Exhibit 99.1
Notice of Grant of Stock Options and Option Agreement | | Aldila Inc. |
| | ID: 13-3645590 |
| | 14145 Danielson, Suite B |
| | Poway, CA 92064 |
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| | Option Number: |
| | Plan: |
| | ID: |
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Effective you have been granted a(n) Incentive Stock Option to buy shares of Aldila Inc. (the Company) stock at $ per share.
The total option price of the shares granted is $
Shares in each period will become fully vested on the date shown.
Shares | | Vest Type | | Full Vest | | Expiration | |
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By your signature and the Company’s signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company’s Stock Option Plan as amended and the Option Agreement, all of which are attached and made a part of this document.
INCENTIVE STOCK OPTION AWARD AGREEMENT
THIS AWARD AGREEMENT, made as of the day of 200 (the “Grant Date”), between Aldila, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).
WHEREAS, the Company has adopted the Aldila, Inc. 2009 Equity Incentive Plan (the “Plan”) in order to provide additional incentives to certain Service Providers of the Company and its Subsidiaries; and
WHEREAS, the Committee responsible for administration of the Plan has determined to grant the Option to the Optionee as provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option.
1.1 The Company hereby grants to the Optionee the right and option (the “Option”) to purchase all or any part of an aggregate of the number of whole Shares shown on the cover page attached to this Agreement (subject to adjustment as provided in the Plan), subject to, and in accordance with, the terms and conditions set forth in this Agreement and the Plan.
1.2 Subject to the requirements of the Code and Section 6(a)(i) of the Plan, the Option is intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code and shall be so construed; provided, however, that nothing in this Agreement shall be interpreted as a representation, guarantee or other undertaking on the part of the Company that the Option is or will be determined to be an Incentive Stock Option within the meaning of Section 422 of the Code.
1.3 This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan and the cover page attached hereto (the provisions of both of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.
2. Purchase Price.
The price per share at which the Optionee shall be entitled to purchase Shares upon the exercise of the Option shall be as shown on the cover page attached to this Agreement.
3. Duration of Option.
The Option shall be exercisable to the extent and in the manner provided herein for a period of years (not to exceed the maximum term permitted pursuant to the Plan) from the Grant Date (the “Exercise Term”); provided, however, that the Option may be earlier terminated upon the occurrence of any of the events specified in the Plan as resulting in such termination.
4. �� Exercisability of Option.
Unless otherwise provided in this Agreement or the Plan, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, those Shares of the Option which are vested, as shown on the schedule appearing on the cover page of this Agreement, unless previously exercised or terminated, during the remaining period of the Exercise Term.
5. Manner of Exercise and Payment.
This Option may be exercised in whole or in part only as provided in the Plan.
6. Termination of Relationship as Service Provider.
If the Service Provider ceases to be a Service Provider at any time prior to the end of the Exercise Term, the terms and conditions of the Plan shall govern the early termination of the Exercise Term and the exercisability of the Option.
7. Effect of Change in Control.
A Change of Control shall have the effect specified in the Plan, and the Change of Control Retention Agreement entered into between the Optionee and the Company, if any.
8. Nontransferability.
Subject to the term and conditions of the Plan, the Option shall not be transferable other than by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee.
9. No Right to Continued Employment.
Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the Optionee any right with respect to continuance of employment by the Company, nor shall this Agreement or the Plan interfere in any way with the right of the Company to terminate the Optionee’s employment at any time.
10. Withholding of Taxes.
The Company shall have the right to deduct from any distribution of cash to the Optionee an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the “Withholding Taxes”) with respect to the Option. If the Optionee is entitled to receive Shares upon exercise of the Option, the Optionee shall pay the Withholding Taxes to the Company in cash prior to
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the issuance of such Shares. In satisfaction of the Withholding Taxes, the Optionee may make a written election (the “Tax Election”), which may be accepted or rejected in the discretion of the Committee, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option, having an aggregate Fair Market Value, on the date preceding the date of such issuance, equal to the Withholding Taxes, provided that if the Optionee may be subject to liability under Section 16(b) of the Exchange Act either (i) (A) the Tax Election is made at least six (6) months prior to the date the Option is exercised and (B) the Tax Election is irrevocable with respect to the exercise of all Options which are exercised prior to the expiration of six (6) months following a revocation of the Tax Election or (ii) (A) the Optionee makes the Tax Election at least six (6) months after the Grant Date, (B) the Option is exercised during any period during which the Company has generally prohibited its officers, employees and agents from trading in the Company’s securities. (a “Window Period”) and (C) the Tax Election is made during the Window Period in which the Option is exercised or prior to such Window Period and subsequent to the immediately preceding Window Period.
11. Disqualifying Dispositions.
If the Optionee makes a disposition, within the meaning of Section 424(c) of the Code and the regulations promulgated thereunder, of any Share or Shares issued to the Optionee pursuant to his exercise of the Option within the two-year period commencing on the day after the grant date or within the one-period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days after such disposition, notify the Company thereof, by delivery of a written notice to the Secretary of the Company, and immediately deliver to the Company the amount of all applicable withholding taxes, if any, under Federal, state and local law.
12. Optionee Bound by the Plan.
The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.
13. Modification of Agreement.
This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only as permitted by the Plan.
14. Severability.
Should any provision of this Agreement by held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
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15. Governing Law.
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof.
16. Successors in Interest.
This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee’s legal representatives. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Optionee’s heirs, executors, administrators and successors.
17. Resolution of Disputes.
Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Committee in good faith. Any determination made hereunder shall be final, binding and conclusive on the Optionee and Company for all purposes.
Attest: | | |
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Secretary | | |
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| | Name of Optionee: |
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