event of the
Participant’s death, the Vested Portion of the Option shall
remain exercisable during the period set
