EXHIBIT 10.3
INITIAL USAGE DATE: 1/2/06
INCENTIVE STOCK OPTION AGREEMENT TERMS - OFFICER
UNDER THE PERCEPTRON, INC. 2004 STOCK INCENTIVE PLAN
THESE STOCK OPTION AGREEMENT TERMS pertain to stock options granted
effective ________________ under the 2004 Stock Incentive Plan (the "Plan") as
detailed in the accompanying Notice of Grant of Stock Options and Option
Agreement (the "Notice") between Perceptron, Inc., a Michigan corporation (the
"Corporation"), and the employee named in the Notice who is currently employed
by the Corporation or one of its subsidiaries (the "Optionee"). A copy of the
2004 Stock Incentive Plan is not attached hereto but is available upon written
request made to the Secretary of the Corporation.
1. GRANT OF OPTION. Subject to the terms and conditions hereof, the
Corporation hereby grants to the Optionee an option to purchase from the
Corporation up to, but not exceeding in the aggregate, the number of
shares of the Corporation's Common Stock detailed in the accompanying
Notice at the price per share designated in the Notice. This option is
intended to constitute an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code ("Code").
2. RIGHT TO EXERCISE OPTION. Unless otherwise indicated in the Notice, the
Optionee may purchase from the Corporation on and after the first
anniversary of the date of grant, 25% of the shares covered by this
option, and on each succeeding one year anniversary thereof may exercise
an additional 25% of the shares covered by the option, so that on the
fourth anniversary of the date of grant this option shall be fully
exercisable. To the extent not exercised, installments shall accumulate
and the Optionee may exercise them in whole or in part in any subsequent
period. Unless a shorter period is specified in the Notice under the
"Expiration" column, and notwithstanding any provision of this Agreement,
no portion of this option shall be exercisable on or after the tenth
anniversary of the date of grant. The Committee (as defined in the Plan),
in its sole discretion, may accelerate the time at which this option may
be exercised in whole or in part.
3. TERMINATION OF EMPLOYMENT. If, prior to the date that this option shall
first become exercisable, the Optionee's employment with the Corporation
or any of its subsidiaries shall be terminated for any reason, the
Optionee's right to exercise this option shall terminate and all rights
hereunder shall cease. As used in this Agreement, the term "subsidiary" of
the Corporation means any "subsidiary corporation" as defined in Section
424(f) of the Code, the term "employment" means employment with the
Corporation or any subsidiary of the Corporation, and the term
"disability" means "total and permanent disability," as defined in Section
22(e) of the Code.
If, on or after the date that this option shall first become exercisable,
the Optionee's employment shall be terminated for any reason other than
death or disability, the Optionee shall have the right to exercise this
option to the extent that it shall have been exercisable and
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unexercised on the date of such termination of services, at any time on or
before the earlier of: (i) the expiration date of the option, or (ii)
three (3) months after the date of such termination of employment, subject
to any other limitation on the exercise of such option in effect at the
date of exercise.
If on or after the date that this option shall first become exercisable
the Optionee's employment shall be terminated due to death or disability,
the Optionee or the executor or administrator of the estate of the
Optionee (as the case may be) or the person or persons to whom the option
shall have been transferred by will or by the laws of descent and
distribution, shall have the right to exercise this option, at any time on
or before the earlier of: (i) the expiration date of the option, or (ii)
one (1) year from the date of the Optionee's death or disability, to the
extent that it was exercisable and unexercised on the date of the
Optionee's death or disability, subject to any other limitation on
exercise in effect at the date of exercise.
The transfer of the Optionee from one corporation to another among the
Corporation and any of its subsidiaries, or a leave of absence with the
written consent of the Corporation, shall not be a termination of services
for purposes of this option.
4. CHANGE IN CONTROL. Notwithstanding the provisions of Section 2 "Right to
Exercise Option" and Section 3 "Termination of Employment" of this
Agreement, in the event of a Change in Control, any portion of this option
that is then not exercisable shall become immediately exercisable. For
purposes hereof, a "Change in Control" shall be deemed to have occurred in
the event of (i) a merger involving the Corporation in which the
Corporation is not the surviving corporation (other than a merger with a
wholly-owned subsidiary of the Corporation formed for the purpose of
changing the Corporation's corporate domicile); (ii) a share exchange in
which the shareholders of the Corporation exchange their stock in the
Corporation for stock of another corporation (other than a share exchange
in which all or substantially all of the holders of the voting stock of
the Corporation, immediately prior to the transaction, exchange, on a pro
rata basis, their voting stock of the Corporation for more than 50% of the
voting stock of such other corporation); (iii) the sale of all or
substantially all of the assets of the Corporation; or (iv) any person or
group of persons (as defined by Section 13(d) of the Securities Exchange
Act of 1934, as amended) (other than any employee benefit plan or employee
benefit trust benefiting the employees of the Corporation) becoming a
beneficial owner, directly or indirectly, of securities of the Corporation
representing more than fifty (50%) percent of either the then outstanding
Common Stock of the Corporation, or the combined voting power of the
Corporation's then outstanding voting securities.
In the event of a Change of Control, the Committee may, in its sole
discretion and without the consent of the Optionee, cancel this option in
exchange for a payment with respect to each vested share of Common Stock
as provided in Section 9.2(b) of the Plan.
5. EXERCISE OF OPTION.
(a) At any time that this option may be exercised as provided in this
Agreement, the Optionee may exercise any portion of this option
which is then exercisable, in whole
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or in part, by delivery to the Corporation of a written notice, in the
form attached hereto, signed by the Optionee.
(b) In addition, the Optionee shall deliver, on the date of exercise:
(i) cash equal to the purchase price of the shares being
purchased,
(ii) such documents as are or may be required under the terms of
Section 2.4(b) of the Plan to effect a cashless exercise,
except to the extent that the Corporation determines that the
Optionee is not permitted to use a cashless exercise under
applicable law, or
(iii) Permitted Shares with a Fair Market Value (as defined in the
Plan and determined as of the date of exercise of the option)
equal to the purchase price of the shares being purchased and
in accordance with Section 2.4 of the Plan (the "Delivered
Shares Method").
(c) "Permitted Shares" are shares of Corporation Common Stock to be
delivered to pay the exercise price of the option (the "Delivered
Shares"):
(i) which have been owned by the Optionee for at least six months
prior to the date of delivery, or
(ii) if they have not been owned by the Optionee for at least six
months prior to the date of delivery, the Optionee then owns,
and has owned for at least six months prior thereto, a number
of shares of Corporation Common Stock at least equal in number
to the Delivered Shares.
(d) Shares which have been counted during the prior six months as owned
by the Optionee for purposes of determining whether the Optionee may
exercise options to purchase Common Stock pursuant to the Delivered
Shares Method:
(i) may not be used as Delivered Shares, and
(ii) may not be counted as owned by the Optionee for purposes of
making calculations under the Delivered Shares Method.
6. COMPLIANCE WITH SECURITIES LAWS. Anything to the contrary herein
notwithstanding, the Corporation's obligation to sell and deliver stock
under this option is subject to such compliance with federal and state
laws, rules and regulations applying to the authorization, issuance or
sale of securities, and applicable stock exchange requirements, as the
Corporation deems necessary or advisable.
7. NON-ASSIGNABILITY. The option hereby granted shall not be transferable by
the Optionee other than by will or the laws of descent and distribution,
and the option may be exercised during the Optionee's lifetime only by the
Optionee. Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the option
shall be effective to bind the Corporation unless the Corporation shall
have been
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furnished with written notice thereof and a copy of the will and/or such
other evidence as the Corporation may deem necessary to establish the
validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions of this Agreement. No assignment
or transfer of this option, or of the rights represented thereby, whether
voluntary or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee any
interest or right herein whatsoever.
8. DISPUTES. As a condition of the granting of the option granted hereby, the
Optionee and the Optionee's successors and assigns agree that any dispute
or disagreement which shall arise under or as a result of this Agreement
shall be determined by the Committee in its sole discretion and judgment
and that any such determination and any interpretation by the Committee of
the terms of this Agreement shall be final and shall be binding and
conclusive for all purposes.
9. ADJUSTMENTS. In the event of any stock dividend, subdivision or
combination of shares, reclassification, or similar transaction affecting
the shares covered by this option, determined by the Committee to be
covered by this Section 9, a proposed dissolution or liquidation of the
Corporation, a merger of the Corporation with or into another corporation
where the Corporation is not the surviving corporation, but its stock is
exchanged for stock of the parent Corporation of the other party to the
merger, the sale of substantially all of the assets of the Corporation,
the reorganization of the Corporation or other similar transaction
determined by the Committee to be covered by this Section 9, a proposed
spin-off or a transfer by the Corporation of a portion of its assets
resulting in the employment of the Optionee by the spin-off entity or the
entity acquiring assets of the Corporation, the rights of the Optionee
shall be as provided in Section 9.1 of the Plan and any adjustment therein
provided shall be made in accordance with Section 9.1 of the Plan.
10. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a shareholder
of the Corporation with respect to any of the shares covered by this
option until the issuance of a stock certificate or certificates upon the
exercise of the option in full or in part, and then only with respect to
the shares represented by such certificate or certificates.
11. NOTICES. Every notice relating to this Agreement shall be in writing and
if given by mail shall be given by registered or certified mail with
return receipt requested. All notices to the Corporation shall be
delivered to the Secretary of the Corporation at the Corporation's
headquarters or addressed to the Secretary of the Corporation at the
Corporation's headquarters. All notices by the Corporation to the Optionee
shall be delivered to the Optionee personally or addressed to the Optionee
at the Optionee's last residence address as then contained in the records
of the Corporation or such other address as the Optionee may designate.
Either party by notice to the other may designate a different address to
which notices shall be addressed. Any notice given by the Corporation to
the Optionee at the Optionee's last designated address shall be effective
to bind any other person who shall acquire rights hereunder.
12. "OPTIONEE" TO INCLUDE CERTAIN TRANSFEREES. Whenever the word "Optionee" is
used in
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any provision of this Agreement under circumstances where the provision
should logically apply to any other person or persons to whom the option,
in accordance with the provisions of Section 6 hereof, may be transferred,
the word "Optionee" shall be deemed to include such person or persons.
13. GOVERNING LAW. This Agreement has been made in and shall be construed in
accordance with the laws of the State of Michigan, without regard to its
choice of law rules.
14. PROVISIONS OF PLAN CONTROLLING. The provisions hereof are subject to the
terms and provisions of the Plan, copies of which are available for review
upon request. In the event of any conflict between the provisions of this
option and the provisions of the Plan, the provisions of the Plan shall
control, except to the extent that the provisions of this option limit or
restrict the rights of the Optionee to a greater extent than set forth in
the Plan.
15. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
16. CAPTIONS. The captions to the sections and subsections contained in this
Agreement are for reference only, do not form a substantive part of this
Agreement and shall not restrict or enlarge substantive provisions of this
Agreement.
17. PARTIES IN INTEREST. This Agreement shall bind and shall inure to the
benefit of the parties hereto, their respective permitted successors and
assigns.
18. COMPLETE AGREEMENT. This Agreement shall constitute the entire agreement
between the parties hereto and shall supersede all proposals, oral or
written, and all other communications between the parties relating to the
subject matter of this Agreement.
19. MODIFICATIONS. The terms of this Agreement cannot be modified except in
writing and signed by each of the parties hereto.
20. SEVERABILITY. In the event that any one or more of the provisions of this
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.
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NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
UNDER THE PERCEPTRON, INC. 2004 STOCK INCENTIVE PLAN
Perceptron, Inc.
47827 Halyard Drive
Plymouth, MI 48170
Dear Sir:
An incentive stock option was granted to me on ___________ ,_______ to purchase
________ shares of Perceptron, Inc. Common Stock at a price of $ ________ per
share.
I hereby elect to exercise my incentive stock option with respect to shares for
an aggregate purchase price of $___________ . I hereby elect to pay for such
shares as follows:
Personal Check $_______
Cash $_______
Bank Draft $_______
Money Order $_______
Cashless Exercise $_______
Perceptron Common Stock $_______
Total $_______
A personal check or cash, bank draft or money order for the purchase price is
enclosed herewith.
Documents as are required to effect a cashless exercise are enclosed.
I hereby elect to exercise my stock option with respect to __________ shares
through a combination of cash payments and shares of Perceptron, Inc. Common
Stock, as described on the attached Exhibit A. A personal check for the purchase
price to be paid in cash is enclosed herewith. Certificates for ________ shares
of Perceptron, Inc. Common Stock are enclosed herewith, along with a duly
executed stock power in proper form for transfer, with all signatures properly
guaranteed by a national bank or member firm of the NYSE or AMEX. I represent
that the shares of Perceptron, Inc. Common Stock enclosed herewith have been
owned by me for more than six months or I currently own more than ______ shares
of Perceptron, Inc. Common Stock which have been owned by me for more than six
months. Such shares have not been counted during the prior six months as owned
by me for purposes of determining whether I may exercise options to purchase
Common Stock pursuant to the Delivered Shares Method. I agree to notify the
Corporation if prior to two years from the date of grant and one year from the
exercise date, I dispose of any shares acquired pursuant to my exercise of this
incentive stock option. I represent that the shares of stock that I am
purchasing upon this exercise of my option are being purchased for investment
purposes and not with a view to resale. This representation shall not be binding
upon me if the shares of Common Stock that I am purchasing are subject to an
effective Registration Statement under the Securities Act of 1933.
Optionee ________________________ Dated ______________________