WORLD AIR HOLDINGS, INC.
AMENDED & RESTATED
1995 STOCK INCENTIVE PLAN
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the
___ day of
, 200___ (the “Grant Date”) by and between World
Air Holdings, Inc., a Delaware corporation (the
“Company”), and
(“Optionee”).
A. Optionee has been granted an
Option under the World Air Holdings, Inc. Amended and Restated 1995
Stock Incentive Plan (the “Plan”) to purchase shares of
the Company’s common stock. Capitalized terms used herein and
not otherwise defined herein have the same meaning as the terms
used in the Plan.
B. The Option granted to
Optionee is not intended to be an incentive stock option under
Section 422 of the Internal Revenue Code.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option .
Subject to the terms and conditions set forth in this Agreement and
the Plan, the Company hereby grants to Optionee, as of the Grant
Date, a Nonqualified Stock Option (the “Option”) to
purchase up to
shares of the Company’s common stock, $0.001 par value (the
“Option Shares”) from time to time during the term of
the Option at an exercise price of $
per share (“Exercise Price”).
2. Option Term . The
Option will expire at the close of business on
(the “Expiration Date”), unless sooner terminated in
accordance with the provisions of this Agreement or the
Plan.
3. Option
Nontransferable . The Option is not transferable or assignable
by Optionee other than by will or by the laws of descent and
distribution; during the lifetime of Optionee, the Option shall be
exercisable only by Optionee.
4. Dates of Exercise .
So long as Optionee continues to serve as a member of the Board of
Directors of World Air Holdings, Inc. (the “Board”),
the Option shall be exercisable as to the Option Shares within the
specified term of the Option and pursuant to the provisions of this
Agreement. Option Shares shall become exercisable in installments,
as follows:
.
Notwithstanding the forgoing
provisions of this Section 4, in the event (i) the
Optionee ceases to serve on the Board due to death or disability
(as defined in Section 5 below); or (ii) of the
occurrence of any Change of Control following the Grant Date but
prior
to the date the Optionee ceases to serve upon the Board (or upon
the Board of a successor of the Company immediately following a
transaction of the type described in either Section 17(c)(i)
or Section 17(c)(ii)), any previously unvested Option Shares
shall become immediately vested.
5. Termination of Board
Membership . Should Optionee cease for any reason (including
death or disability) to be a member of the Board, the Option may,
subject to the provisions of Section 4 hereof, be exercised
(to the extent the Option was exercisable by Optionee at the time
of the termination of his Board membership) at any time within one
(1) year after the termination of his Board membership;
provided, however, in no event shall the Option be exercisable
after the Expiration Date. The term “disability” means
a physical or mental illness that will prevent Optionee from doing
substantial gainful work for at least twelve (12) months or is
likely to result in death. If Optionee became entitled to Social
Security benefits payable on account of disability, he will be
conclusively deemed to be disabled for purposes of this
Agreement.
6. Privilege of Stock
Ownership . The holder of the Option will have none of the
rights of a shareholder with respect to the option Shares until
such individual has exercised the option and has been issued a
stock certificate for the Option Shares.
7. Manner of Exercising
Option . In order to exercise the Option with respect to all or
any part of the Option Shares for which the Option is at the time
exercisable, Optionee (or in the case of exercise after
Optionee’s death, Optionee’s executor, administrator,
heir or legatee, as the case may be) must take the following
actions.
(a)
Provide the Company written notice of such exercise in accordance
with Section 14 hereof, specifying the number of Option Shares
with respect to which the Option is being exercised;
(b) Pay
the aggregate exercise price for the purchased shares in one or
more of the following alternative forms: (i) full payment, in
cash or by check payable to the Company’s order, in the
amount of the exercise price for the Option Shares being purchased;
(ii) full payment in shares of Common Stock (held for at least
six months if acquired pursuant to an option) and having a Fair
Market Value on the day of exercise (as determined under the terms
of the Plan) equal to the exercise price for the Option Shares
being purchased; (iii) a combination of such shares of Common
Stock and cash or check payable to the Company’s order, equal
in the aggregate to the exercise price for the Option Shares being
purchased; or (iv) delivery of a properly executed exercise
notice together with irrevocable instructions to a broker to
promptly deliver to the Company the amount of sale or loan proceeds
to pay the exercise price; and
(c)
Furnish the Company wit
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