Ultralife Batteries,
Inc.
Resale Restriction
Agreement
This Resale
Restriction Agreement (“Agreement”) dated as of
December 28, 2005 is made by and between Ultralife Batteries,
Inc., a Delaware corporation (the “Company”) and the
option holder set forth on the signature line below (the
“Optionee”) with respect to certain stock option awards
(the “Option Awards”) evidencing options granted to the
Optionee by the Company.
The Optionee is an
executive officer of the Company and has been granted one or more
options to acquire shares of the Company’s $.10 par value
Common Stock (“Common Stock”) at an exercise price of
$12.90 per share or greater and which were granted prior to
October 2, 2005 (all of such options collectively referred to
as the “Options”) under the Company’s Long-Term
Incentive Plan or its predecessors.
All Options which
have not vested on or prior to the date of this Agreement have been
declared by the Company’s Board of Directors to be fully
vested and exercisable.
The Company
desires to impose certain resale restrictions (the “Resale
Restrictions”) on the shares of Common Stock issued or
issuable upon exercise of the Options (the “Option
Shares”) on the terms and conditions more fully set forth in
this Agreement.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as
follows:
1.
Exhibit A sets forth with respect to each Option the date of
each Option grant, the number of shares of Common Stock subject to
such Option, the exercise price and the date or dates of
termination of the Resale Restrictions with respect to the Option
Shares (which shall correspond to the vesting schedule applicable
to the Options prior to the acceleration of vesting approved by the
Board). Subject to Section 4 of this Agreement, with respect
to any Option Shares, the period during which the Resale
Restrictions will be effective (the “Restriction
Period”) is a period beginning on the date of this Agreement
and ending on the date listed on Exhibit A under the heading
“Restriction Termination Date”. No Resale Restrictions
will apply to Option Shares which have vested on or prior to the
date of this Agreement.
2. The Optionee
irrevocably agrees that the Optionee will not, directly or
indirectly, whether for such Optionee or on behalf of any entity
controlled by or affiliated with such Optionee:
(a) offer for
sale, pledge, assign, hypothecate or otherwise create any interest
in or dispose of (or enter into any transaction or device that is
designed to, or could reasonably be
