EXHIBIT 10.9
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FORM OF OPTION AGREEMENT FOR GRANTS PURSUANT TO 1998 STOCK INCENTIVE PLAN
BIW Limited
1998 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION
Granted to:
Grantee
$
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Number of Option Shares Purchase Price Per Share
Grant Date:
Expiration Date:
This incentive stock option is granted to you by BIW Limited, a Connecticut
Corporation (the "Company") upon the terms and conditions set forth below and
those contained in the Company's 1998 Stock Incentive Plan (the "Plan"). The
option is intended to constitute an incentive stock option under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
1. The Company hereby grants you an incentive stock option (the "Option")
to purchase on or before the expiration date indicated above, at the
purchase price stated above, the number of shares of the Common Stock
of BIW Limited, no par value (the "Common Stock"), set forth above.
2. The term of this Option shall commence on the Grant Date and shall
terminate, unless sooner terminated by the terms of the Plan, on the
day preceding the tenth anniversary of the Grant Date as set forth
above, if the Company is open for business on such day, or, if not,
the close of the Company's business on the next preceding day that the
Company is open for business. No stock may be purchased hereunder
unless you remain in the continuous employ of the Company for six
months following the Grant Date or such shorter period as may result
from your death or disability. Thereafter, this Option may be
exercised in the manner hereinafter set forth.
3. The Option may be exercised, in whole or in part, by written
notification delivered in person or by mail to the Treasurer of the
Company at its executive office in Ansonia, Connecticut. Such
notification shall specify the number of shares with respect to which
the Option is then being exercised and shall be accompanied by payment
for such shares. The Treasurer of the Company will provide you with a
form of exercise notice upon request. The Option may not be exercised
with respect to a fractional share.
Payment is to be made by check payable to the order of the Company or
by one of the alternative methods of payment described in the Plan. No
shares shall be sold or delivered hereunder until full payment for
such shares has been made and all checks delivered in payment therefor
have been collected. You shall not have any rights of a shareholder
with respect to any Common Stock received upon exercise of the Option
until a certificate or certificates for such Common Stock have been
actually issued to you in accordance with the terms hereof.
4. The Company shall not be required to issue or deliver any certificate
or certificates for shares of its Common Stock purchased upon the
exercise of any part of this Option prior to (i) the
admission of such shares to listing on any stock exchange on which the
stock may then be listed, (ii) the completion of any registration or
other qualification of such shares under any applicable law, (iii) the
obtaining of any consent or approval or other clearance from any
governmental agency which the Company determines to be necessary or
advisable, and (iv) the payment to the Company, upon its demand, of
any amount requested by the Company for the purpose of satisfying its
liability, if any, to withhold federal, state or local income or
earnings tax or any other applicable tax or assessment (plus interest
or penalties thereon, if any, caused by a delay in making such
payment) ("Withholding Taxes") incurred by reason of the exercise of
this Option or the transfer of such shares thereupon. The Option shall
be exercised and shares of the Company's Common Stock issued only upon
compliance with the Securities Act of 1933, as amended (the "Act"),
and any other applicable securities laws, and you agree to comply with
any requirements imposed by the Company's Personnel and Pension
Committee under such laws. If you are an "affiliate" of the Company
(as that term is defined in Rule 144 promulgated under the Act, and
which generally includes executive officers and directors), by
accepting this Agreement, you agree that you will dispose of the stock
acquired upon exercise of the Option only in compliance with Rule 144
or in such other manner as will not violate the Act and the rules and
regulations promulgated thereunder, and any other applicable
securities law.
5. This Option is not transferable by you otherwise than by will or by
the laws of descent and distribution, and is exercisable, during your
life, only by you or by your guardian or legal representative. Any
attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof shall be
null and void. This Option does not confer upon you any right with
respect to continuation of employment with the Company, and will not
interfere in any way with the right of the Company to terminate your
employment, with or without cause.
6. Notwithstanding any other provisions hereof, an Option which has not
expired shall terminate at the time of your death or the termination
of your employment with the Company, and no shares may thereafter be
delivered pursuant to an Option, except that, subject to the condition
that an Option may not be exercised in whole or in part after the
Expiration Date, an Option may nevertheless be exercised as follows:
(i) Upon the termination of your employment due to Retirement, you
may, within a period of three months from the date of such
termination, purchase some or all of the Shares covered by the
Option which were exercisable under the Plan immediately prior to
such termination;
(ii) Upon the termination of your employment due to Disability you
may, within a period of one year from the date of such
termination, purchase
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some or all of the Shares covered by the Option which was
exercisable under the Plan immediately prior to such termination;
(iii) Upon the termination of your employment for any reason other
than (A) those set forth in clauses (i) or (ii) above, or (B) on
account of any act of (I) fraud or intentional misrepresentation,
or (II) embezzlement, misappropriation or conversion of the
Company's assets or opportunities (in which case the Option shall
automatically terminate as of the date your employment is
terminated), you may, within a period of three months from the
date of such termination, purchase some or all of the shares
covered by the Option which was exercisable under the Plan
immediately prior to such termination;
(iv) Upon your death while in active service or during the applicable
period set forth in clause (i) or (ii) above, the person or
persons to whom your rights under the Option are transferred by
will or the laws of descent and distribution may, within twelve
months after your death, purchase some or all of the shares
covered by the Option which were exercisable under the Plan on
the date of your death;
(v) In the event that clause (i) above applies and you do not
exercise an Option within the required three month period, upon
termination of your employment due to retirement, you may, within
a period of twelve months after the date of such termination,
purchase some or all of the shares covered by the Option which
was exercisable under the Plan immediately prior to such
termination, but such Option shall, to the extent exercised
pursuant to this clause, no longer be eligible for treatment
afforded Incentive Stock Options under Section 422 of the Code;
and
(vi) In the event that clause (ii) above applies and you do not
exercise an Option within the required one year period, upon
termination of your employment due to disability, you may, within
a period of three years after the date of such termination,
purchase some or all of the shares covered by the Option which
was exercisable under the Plan immediately prior to such
termination, but such Option shall, to the extent exercised
pursuant to this clause, no longer be eligible for treatment
afforded Incentive Stock Options under Section 422 of the Code.
7. By accepting this Agreement, you agree that in the event you dispose
(whether by sale, exchange, gift or similar transfer) of any shares of
Common Stock of the Company acquired pursuant hereto within two years
of the Grant Date or within one year after the acquisition of such
shares pursuant hereto, you will notify the Treasurer of the Company
no later than fifteen (15) days from the date of such disposition of
the date or dates and the number of shares disposed of by you and the
consideration received, if any, and, upon notification from the
Company, promptly forward to the Secretary of the Company and any
amount requested by the Company for Withholding Taxes; and you
represent and agree that as of the Grant Date, you do not own or would
be deemed in accordance with Section 422 of the Code to own shares
possessing more than ten percent of the total combined voting power of
all classes of stock of the Company.
8. This Option shall be irrevocable during the Option period, and its
validity and construction shall be governed by the laws of the State
of Connecticut. The terms and
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conditions herein set forth are subject in all respects to the terms
and conditions of the Plan, which shall be controlling. You agree to
execute such other agreements, documents or assignments as may be
necessary or desirable to effect the purposes of this Agreement.
9. The Grant of this Option shall be binding and effective only if this
Agreement is executed by or on behalf of the Company and by you and a
signed copy is returned to the Company.
10. All capitalized terms used in this Agreement which are not defined
herein shall have the meaning given to them in the Plan unless the
context clearly requires otherwise.
BIW LIMITED
By ___________________________
Its President
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I hereby acknowledge receipt of the Incentive Stock Option (the "Option")
granted on the Grant Date shown above, which has been issued to me under the
terms and conditions of the BIW Limited 1998 Stock Incentive Plan (the "Plan").
I agree to conform to all of the terms and conditions of the Option and Plan.
Date: ____________________ Your Signature: ______________________
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