Exhibit 4(ii)
INCENTIVE STOCK OPTION CERTIFICATE
INSITUFORM TECHNOLOGIES, INC.
1992 DIRECTOR STOCK OPTION PLAN
Date of Grant:
Name of Optionee:
Number of Shares:
Price Per Share: $
This is to certify that, effective on the date of grant
specified above (which shall in no event be after March 31, 2002),
the Board of Directors of Insituform Technologies, Inc. (the
"Company") or, as determined by the Board of Directors in its sole
discretion, a committee from time to time appointed by the Board
of Directors and consisting of not less than two of its members
(the Board of Directors, or such committee, hereinafter referred
to as the "Committee") has granted to the above-named optionee
(the "Optionee") an option to purchase from the Company, for the
price per share set forth above, the number of shares of Class A
Common Stock, $.01 par value (the "Stock"), of the Company set
forth above pursuant to the Company's 1992 Director Stock Option
Plan (the "Plan"). This option is granted pursuant to Section 6
of the Plan and, except as otherwise provided herein, shall be
treated as an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
The terms and conditions of the option granted hereby, in
addition to the terms and conditions contained in the Plan, are as
follows:
1. The price at which each share of Stock subject to this
option may be purchased shall be the price set forth above,
subject to any adjustments which may be made pursuant to Section 9
hereof, provided that it shall in no event be less than the market
value (as determined pursuant to Section 4 hereof) per share of
Stock on the date of grant, and provided further that in the event
the Optionee owns on the date of grant stock possessing more than
10% of the total combined voting power of all classes of stock of
the Company or of any parent or subsidiary corporation (within the
meaning of Sections 424 (e) and (f) of the Code and referred to
herein as "Parent" and "Subsidiary", respectively), the price per
share shall not be less than 110% of the market value per share of
Stock on the date of grant.
2. Subject to the terms and conditions set forth herein,
this option may be exercised to purchase shares of Stock covered
by this option only in accordance with the following schedule:
Cumulative Percentage
of Aggregate Number of
Shares of Stock Covered
Commencement of by Option Which May be
Exercise Period Purchased
--------------- ------------------------
Date of grant.................................. 100%
less, in the case of each exercise period, the number of shares of
Stock, if any, previously purchased hereunder. This option shall
terminate and no shares of Stock may be purchased hereunder more
than ten years after the date of grant, provided that in the event
the Optionee owns on the date of grant stock possessing more than
10% of the total combined voting power of all classes of stock of
the Company or any Parent or Subsidiary thereof, this option shall
terminate and no shares of stock may be purchased more than five
years after the date of grant.
3. Except as provided in Section 7 hereof, this option may
not be exercised unless the Optionee is in the service of the
Company or any Parent or Subsidiary at the time of such exercise
and shall have been in such service continuously since the date of
the grant of this option.
4. Subject to the terms and conditions set forth herein,
the Optionee may exercise this option at any time as to all or any
of the shares of Stock then purchasable in accordance with Section
2 hereof by delivering to the Company written notice specifying:
(i) the number of whole shares of
Stock to be purchased together with payment
in full of the aggregate option price of such
shares;
(ii) the address to which dividends,
notices, reports, etc. are to be sent; and
(iii) the Optionee's social security
number.
Only one Stock certificate will be issued unless the Optionee
otherwise requests in writing. Payment shall be in cash, or by
certified or bank cashier's check payable to the order of the
Company, free from all collection charges; provided, however, that
payment may be made in shares of Stock owned by the Optionee
having a market value on the date of exercise equal to the
aggregate purchase price, or in a combination of cash and Stock.
For purposes of the Plan, the market value per share of Stock
shall be the last sale price regular way on the date of reference,
or, in case no sale takes place on such day, the average of the
closing bid and asked prices regular way, in either case on the
principal national securities exchange on which the Stock is
listed or admitted to trading, or if the Stock is not listed or
admitted to trading on any national securities exchange, the last
sale price of the Stock as reported on the National Association of
Securities Dealers Automated Quotation ("NASDAQ") National Market
System on such date, or if the Stock is not so reported, the
average of the closing high bid and low asked prices of the Stock
in the over-the-counter market on such date, as reported on
NASDAQ, or if there are no such prices reported on NASDAQ on such
date, as furnished to the Committee by any New York Stock Exchange
member selected from time to time by the Committee for such
purpose. If there is no bid or asked price reported on any such
date, the market value shall be determined by the Committee in
accordance with the regulations promulgated under Section 2031 of
the Code, or by any other appropriate method selected by the
Committee. No Optionee shall be entitled to any rights as a
stockholder of the Company in respect of any shares of Stock
covered by this option until such shares of Stock shall have been
paid for in full and issued to the Optionee.
5. As soon as practicable after the Company receives
payment for shares of Stock covered by this option, it shall
deliver a certificate or certificates representing the shares of
Stock so purchased to the Optionee, registered in the name of the
Optionee.
6. This option is personal to the Optionee and during the
Optionee's lifetime may be exercised only by the Optionee. This
option shall not be transferable other than by will or the laws of
descent and distribution; provided, however, the Optionee may
designate a beneficiary or beneficiaries, in the event of the
death of the Optionee, to exercise the rights of the Optionee and
receive the Stock issued hereunder, such designation to be
provided in such form as shall be prescribed by the Committee, and
shall be effective upon delivery to the Company, and when
effective shall revoke all prior designations. If the Optionee
dies with no such beneficiary designation in effect, this Option
shall be transferred by will or pursuant to the laws of descent
and distribution.
7. In the event that the Optionee's service or employment
with the Company or of any Parent or Subsidiary, whether as a
director of the Company or an employee or consultant of the
Company or any Parent or Subsidiary (hereinafter the "Optionee's
service" and the "Optionee's employment", respectively), is
terminated prior to the time that this option has been fully
exercised, this option shall be exercisable, as to any remaining
shares of Stock subject hereto, only in the following
circumstances:
(i) If (x) the Optionee's service as a
director is terminated for any reason, and
(y) the Optionee is not an employee or
consultant of the Company or any Parent or
Subsidiary thereof, or the Optionee's
employment is terminated at or after age 60
or by action of the Company, this option may
be exercised by the Optionee within 30 days
after the last such termination, but only as
to any shares exercisable on the date the
Optionee's service and/or employment so
terminates;
(ii) if the Optionee's service and/or
employment is terminated by reason of the
Optionee's total and permanent disability
(pursuant to the terms of any employee
disability benefit plan maintained by the
Company or any Parent or Subsidiary thereof)
while employed by the Company or any Parent
or Subsidiary thereof, this option shall
thereupon become exercisable in full by the
Optionee within 30 days after such
termination;
(iii) In the event of the death of the
Optionee during the 30-day period after
termination of service and/or employment
covered by (i) above, the Optionee's
beneficiary or the person or persons to whom
his rights are transferred by will or the
laws of descent and distribution shall have a
period of one year from the date of his death
to exercise any options which were
exercisable by the Optionee at the time of
his death;
(iv) In the event of the death of the
Optionee while serving as a director or
employed, this option shall thereupon become
exercisable in full, and the person or
persons to whom the Optionee's rights are
transferred by will or the laws of descent
and distribution shall have a period of one
year from the date of the Optionee's death to
exercise such option.
Any options exercised pursuant to the foregoing clause (iii) shall
be treated for all purposes of the Plan as non-statutory stock
options. The provisions of the foregoing clauses (ii) and (iii)
shall apply to this option to the extent permitted by Section
422(d) of the Code and any option in excess thereof shall,
immediately upon the occurrence of the event described in the
foregoing clauses (ii) and (iii), be treated for all purposes of
the Plan as nonstatutory stock options and shall be immediately
exercisable as such as provided in the foregoing clauses (ii) and
(iii). Notwithstanding the foregoing, this option shall in no
event be exercisable after the date of termination of such option
specified in Section 2 hereof.
8. This option does not confer on the Optionee any right
to continue in the service of the Company or interfere in any way
with the right of the Company to determine the terms of the
Optionee's service. The grant of any option under the Plan is
entirely within the discretion of the Committee and the grant of
any option under the Plan does not entitle the Optionee to any
further grants of options under the Plan unless the Committee in
its sole discretion so determines to grant further options to the
Optionee.
9. In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other change in the
corporate structure or shares of the Company, the Committee shall
make such adjustments, if any, as it deems appropriate in the
number and kind of shares covered by this option, or in the option
price per share hereunder.
10. This option shall be subject to the requirement that if
at any time the Board of Directors shall determine that the
registration, listing or qualification of the shares of Stock
covered hereby upon any securities exchange or under any federal
or state law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of this option or the purchase of
shares of Stock hereunder, this option may not be exercised unless
and until such registration, listing, qualification, consent or
approval shall have been effected or obtained free of any
conditions not acceptable to the Board of Directors. The
Committee may require that the person exercising this option shall
make such representations and agreements and furnish such
information as it deems appropriate to assure compliance with the
foregoing or any other applicable legal requirements.
11. This option and the terms and conditions herein set
forth are subject in all respects to the terms and conditions of
the Plan, which shall be controlling. All interpretations or
determinations of the Committee shall be binding and conclusive
upon the Optionee and his legal representatives on any question
arising hereunder or under the Plan.
12. The Optionee shall be responsible for all income, FICA
and Medicare taxes applicable to any income realized upon the
exercise of any option hereunder.
13. By acceptance of this option, the Optionee agrees that
in the event the Optionee sells or otherwise disposes of any
shares of Stock subject to this option on or prior to (i) the date
two years from the date of the grant of this option, or (ii) the
date one year from the transfer of any of such shares to him
pursuant to the exercise of this option or any portion thereof,
the Optionee shall promptly upon the occurrence of any such event
(x) give notice to the Company of the occurrence thereof, which
notice shall specify the manner in which such shares of Stock were
sold or disposed of and the consideration received therefor, (y)
furnish to the Company such other information as may reasonably be
requested by the Company, and (z) to the extent required by the
Company, pay to the Company the amount of any taxes which the
Company may be required to withhold with respect to such shares.
14. All notices hereunder to the Company shall be delivered
or mailed to the following address:
Insituform Technologies, Inc.
702 Spirit 40 Park Drive
Chesterfield, MO 63005
Attention: Secretary
Such address for the service of notices may be changed at any time
provided notice of such change is furnished in advance to the
Optionee.
INSITUFORM TECHNOLOGIES, INC.
By
--------------------------------
-----------------------------------
Option Holder
STOCK OPTION CERTIFICATE
INSITUFORM TECHNOLOGIES, INC.
1992 DIRECTOR STOCK OPTION PLAN
Date of Grant:
Name of Optionee:
Number of Shares:
Price Per Share:
This is to certify that, effective on the date of grant
specified above (which shall in no event be after March 31, 2002),
the Board of Directors of Insituform Technologies, Inc. (the
"Company"), or, as determined by the Board of Directors in its
sole discretion, a committee from time to time appointed by the
Board of Directors and consisting of not less than two of its
members (the Board of Directors, or such committee, hereinafter
referred to as the "Committee") has granted to the above-named
optionee (the "Optionee") an option to purchase from the Company,
for the price per share set forth above, the number of shares of
Class A Common Stock, $.01 par value (the "Stock"), of the Company
set forth above pursuant to the Company's 1992 Director Stock
Option Plan (the "Plan"). This option shall not be treated as an
"incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
The terms and conditions of the option granted hereby, in
addition to the terms and conditions contained in the Plan, are as
follows:
1. The price at which each share of Stock subject to this
option may be purchased shall be the price set forth above,
subject to any adjustments which may be made pursuant to Section 9
hereof.
2. Subject to the terms and conditions set forth herein,
this option may be exercised to purchase shares of Stock covered
by this option only in accordance with the following schedule:
Cumulative Percentage
of Aggregate Number of
Shares of Stock Covered
Commencement of by Option Which May be
Exercise Period Purchased
---------------- ------------------------
Date of grant.................................. 100%
less, in the case of each exercise period, the number of shares of
Stock, if any, previously purchased hereunder. This option shall
terminate and no shares of Stock may be purchased hereunder more
than ten years after the date of grant.
3. Except as provided in Section 7 hereof, this option may
not be exercised unless the Optionee is in the service of the
Company or any parent or subsidiary corporation (within the
meaning of Sections 424 (e) and (f) of the Code and referred to
herein as "Parent" and "Subsidiary", respectively), at the time of
such exercise and shall have been in such service continuously
since the date of the grant of this option.
4. Subject to the terms and conditions set forth herein,
the Optionee may exercise this option at any time as to all or any
of the shares of Stock then purchasable in accordance with Section
2 hereof by delivering to the Company written notice specifying:
(i) the number of whole shares of
Stock to be purchased together with payment
in full of the aggregate option price of such
shares;
(ii) the address to which dividends,
notices, reports, etc. are to be sent; and
(iii) the Optionee's social security
number.
Only one Stock certificate will be issued unless the Optionee
otherwise requests in writing. Payment shall be in cash, or by
certified or bank cashier's check payable to the order of the
Company, free from all collection charges; provided, however, that
payment may be made in shares of Stock owned by the Optionee
having a market value on the date of exercise equal to the
aggregate purchase price, or in a combination of cash and Stock.
For purposes of the Plan, the market value per share of Stock
shall be the last sale price regular way on the date of reference,
or, in case no sale takes place on such day, the average of the
closing bid and asked prices regular way, in either case on the
principal national securities exchange on which the Stock is
listed or admitted to trading, or if the Stock is not listed or
admitted to trading on any national securities exchange, the last
sale price of the Stock as reported on the National Association of
Securities Dealers Automated Quotation ("NASDAQ") National Market
System on such date, or if the Stock is not so reported, the
average of the closing high bid and low asked prices of the Stock
in the over-the-counter market on such date, as reported on
NASDAQ, or if there are no such prices reported on NASDAQ on such
date, as furnished to the Committee by any New York Stock Exchange
member selected from time to time by the Committee for such
purpose. If there is no bid or asked price reported on any such
date, the market value shall be determined by the Committee in
accordance with the regulations promulgated under Section 2031 of
the Code, or by any other appropriate method selected by the
Committee. No Optionee shall be entitled to any rights as a
stockholder of the Company in respect of any shares of Stock
covered by this option until such shares of Stock shall have been
paid for in full and issued to the Optionee.
5. As soon as practicable after the Company receives
payment for shares of Stock covered by this option, it shall
deliver a certificate or certificates representing the shares of
Stock so purchased to the Optionee, registered in the name of the
Optionee.
6. This option is personal to the Optionee and during the
Optionee's lifetime may be exercised only by the Optionee. This
option shall not be transferable other than by will or the laws of
descent and distribution; provided, however, the Optionee may
designate a beneficiary or beneficiaries, in the event of the
death of the Optionee, to exercise the rights of the Optionee and
receive the Stock issued hereunder, such designation to be
provided in such form as shall be prescribed by the Committee, and
shall be effective upon delivery to the Company, and when
effective shall revoke all prior designations. If the Optionee
dies with no such beneficiary designation in effect, this Option
shall be transferred by will or pursuant to the laws of descent
and distribution.
7. In the event that the Optionee's service or employment
with the Company or of any Parent or Subsidiary, whether as a
director of the Company or an employee or consultant of the
Company or any Parent or Subsidiary (hereinafter the "Optionee's
service" and the "Optionee's employment", respectively), is
terminated prior to the time that this option has been fully
exercised, this option shall be exercisable, as to any remaining
shares of Stock subject hereto, only in the following
circumstances:
(i) If (x) the Optionee's service as a
director is terminated for any reason, and
(y) the Optionee is not an employee or
consultant of the Company or any Parent or
Subsidiary thereof, or the Optionee's
employment is terminated at or after age 60
or by action of the Company, this option may
be exercised by the Optionee within 30 days
after the last such termination, but only as
to any shares exercisable on the date the
Optionee's service and/or employment so
terminates;
(ii) if the Optionee's service and/or
employment is terminated by reason of the
Optionee's total and permanent disability
(pursuant to the terms of any employee
disability benefit plan maintained by the
Company or any Parent or Subsidiary thereof)
while employed by the Company or any Parent
or Subsidiary thereof, this option shall
thereupon become exercisable in full by the
Optionee within 30 days after such
termination;
(iii) In the event of the death of the
Optionee during the 30-day period after
termination of service and/or employment
covered by (i) above, the Optionee's
beneficiary or the person or persons to whom
his rights are transferred by will or the
laws of descent and distribution shall have a
period of one year from the date of his death
to exercise any options which were
exercisable by the Optionee at the time of
his death;
(iv) In the event of the death of the
Optionee while serving as a director or
employed, this option shall thereupon become
exercisable in full, and the person or
persons to whom the Optionee's rights are
transferred by will or the laws of descent
and distribution shall have a period of one
year from the date of the Optionee's death to
exercise such option.
Notwithstanding the foregoing, this option shall in no event be
exercisable after the date of termination of such option specified
in Section 2 hereof.
8. This option does not confer on the Optionee any right
to continue in the service of the Company or interfere in any way
with the right of the Company to determine the terms of the
Optionee's service. The grant of any option under the Plan is
entirely within the discretion of the Committee and the grant of
any option under the Plan does not entitle the Optionee to any
further grants of options under the Plan unless the Committee in
its sole discretion so determines to grant further options to the
Optionee.
9. In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other change in the
corporate structure or shares of the Company, the Committee shall
make such adjustments, if any, as it deems appropriate in the
number and kind of shares covered by this option, or in the option
price per share hereunder.
10. This option shall be subject to the requirement that if
at any time the Board of Directors shall determine that the
registration, listing or qualification of the shares of Stock
covered hereby upon any securities exchange or under any federal
or state law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of this option or the purchase of
shares of Stock hereunder, this option may not be exercised unless
and until such registration, listing, qualification, consent or
approval shall have been effected or obtained free of any
conditions not acceptable to the Board of Directors. The
Committee may require that the person exercising this option shall
make such representations and agreements and furnish such
information as it deems appropriate to assure compliance with the
foregoing or any other applicable legal requirements.
11. This option and the terms and conditions herein set
forth are subject in all respects to the terms and conditions of
the Plan, which shall be controlling. All interpretations or
determinations of the Committee shall be binding and conclusive
upon the Optionee and his legal representatives on any question
arising hereunder or under the Plan.
12. The Optionee shall be responsible for all income, FICA
and Medicare taxes applicable to any income realized upon the
exercise of any option hereunder.
13. All notices hereunder to the Company shall be delivered
or mailed to the following address:
Insituform Technologies, Inc.
702 Spirit 40 Park Drive
Chesterfield, MO 63005
Attention: Secretary
Such address for the service of notices may be changed at any time
provided notice of such change is furnished in advance to the
Optionee.
INSITUFORM TECHNOLOGIES, INC.
By
----------------------------------
-------------------------------------
, Option Holder
corp\ina\stk-optn\stopdiso.00.doc 17