EXHIBIT 10.1
NON-QUALIFIED STOCK OPTION
UNDER THE
SECOND RESTATEMENT
OF THE
GSI LUMONICS INC. 1995 EQUITY INCENTIVE PLAN
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Name of Optionee
This stock option is awarded pursuant to, and shall be governed by, the
terms of the Second Restatement of GSI Lumonics Inc. 1995 Equity Incentive Plan
(the "Plan"). The Plan can be found at the GSI on-line benefits site.
Subject to the following terms and conditions, the Company hereby grants to (the
"Optionee") on ____________(the "Date of Grant"), the right and option to
purchase from the Company _____________ Common Shares of the Company without
nominal or par value ("Option Shares"), at a purchase price for each Option
Share of $ ______ (the "Option Price"). It is intended that the Option be a
nonqualified (nonstatutory) stock option, and that the Option shall be subject
to all terms and provisions of the Company's Second Restatement of GSI Lumonics
Inc. 1995 Equity Incentive Plan (the "Plan").
1. Period of Exercise
50% of the total number of Option Shares shall vest and shall become
exercisable on the Date of Grant and 25% of the total number of Option shares
shall vest on each of the first and second anniversaries of the Date of Grant.
Any portion of this Option that becomes exercisable pursuant to this paragraph
shall be exercisable in whole or in part at any time and/or from time to time up
to but not after the sixth anniversary of the Date of Grant (the "Exercise
Period"). On the expiration of the Exercise Period, the Option hereby granted
shall forthwith expire and terminate and be of no further force or effect
whatsoever as to such of the Option Shares in respect of which the Option hereby
granted has not then been exercised. Upon termination of employment for any
reason, all Options which have not yet vested shall immediately cease to vest.
Exercise of any vested Options shall be governed by the Plan.
2. Purchase of Shares
Subject to the provisions of the Plan and this grant, the Option hereby
granted shall be exercisable (at any time or from time to time as aforesaid) by
the Optionee giving a written notice in accordance with the provisions of the
Plan.
Such notice shall specify the number of Option Shares in respect of which
this Option is being exercised and shall be accompanied by payment in full of
the purchase price for the number of Option Shares specified therein. Upon any
such exercise, the Company shall cause the transfer agent and registrar of the
Company to issue a stock certificate or certificates in the name of the
Optionee, or, if applicable, a trustee or legal representative, representing in
the aggregate such number of Option Shares
as the Optionee shall have then paid for and as are specified in such notice in
writing.
3. No Obligation to Purchase
The Optionee is not obligated to purchase and/or pay for any Option Shares
except those Option Shares exercised by the Optionee in accordance with this
Option Grant.
4. Tax Withholding
The Company may require as a condition to the issuance of shares covered by
this Option, that the person exercising this Option shall remit to the
Company an amount sufficient to satisfy any federal, state, local or other
withholding tax requirements.
5. Notices
All written notices to be given by the Optionee to the Company must be
delivered personally or by registered mail postage prepaid addressed as follows:
GSI Lumonics Inc.
Attn: Stock Option Administrator
39 Manning Road
Billerica, MA 01821
The foregoing address shall be deemed to be changed upon any change in
premises of the executive offices of the Company.
IN WITNESS WHEREOF the Company has caused this grant of option to be executed by
its duly authorized officer as of the _______________________________.
GSI LUMONICS INC.
Charles D. Winston
President & CEO
I hereby acknowledge receipt of the Stock Option granted to me pursuant to
the terms of the Second Restatement of the GSI Lumonics Inc. 1995 Equity
Incentive Plan and agree to be bound by the terms of the said Plan and the terms
hereof.
By:
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Employee or Director