EXHIBIT 10.2
ELSON T. KILLAM ASSOCIATES, INC.
1987 INCENTIVE STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION AGREEMENT, dated as of the ____ day
of _________ 198_ (the "Grant Date") between Elson T. Killam
Associates, Inc., a New Jersey Corporation (the "Company") and
__________ (the "Optionee"), a key senior management employee or
officer of the Company.
WHEREAS, the Company desires to afford the optionee an
opportunity to purchase shares of dollar ($ ) par
value Common Stock, of the Company ("Shares") as hereinafter
provided, in accordance with the provisions of Elson T. Killam
Associates, Inc. 1987 Incentive Stock Option Plan (the "Plan"), a
copy of which is attached hereto.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable
consideration the legal sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. Grant of Option. The Company hereby grants to the
Optionee the right and option to purchase all or any part of an
aggregate of __________ Shares (the "Option"), which Option is
intended to qualify as an incentive stock option under Section
422A of the Internal Revenue Code of 1986 (the "Code"). The
Option is in all respects limited and conditioned as hereinafter
provided, and is subject in all respects to the Plan's terms and
conditions as they may be amended from time to time in accordance
with the Plan (which terms and conditions are and automatically
shall be incorporated herein by reference and made a part hereof
and shall control in the event of any conflict with any other
terms of this Agreement).
The Option is granted subject to the approval of the Plan
on or before December 15, 1988 by the holders of at least
two-thirds (2/3) of the outstanding Shares. If said shareholder
approval is not obtained as aforesaid, the Plan, this Agreement,
and any and all actions (including without limitation the
granting and exercise of the Option) taken pursuant to or in
connection with either, shall be null and void or shall, if
necessary, be deemed to have been fully rescinded.
2. Purchase Price. The purchase price per share (the
"Option Price") of the Shares covered by the Option (the "Option
Shares") shall be $_____. It is the determination of the
Committee that the Option Price is not less than one hundred
percent (100%) of the fair market value of the Option Shares on
the Grant Date.
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3. Term. Unless earlier terminated pursuant to any
provision hereof or of the Plan, the Option shall expire on
__________ (the "Expiration Date").
4. Exercise of Option. The Option shall become
exercisable on _____________, which date is four (4) years after
the Grant Date if granted prior to 1988 or is exercisable in four
(4) installments beginning on the anniversary of the Grant Date
occurring in or after 1991 and each anniversary date thereafter.
The right of the Optionee to purchase the Option Shares which are
the subject of any installment of the Option which has become
exercisable may be exercised in whole or in part at any time or
times prior to the expiration or other termination of the Option.
The foregoing provisions of this Paragraph 4
notwithstanding, the exercisability of the Option is subject to
the terms and conditions of the Plan, including those set forth
in subsections (c) through (g) of Section 5 thereof.
5. Method of Exercising Option. Subject to the terms and
conditions of this Agreement and the Plan, the Option may be
exercised by written notice to the Company at its principal
office, which is presently located at 27 Bleeker Street, Post
Office Box 1008, Millburn, New Jersey 08873. Such notice (a
suggested form of which is attached hereto) shall state the
election to exercise the Option and the number of Option Shares
with respect to which it is being exercised; shall be signed by
the person or persons so exercising the Option; shall, if the
Company so requests, be accompanied by the investment certificate
referred to in Section 6 of the Plan; and shall be accompanied by
payment of the full Option Price of such Option Shares unless a
loan is permitted within the discretion of the Committee and in
accordance with the Plan. The Option Price shall be paid in
cash, check, bank draft or postal or express money order, except
to the extent a loan is otherwise permitted. Upon receipt of
such notice and payment, the Company, as promptly as practicable
shall deliver or cause to be delivered a certificate or
certificates representing the Shares with respect to which the
Option is so exercised. The certificate or certificates for such
Shares shall be registered in the name of the person or persons
so exercising the Option (or, if the Option is exercised by the
Optionee and if the Optionee shall so request in the notice
exercising the Option, shall be registered in the name of the
Optionee and his or her spouse, jointly, with right of
survivorship) and shall be delivered as provided above to or upon
the written order of the person or persons exercising the Option.
In the event the Option shall be exercised by any person or
persons after the death or legal disability of the Optionee, such
notice shall be accompanied by appropriate proof of the right of
such person or persons to exercise the Option. All Shares that
shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and nonassessable by the Company.
6. Non-Transferability of Option. The Option is not
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assignable or transferable, in whole or in part, by the Optionee,
otherwise 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 or, in the event of
legal disability, by the Optionee's legal representative.
7. Disqualifying Disposition of Option Shares. The
Optionee agrees to give written notice to the Company, at its
principal office, if a "disposition"' of the Shares acquired
through exercise of the Option granted hereunder occurs at any
time within two (2) years after the Grant Date or within one (1)
year after the transfer to the Optionee of such Shares. For
purposes of this Paragraph, the term "disposition" shall have the
meaning assigned to such term by section 425(c) of the Code.
8. Withholding of Taxes. The obligation of the Company
to deliver Shares upon the exercise of the Option shall be
subject to applicable Federal, state and local tax withholding
requirements.
9. Governing Law. This Agreement shall, to the maximum
extent possible, be construed in a manner consistent with the
Code provisions concerning incentive stock options, and its
interpretation shall otherwise be governed by the laws of the
State of New Jersey.
IN WITNESS WHEREOF, the Company has caused this Incentive
Stock Option Agreement to be executed by a duly authorized
officer, and the Optionee has hereunto set his hand and seal, all
as of the day and year first above written.
ATTEST
[Corporate Seal] ELSON T. KILLAM ASSOCIATES, INC.
By:_________________________ By:_______________________________
Assistant Secretary
_____________________________ __________________________________
Witness Grantee