EXHIBIT 10.24
GREATBATCH, INC.
GRANT OF NONQUALIFIED OPTION
The Board of Directors of Greatbatch, Inc. (the "Company") has authorized
and approved the 2005 Stock Incentive Plan (the "Plan"), which has been
submitted to and approved by the stockholders of the Company. The Plan provides
for the grant of options to certain employees, non-employee consultants and
service providers and non-employee directors of the Company and any parent and
subsidiary corporations of the Company. Pursuant to the Plan, the Compensation
and Organization Committee of the Board of Directors of the Company (the
"Committee") has approved the grant to you of an option to purchase shares of
Common Stock, par value $.001 per share, of the Company (the "Shares") on the
terms and subject to the conditions set forth in the Plan and in this grant
letter. The Plan shall be deemed a part hereof as if fully set forth herein and
a copy of the Plan is available at the Smith Barney website
[www.benefitaccess.com] or may be obtained by request addressed to: Corporate
Secretary, Greatbatch, Inc., 9645 Wehrle Drive, Clarence, NY 14031. Unless the
context otherwise requires, all terms defined in the Plan shall have the same
meanings when used herein.
1. Grant of Option. The Company, as a matter of separate inducement and
not in lieu of any salary or other compensation for your services, hereby
grants to you as of the date (the "Grant Date") indicated in the Summary of
Stock Option Grant available from the Smith Barney website the right and option
(the "Option") to purchase, in accordance with the terms and conditions set
forth in the Plan, but subject to the limitations set forth herein and in the
Plan, an aggregate number of Shares of the Company (the "Total Shares") and at
a price per Share as indicated on the Summary of Stock Option Grant, such
option price being, in the judgment of the Committee, not less than one hundred
percent (100%) of the fair market value of such Share as of the Grant Date. The
Option is a Non-Qualified option and is not intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.
2. Vesting of Option.
a. Vesting Dates and Amounts. Subject to the other provisions and
limitations of the Plan, the Option shall become exercisable for Shares on
the dates and in the amounts set forth in the Summary of Stock Option
Grant.
b. Cumulative Effect of Vesting. The right to purchase Shares shall
be cumulative so that when the right to purchase any Shares has vested
under clause (a) of this Section, such Shares or any part thereof may be
purchased at any time thereafter until the expiration or termination of
the Option.
c. Fractional Shares. In no event shall you exercise this Option for
a fraction of a Share or for an aggregate exercise price of less than
$1,000.
3. Termination of Option. The unexercised portion of the Option granted
herein will automatically and without notice terminate and become null and void
upon the earliest to occur of the following:
a. the expiration of ten years from the Grant Date;
b. the date of termination of your employment if your employment is
terminated by the Company or a subsidiary corporation of the Company for
cause (as defined in the Plan);
c. the expiration of three months or, in the case of a retirement
which was approved by the Board of the Company as being within the
Guidelines For The Treatment of Executive Retirement Equity Compensation,
one-year from the date of termination by the Company or its subsidiaries
of your employment other than for cause (as defined in the Plan),
disability or death, except that this Option will be exercisable during
such three-month or one-year period only to the extent that it would have
been exercisable immediately prior to the termination of your employment;
d. the expiration of one year after the termination of your
employment by reason of your disability (as defined in the Plan), except
that this
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Option will be exercisable during such one-year period only to the extent
that it would have been exercisable immediately prior to the termination
of your employment;
e. the expiration of one year after your death if your death occurs
during your employment or during the three month period in clause (c)
above, except that this Option will be exercisable during such one-year
period only to the extent that it would have been exercisable immediately
prior to your death; or
f. as determined by the Committee in accordance with the Plan, upon a
Change of Control (as defined in the Plan);
provided however, that none of the events described above shall extend the
period of exercisability of this Option beyond the day immediately preceding
the tenth anniversary of the Grant Date.
4. Non-Transferability of Option. This Option is not transferable by you
otherwise than by will or the laws of descent and distribution, and is
exercisable, during your lifetime, only by you. This Option may not be
assigned, transferred (except by will or the laws of descent and distribution),
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar proceeding. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
this Option contrary to the provisions hereof, and the levy of any attachment
or similar proceeding upon the Option, shall be null and void and without
effect. However, the Committee may, in its sole discretion, permit a transfer
of this Option to (i) your Immediate Family Members (as defined in the Plan) or
(ii) a trust for the exclusive benefit of your Immediate Family Members.
5. Exercise of Option.
a. Purchase of Shares. Any exercise of the Option shall be done in
the manner prescribed on the Smith Barney website.
b. Legends. If the Company, in its sole discretion, shall determine
that it is necessary, to comply with applicable securities laws, the
certificate or
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certificates representing the Shares purchased pursuant to the exercise of
this Option shall bear an appropriate legend in form and substance, as
determined by the Company, giving notice of applicable restrictions on
transfer under or in respect of such laws. Further, you hereby acknowledge
that the Company may endorse a legend upon the certificate evidencing the
Shares as the Company, in its sole discretion, determines to be necessary
and appropriate to implement the terms of the Plan.
c. Investment Intent. You hereby covenant and agree with the Company
that if, at the time of exercise of this Option, there does not exist a
Registration Statement on an appropriate form under the Securities Act of
1933, as amended (the "Act"), which Registration Statement shall have
become effective and shall include a prospectus which is current with
respect to the Shares subject to this Option (i) that you will represent
that you are purchasing the Shares for your own account and not with a
view to the resale or distribution thereof and (ii) that any subsequent
offer for sale or sale of any such Shares shall be made either pursuant to
(x) a Registration Statement on an appropriate form under the Act, which
Registration Statement shall have become effective and shall be current
with respect to the Shares being offered and sold, or (y) a specific
exemption from the registration requirements of the Act, but in claiming
such exemption, you shall, if requested by the Company, prior to any offer
for sale or sale of such Shares, obtain a favorable written opinion from
counsel for or approved by the Company as to the applicability of such
exemption.
6. Withholding Taxes. As provided in the Plan, the Company may withhold or
cause to be withheld from sums due or to become due to you from the Company or
a subsidiary corporation or affiliate thereof an amount necessary to satisfy
its obligation (if any) to withhold taxes incurred by reason of the exercise of
this Option or the disposition of Shares acquired hereunder, or the Company may
require you to reimburse the Company in such amount and may make such
reimbursement a condition to the delivery of the Shares pursuant to the
exercise of this Option.
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7. Agreement Subject to the Plan. You and the Company agree that this
agreement is subject to, and that you and the Company will both be bound by,
all terms, conditions, limitations and restrictions contained in the Plan,
which shall be controlling in the event of any conflicting or inconsistent
provisions.
8. Restrictions on Transfer. You acknowledge and agree that the Company
may require you, as a condition to the exercise of the Option, to become bound
by any reasonable agreement restricting transfer of the Shares received on
exercise of the Option or providing the Company with a right of first purchase
or other similar right.
9. No Guarantee of Employment. This Agreement shall not confer upon you
any right with respect to continuance of employment or other service with
Company or any subsidiary, nor shall it interfere in any way with any right
Company or any subsidiary would otherwise have to terminate your employment or
other service at any time.
10. Electronic Delivery and Signatures. You hereby consent and agree to
electronic delivery of any Plan documents, proxy materials, annual reports and
other related documents. If the Company establishes procedures for an
electronic signature system for delivery and acceptance of Plan documents, you
hereby consent to such procedures and agree that your electronic signature is
the same as, and shall have the same force and effect as, your manual
signature. You also consent and agree that any such procedures and delivery may
be effected by a third party engaged by the Company to provide administrative
services related to the Plan.
Please indicate your acceptance of all the terms and conditions of this
Option and the Plan by clicking on the icon below entitled "I have read and
agree".
Very truly yours,
Greatbatch, Inc.
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