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Exhibit 10.2
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NOTICE OF GRANT OF STOCK OPTIONS AAVID THERMAL TECHNOLOGIES, INC.
AND OPTION AGREEMENT ID: 02-0466826
One Eagle Square, Suite 509
Concord, NH 03301, USA
Telephone: (603) 224-1117
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STEPHEN D. ELDRED OPTION NUMBER: 00000356
94 SCHOOL STREET PLAN: ISO
CONCORD, NH 03301 ID: ###-##-####
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Effective 6/19/97, you have been granted a(n) Incentive Stock Option to buy
65,000 shares of Aavid Thermal Technologies, Inc. (the Company) stock at
$16.5000 per share.
The total option price of the shares granted is $1,072,500.00.
Shares in each period will become fully vested on the date shown.
Shares Vest Type Full Vest Expiration
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16,250 On Vest Date 8/20/97 6/19/07
16,250 On Vest Date 8/20/98 6/19/07
16,250 On Vest Date 8/20/99 6/19/07
16,250 On Vest Date 8/20/00 6/19/07
The terms of the Plan and any rules and regulations of the committee of the
Board of Directors of the Company that administers the Plan are incorporated in
this Agreement as if fully set forth in it. On the reverse side of this
Agreement are some additional terms of this Option and a brief description of
some of the provisions of the Plan. In the case of any ambiguity or any conflict
between the terms on the reverse side and the Plan, the provisions of the Plan
shall govern.
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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.
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/s/ Ronald F. Borelli November 14, 1997
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Aavid Thermal Technologies, Inc. Date
/s/ Stephen D. Eldred April 22, 1998
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Stephen D. Eldred Date
Date: 11/14/97
Time: 2:50:00 PM
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ADDITIONAL INCENTIVE STOCK OPTION AGREEMENT TERMS
1. Not an Agreement to Employ. Nothing in this Option Agreement in any way
affects your right to resign from the Company's employ or the Company's
right to terminate your employment.
2. Exercises. For an exercise to be effective, the Company must receive from
you:
a) A written notice signed by you stating the Option Grant Date and the
number of Option Shares you wish to purchase; and
b) Payment for the Option Shares either (i) by cashier's or certified
check; or (ii) by the surrender of company common stock having a fair
market value equal to the purchase price of the Option Shares being
purchased, all according to the rules and regulations of the
Committee.
3. Option Shares. The Company will not be obligated to deliver any Option
Shares to you unless:
a) Provision acceptable to the Company has been made for the payment of
any federal, state and local taxes that are due or that are required
to be withheld by the Company because of the purchase of the Option
Shares:
b) There has been compliance with all federal and state laws and
regulations that the Company deems applicable, and all other legal
matters in connection with the issuance and delivery of the Option
Shares have been approved by the Company's counsel.
4. Non-Transferability. Except as expressly otherwise provided in the Plan,
this Option is exercisable only by you during your lifetime. In addition,
this Option may not be assigned or transferred except by your will or
according to laws of descent and distribution in the absence of a will.
5. Termination of Employment. You must be employed on the Vest Date for the
Option shares to vest. The time you have to exercise the vested Option
Shares may vary depending on the reason for termination.
a) If the termination of your employment is by reason of your death, this
Option may be exercised as to all then vested and unexercised shares
by your estate, personal representative or beneficiary at any time
prior to the earlier of the specified expiration date or one year from
the date of your death.
b) If the termination of your employment is by reason of your disability
or retirement, you may exercise this Option as to all then vested and
unexercised shares at any time prior to the earlier of the specified
expiration date or one year from the date of the termination of your
employment.
c) If the termination of your employment is for fraud, dishonesty or
conviction of a felony (as determined by the Committee), this Option
shall terminate effective upon the termination of your employment.
d) If the termination of your employment is for any other reason, you may
exercise this Option as to all then vested and unexercised shares at
any time prior to 90 days after your employment terminates.
6. Adjustment. As more fully described in the Plan, the number and kind of
shares issuable under this Option and the Option Price per Share will be
adjusted to account for any reorganization, merger, recapitalization, or
the like, that affects the Company's shares.
YOU SHOULD ALSO REFER TO THE 1994 STOCK OPTION PLAN.
A COPY WILL BE FURNISHED TO YOU ON REQUEST.