Exhibit
10.23
THIS DOCUMENT CONSTITUTES
PART OF A PROSPECTUS COVERING SECURITIES
REGISTERED UNDER THE
SECURITIES ACT OF 1933.
AIR T,
INC.
STOCK APPRECIATION RIGHT
AGREEMENT
(2005 EQUITY INCENTIVE
PLAN)
THIS AGREEMENT , made effective as of the _____ day of
________, 20__ (the “Grant Date”), by and between Air
T, Inc. (the “Company”), and ___________________ (the
“Holder”).
WHEREAS, the Company has adopted the Air T, Inc.
2005 Equity Incentive Plan (the “Plan”) in order to
provide additional incentives to certain employees and directors
and consultants of the Company and its Subsidiaries; and
WHEREAS, Section 5.1 of the Plan provides for
the award of Stock Appreciation Rights to Employees of the Company
and its Subsidiaries; and
WHEREAS, the Holder has been awarded Stock
Appreciation Rights under the Plan to be evidenced by this
Agreement;
NOW, THEREFORE, the parties hereto agree as
follows:
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1.
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Grant of Stock Appreciation
Right . Pursuant to
Section 5.1 of the Plan, the Company hereby grants to the Holder a
Stock Appreciation Right that entitles the Holder to receive, in
Common Stock or, to the extent that a cash payment would be in
compliance with Section 409A of the Code, cash, value equal to
(or otherwise based on) the excess of: (i) the Fair Market Value of
__________ shares of Common Stock on the date of exercise; over
(ii) the exercise price of $ __.__ per share. The value per share
of Common Stock to be delivered to the Holder upon exercise of the
Stock Appreciation Right shall be the Fair Market Value of a share
of Common Stock on the date of exercise or the next preceding date
if such date is not a trading date.
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2.
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Duration of Stock Appreciation
Right . Subject to the
terms of the Plan, the Stock Appreciation Right shall remain
exercisable for [select one]:
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ten years after
the Grant Date;
other (specify;
may be no later than ten years after the Grant Date):
________________________________________________________________________
________________________________________________________________________
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3.
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Vesting and
Exercisability of Stock Appreciation Right
. Subject to the terms of the Plan,
the Stock Appreciation Right shall vest and be exercisable [select
one]
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one-third (1/3)
of the shares of Common Stock covered by the Stock Appreciation
Right beginning on the first anniversary of the Grant
Date,
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an additional
one-third (1/3) of the shares of Common Stock covered by the Stock
Appreciation Right beginning on the second anniversary of the date
of the Grant Date, and
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the remaining
one-third (1/3) of the shares of Common Stock covered by the Stock
Appreciation Right beginning on the third anniversary of the Grant
Date.
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________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
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4.
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Acceleration
of Vesting upon Change of Control . (select one)
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In the event of
a Change of Control, the Stock Appreciation Right shall become
fully exercisable and vested to the full extent of the original
grant.
A Change of
Control shall not affect the exercisability or vesting of the Stock
Appreciation Right.
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5.
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Termination
of Service . In the event
of the termination of the Holder’s Service, the Stock
Appreciation Right shall terminate in full (whether or not
previous
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