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EXHIBIT 10.4
TRANSTECHNOLOGY CORPORATION
DIRECTOR STOCK OPTION AGREEMENT
Agreement dated as of September 15, 1994 between TransTechnology
Corporation, a Delaware corporation (the "Company"), and _________________
("Optionee"), residing at _____________________________________________________.
Whereas, pursuant to the TransTechnology Corporation Amended and Restated
1992 Long Term Incentive Plan of the Company (the "Plan"), the Board of
Directors and shareholders have authorized the granting to Optionee of an
incentive stock option to purchase shares of common stock of the Company upon
the terms and conditions hereinafter stated.
NOW THEREFORE, in consideration of the covenants herein set forth, the
parties agree as follows:
1. Shares & Price. The Company grants to Optionee the right to
purchase, upon and subject to the terms and conditions herein stated
and the terms and conditions of the Plan, all or any part of _______
shares of common stock ($.01 par value) of the Company (the
"Shares"), for cash at the price of $_______ per share.
2. Term of Option. This option shall expire on September 15, 1999.
3. Installments. Subject to the provisions hereof, this option shall
become exercisable on September 15, 1995.
4. Exercise. This option may only be exercised by delivery to the
Company of (i) a written notice of exercise, in form acceptable to
the Company, stating the number of Shares then being purchased
hereunder, and (ii) a check, or cash, in the amount of the purchase
price of such shares (or, at the discretion of the Board of
Directors, with Shares of Company with a market value equal to the
purchase price at date of exercise).
5. Termination of Service as a Director. If Optionee ceases to be a
director of the Company for any reason other than his death or
disability, either Optionee or the person entitled to succeed to his
rights hereunder shall have the right, at any time within ninety
days after such termination and prior to the expiration of this
option pursuant to Paragraph 2 hereof, to exercise this option to
the extent, but only to the extent, that this option was exercisable
and had not
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previously been exercised at the date of such termination of
employment; provided, however, that all rights under this option
shall expire in any event on the day specified in Paragraph 2 hereof
or ninety days after Optionee terminates service as a Director,
whichever first occurs.
6. Death of Optionee & No Assignment. The option shall not be
assignable or transferable except by will or by the laws of descent
and distribution and shall be exercisable during his lifetime only
by the Optionee. If Optionee shall become disabled or die while in
the employ of the Company, the Optionee or the person entitled to
succeed to his rights hereunder may exercise this option until the
first to occur of (i) the date one year from the date of the
Optionee's disability or death, or (ii) the date such option expires
pursuant to Paragraph 2 hereof to the extent that Optionee was
entitled to exercise this Option at the date of his disability or
death.
7. Service of Optionee. In consideration of the granting of this Option
by the Company, the Optionee agrees to render faithful and efficient
services to the Company as a director for a period of at least one
year from the date this Option is granted.
8. No Rights as Stockholders. Optionee shall have no rights as a
stockholder with respect to the Shares covered by the Option until
the date of the issuance of stock certificates to him. No adjustment
will be made for dividends or other rights for which the record date
is prior to the date such stock certificates are issued pursuant to
the exercise of options granted hereunder.
9. Modification and Termination. The rights of Optionee are subject to
modification and termination in certain events as provided in the
Plan.
10. Shares Purchased for Investment. Optionee represents and agrees that
if he exercises this option in whole or in part, he shall acquire
the shares upon such exercise for the purpose of investment and not
with a view to their resale or distribution. The Company reserves
the right to include a legend of each certificate representing
shares subject to this option, stating in effect that such shares
have not been registered under the Securities Act of 1933, as
amended.
11. This Agreement Subject to Plan. This agreement is made pursuant to
all of the provisions of the Plan, and is intended, and shall be
interpreted in a manner, to comply therewith. Any provision hereof
inconsistent with the Plan shall be superseded and governed by the
Plan.
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12. Gender. Unless the context otherwise requires, the masculine gender
includes the feminine.
13. Notices. Any notices or other communication required or permitted
hereunder shall be sufficiently given if delivered personally or
sent by registered or certified mail, postage prepaid, to the
Company at its corporate headquarters, and to the Optionee at the
address above, or to such other address as shall be furnished in
writing by either party to the other party, and shall be deemed to
have been given as of the date so delivered or deposited in the
United States mail, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed this agreement.
TRANSTECHNOLOGY CORPORATION
("Company")
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Michael J. Berthelot
Chairman, President and CEO
("Optionee")
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Optionee Name
Grant Number: 00
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VD:2033
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