ex10_5.htm


    


     

    AMBASSADORS
GROUP, INC.

    2009
EQUITY PARTICIPATION PLAN

    STOCK
OPTION AGREEMENT

    EMPLOYEE
NON-QUALIFIED STOCK OPTION

     

    THIS
AGREEMENT made as of ___________, 200_, by and between Ambassadors Group, Inc.,
a Delaware corporation (the “Company”), and
___________________ (the “Optionee”).

     

    WITNESSETH:

     

    WHEREAS,
the Company has adopted the Ambassadors Group, Inc. 2009 Equity Participation
Plan (the “Plan”) for the
benefit of its employees, nonemployee directors and consultants and the
employees, nonemployee directors and consultants of its affiliates,
and

     

    WHEREAS,
the Committee has authorized the grant to the Optionee of an Option under the
Plan, on the terms and conditions set forth in the Plan and as hereinafter
provided,

     

    NOW,
THEREFORE, in consideration of the premises contained herein, the Company and
the Optionee hereby agree as follows:

     

    1. Definitions.

     

    Terms
used in this Agreement which are defined in the Plan shall have the same meaning
as set forth in the Plan.

     

    2. Grant of
Option.

     

    The
Committee hereby grants to the Optionee an option to purchase [insert # of shares] shares of
the Company’s Common Stock (“Shares”) for an
Option price per Share equal to [insert price] (not less than
the Fair Market Value of a Share on the date of the grant of the Option) (the
“Option”). The
Option is intended by the Committee to be a Non-Qualified Stock Option and the
provisions hereof shall be interpreted on a basis consistent with such
intent.

     

    3. Option Terms and Exercise
Period.

     

    (a) The
Option shall be exercised, and payment by the Optionee of the Option price shall
be made, pursuant to the terms of the Plan.

     

    (b) All or
any part of the Option may be exercised by the Optionee no later than the tenth
(10th) anniversary of the date of this Agreement.

     

    (c) This
Agreement and the Option shall terminate on the earlier of (i) the tenth (10th)
anniversary of the date of this Agreement, or (ii) the date as of which the
Option has been fully exercised.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4. Vesting.

     

    Subject
to Section 10, the Option shall vest and become exercisable pursuant to the
following schedule:

     

    


    
      	 	 
                    
              Anniversary
      of Date of Grant

            	
              
                 

                 

              

            	 	 
                    
              Percent
      Vested and Exercisable

            	
              
                 

              

            
	
              Less
      than 1 year

            	
              0%

            
	
              1
      year but less than 2 years

            	
              25%

            
	
              2
      years but less than 3 years

            	
              50%

            
	
              3
      years but less than 4 years

            	
              75%

            
	
              4
      years

            	
              100%

            


    

     

    


     

    5. Termination of
Employment.

            

           Sections 6.2 and 6.4 of the Plan
shall control.

     

    6. Restrictions on Transfer of
Option.

     

    Except as
otherwise provided in the Plan, this Agreement and the Option shall not be
transferable otherwise than (a) by will or by the laws of descent and
distribution or (b) by gift to any Family Member of the Optionee, and the Option
shall be exercisable, during the Optionee’s lifetime, solely by the Optionee,
except on account of the Optionee’s Permanent and Total Disability or death, and
solely by the transferee in the case of a transfer by gift to a Family Member of
the Optionee.

     

    7. Exercise of
Option.

     

    (a) The
Option shall become exercisable at such time as shall be provided herein or in
the Plan and shall be exercisable by written notice of such exercise, in the
form prescribed by the Committee, to the Secretary of the Company, at its
principal office. The notice shall specify the number of Shares for which the
Option is being exercised.

     

    (b) Shares
purchased pursuant to the Option shall be paid for in full at the time of such
purchase in cash, in Shares, including Shares acquired pursuant to the Plan, or
part in cash and part in Shares. Shares transferred in payment of the Option
price shall be valued as of the date of transfer based on their Fair Market
Value.

     

    8. Regulation by the
Committee.

     

    This
Agreement and the Option shall be subject to the administrative procedures and
rules as the Committee shall adopt. All decisions of the Committee upon any
question arising under the Plan or under this Agreement, shall be conclusive and
binding upon the Optionee and any person or persons to whom any portion of the
Option has been transferred by will, by the laws of descent and distribution or
by gift to a Family Member of the Optionee.

     

    
      
         

      

      
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    9. Rights as a
Stockholder.

     

    The
Optionee shall have no rights as a stockholder with respect to Shares subject to
the Option until certificates for Shares of Common Stock are issued to the
Optionee.

     

    10. Change of
Control.

     

    Notwithstanding
the vesting requirements contained in Section 4, upon a Change of Control, the
Option shall automatically become fully vested and exercisable as of the date of
such Change of Control.

     

    11. Reservation of
Shares.

     

    With
respect to the Option, the Company hereby agrees to at all times reserve for
issuance and/or delivery upon payment by the Optionee of the Option price, such
number of Shares as shall be required for issuance and/or delivery upon such
payment pursuant to the Option.

     

    12. Delivery of Share
Certificates.

     

    Within a
reasonable time after the exercise of the Option the Company shall cause to be
delivered to the Optionee, his or her legal representative or his or her
beneficiary, a certificate for the Shares purchased pursuant to the exercise of
the Option.

     

    13. Withholding.

     

    In the
event the Optionee elects to exercise the Option (or any part thereof) , if the
Company or an Affiliate shall be required to withhold any amounts by reason of
any federal, state or local tax rules or regulations in respect of the issuance
of Shares to the Optionee, the Company or Affiliate shall be entitled to deduct
and withhold such amounts.

     

    14. Amendment.

     

    The
Committee may amend this Agreement at any time and from time to time; provided, however, that no
amendment of this Agreement that would materially and adversely impair the
Optionee’s rights or entitlements with respect to the Option shall be effective
without the prior written consent of the Optionee (unless such amendment is
required in order to cause the Award hereunder to qualify as “performance-based”
compensation within the meaning of Section 162 (m) of the Code and applicable
interpretive authority thereunder).

     

    15. Plan
Terms.

     

    The terms
of the Plan are hereby incorporated herein by reference.

     

    16. Effective Date of
Grant.

     

    The
Option shall be effective as of the date first written above.

     

    
      
         

      

      
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    17. Optionee
Acknowledgment.

     

    By
executing this Agreement, the Optionee hereby acknowledges that he or she has
received and read the Plan and this Agreement and that he or she agrees to be
bound by all of the terms of both the Plan and this Agreement.

     

    


    
      	
              ATTEST:

            	 
      	
              AMBASSADORS
      GROUP, INC.

            
	
               
      

               

            	 
      	 
      
	
              ________________________________

            	 
      	
              By: ___________________________________________                                                               

               

              Its:____________________________________________                                                                

               

               _______________________________________________,
      Optionee

            


    

     

    



    
      
        
          
            	
                     

                     

                  	 
      	 
      


          

          


        

         
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