Exhibit
10.37


 


DOUGLAS
DYNAMICS, INC.


GRANT
NOTICE FOR 2010 STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTIONS


 


FOR GOOD AND
VALUABLE CONSIDERATION, Douglas Dynamics, Inc. (the “Company”), hereby
grants to Participant named below the incentive stock option (the “Option”) to
purchase any part or all of the number of shares of its common stock, par value
$0.01 (the “Common Stock”), that are covered by this Option, as specified
below, at the Exercise Price per share specified below and upon the terms and
subject to the conditions set forth in this Grant Notice, the Douglas Dynamics, Inc.
2010 Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions
(the “Standard Terms and Conditions”) promulgated under such Plan, each as
amended from time to time.  This Option
is granted pursuant to the Plan and is subject to and qualified in its entirety
by the Standard Terms and Conditions.


 


	
  Name of Participant:

  	
   

  
	
   

  	
   

  
	
  Grant Date:

  	
   

  
	
   

  	
   

  
	
  Number of Shares of
  Common Stock covered by Option:

  
	
   

  	
   

  
	
  Exercise Price Per Share:

  	
  $

  
	
   

  	
   

  
	
  Expiration Date:

  	
   

  
	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  
			



 


 


This Option is
intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended. 
By accepting this Grant Notice, Participant acknowledges that he or she
has received and read, and agrees that this Option shall be subject to, the
terms of this Grant Notice, the Plan and the Standard Terms and Conditions.


 


	
  DOUGLAS DYNAMICS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
  Participant Signature

  
	
  By

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Address (please print):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


DOUGLAS
DYNAMICS, INC.


STANDARD
TERMS AND CONDITIONS FOR

EMPLOYEE INCENTIVE STOCK OPTIONS


 


These Standard
Terms and Conditions apply to the Options granted pursuant to the Douglas
Dynamics, Inc. 2010 Stock Incentive Plan (the “Plan”), which are identified
as incentive stock options and are evidenced by a Grant Notice or an action of
the Administrator that specifically refers to these Standard Terms and
Conditions.  In addition to these Terms
and Conditions, the Option shall be subject to the terms of the Plan, which are
incorporated into these Standard Terms and Conditions by this reference.  Capitalized terms not otherwise defined
herein shall have the meaning set forth in the Plan.


 


1.                                      TERMS OF OPTION


 


Douglas Dynamics, Inc. (the “Company”), has
granted to the Participant named in the Grant Notice provided to said
Participant herewith (the “Grant Notice”) an incentive stock option (the “Option”)
to purchase up to the number of shares of the Company’s common stock (the “Common
Stock”), set forth in the Grant Notice. 
The exercise price per share and the other terms and subject to the
conditions of the Option are set forth in the Grant Notice, these Standard
Terms and Conditions (as amended from time to time), and the Plan.  For purposes of these Standard Terms and
Conditions and the Grant Notice, any reference to the Company shall include a
reference to any Subsidiary.


 


2.                                      INCENTIVE STOCK OPTION


 


The Option is intended to
qualify as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”), and will be interpreted
accordingly.  Section 422 of the
Code provides, among other things, that the Participant shall not be taxed upon
the exercise of a stock option that qualifies as an incentive stock option
provided the Participant does not dispose of the shares of Common Stock
acquired upon exercise of such option until the later of two years after such
option is granted to the Participant and one year after such option is
exercised.  Notwithstanding anything to
the contrary herein, Section 422 of the Code provides that incentive stock
options (including, possibly, the Option) shall not be treated as incentive
stock options if and to the extent that the aggregate fair market value of
shares of Common Stock (determined as of the time of grant) with respect to
which such incentive stock options are exercisable for the first time by the
Participant during any calendar year (under all plans of the Company and its Subsidiaries)
exceeds $100,000, taking options into account in the order in which they were
granted.  Thus, if and to the extent that
any shares of Common Stock issued under a portion of the Option exceeds the
foregoing $100,000 limitation, such shares shall not be treated as issued under
an incentive stock option pursuant to Section 422 of the Code and shall
instead be treated as issued pursuant to nonqualified stock options.


 

















 


3.                                      EXERCISE OF OPTION


 


The Option shall not be exercisable as of the Grant
Date set forth in the Grant Notice. 
After the Grant Date, to the extent not previously exercised, and
subject to termination or acceleration as provided in these Standard Terms and
Conditions and the Plan, the Option shall be exercisable only to the extent it
becomes vested, as described in the Grant Notice or the terms of the Plan, to
purchase up to that number of shares of Common Stock as set forth in the Grant
Notice, provided that (except as set forth in Section 4.A below) the Participant
remains employed with the Company and does not experience a Termination of Employment.  The vesting period and/or exercisability of
an Option may be adjusted by the Administrator to reflect the decreased level
of employment during any period in which the Participant is on an approved
leave of absence or is employed on a less than full time basis.


 


To exercise the Option (or any part thereof), the Participant
shall deliver to the Company a “Notice of Exercise” in a form specified by the Administrator,
specifying the number of whole shares of Common Stock the Participant wishes to
purchase and how the Participant’s shares of Common Stock should be registered
(in the Participant’s name only or in the Participant’s and the Participant’s
spouse’s names as community property or as joint tenants with right of
survivorship).


 


The exercise price (the “Exercise Price”) of the
Option is set forth in the Grant Notice. 
The Company shall not be obligated to issue any shares of Common Stock
until the Participant shall have paid the total Exercise Price for that number
of shares of Common Stock.  The Exercise
Price may be paid in Common Stock, cash or a combination thereof, including an
irrevocable commitment by a broker to pay over such amount from a sale of the
Common Stock issuable under the Option, the delivery of previously owned Common
Stock, withholding of shares of Common Stock deliverable upon exercise of the
Option, or in such other manners as may be permitted by the Administrator.


 


Fractional shares may not be exercised.  Shares of Common Stock will be issued as soon
as practical after exercise. 
Notwithstanding the above, the Company shall not be obligated to deliver
any shares of Common Stock during any period when the Company determines that
the exercisability of the Option or the delivery of shares of Common Stock hereunder
would violate any federal, state or other applicable laws.


 


4.                                      EXPIRATION OF OPTION


 


The Option shall expire and cease to be exercisable as
of the earlier of (a) the Expiration Date set forth in the Grant Notice or
(b) the date specified below in connection with the Participant’s
Termination of Employment:


 


A.                                    If the Participant’s Termination of Employment
is by reason of death or Disability, the Participant (or the Participant’s
estate, beneficiary or legal representative) may exercise the Option
(regardless of whether then vested or exercisable) until the date that is 180
days following the date of such Termination of Employment.


 


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B.                                    If the Participant’s Termination of Employment
is for any reason other than death, Disability or Cause, the Participant may
exercise any portion of the Option that is vested and exercisable at the time
of such Termination of Employment until the date that is 90 days following the
date of such Termination of Employment. 
Any portion of the Option that is not vested and exercisable at the time
of such Termination of Employment (after taking into account any accelerated
vesting under any agreement between the Participant and the Company, if
applicable) shall be forfeited and canceled as of the date of such Termination
of Employment.


 


C.                                    If the Participant’s Termination of Employment
is by the Company for Cause, the entire Option, whether or not then vested and
exercisable, shall be immediately forfeited and canceled as of the date of such
Termination of Employment.


 


5.                                      RESTRICTIONS ON RESALES OF SHARES
ACQUIRED PURSUANT TO OPTION EXERCISE


 


The Company may impose such restrictions, conditions
or limitations as it determines appropriate as to the timing and manner of any
resales by the Participant or other subsequent transfers by the Participant of
any shares of Common Stock issued as a result of the exercise of the Option,
including without limitation (a) restrictions under an insider trading
policy, (b) restrictions designed to delay and/or coordinate the timing
and manner of sales by Participant and other optionholders and (c) restrictions
as to the use of a specified brokerage firm for such resales or other
transfers.


 


6.                                      INCOME TAXES


 


The Company shall not deliver shares of Common Stock
in respect of the exercise of any Option unless and until the Participant has
made arrangements satisfactory to the Administrator to satisfy applicable
withholding tax obligations.  Unless the
Participant pays the withholding tax obligations to the Company by cash or
check in connection with the exercise of the Option, withholding may be
effected, at the Company’s option, by withholding Common Stock issuable in
connection with the exercise of the Option (provided that shares of Common
Stock may be withheld only to the extent that such withholding will not result
in adverse accounting treatment for the Company).  The Participant acknowledges that the Company
shall have the right to deduct any taxes required to be withheld by law in
connection with the exercise of the Option from any amounts payable by it to
the Participant (including, without limitation, future cash wages).


 


7.                                      NON-TRANSFERABILITY OF OPTION


 


Except as permitted by the Administrator or as
permitted under the Plan, the Participant may not assign or transfer the Option
to anyone other than by will or the laws of descent and distribution and the
Option shall be exercisable only by the Participant during his or her
lifetime.  The Company may cancel the
Participant’s Option if the Participant attempts to assign or transfer it in a
manner inconsistent with this Section 7.


 


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8.                                      OTHER AGREEMENTS SUPERSEDED


 


The Grant Notice, these Standard Terms and Conditions
and the Plan constitute the entire understanding between the Participant and
the Company regarding the Option.  Any
prior agreements, commitments or negotiations concerning the Option are
superseded.


 


9.                                      LIMITATION OF INTEREST IN SHARES
SUBJECT TO OPTION


 


Neither the Participant (individually or as a member
of a group) nor any beneficiary or other person claiming under or through the
Participant shall have any right, title, interest, or privilege in or to any
shares of Common Stock allocated or reserved for the purpose of the Plan or
subject to the Grant Notice or these Standard Terms and Conditions except as to
such shares of Common Stock, if any, as shall have been issued to such person
upon exercise of the Option or any part of it. 
Nothing in the Plan, in the Grant Notice, these Standard Terms and
Conditions or any other instrument executed pursuant to the Plan shall confer
upon the Participant any right to continue in the Company’s employ or service
nor limit in any way the Company’s right to terminate the Participant’s
employment at any time for any reason.


 


10.                               GENERAL


 


In the event that any provision of these Standard
Terms and Conditions is declared to be illegal, invalid or otherwise
unenforceable by a court of competent jurisdiction, such provision shall be
reformed, if possible, to the extent necessary to render it legal, valid and
enforceable, or otherwise deleted, and the remainder of these Standard Terms
and Conditions shall not be affected except to the extent necessary to reform
or delete such illegal, invalid or unenforceable provision.


 


The headings preceding the text of the sections hereof
are inserted solely for convenience of reference, and shall not constitute a
part of these Standard Terms and Conditions, nor shall they affect its meaning,
construction or effect.


 


These Standard Terms and Conditions shall inure to the
benefit of and be binding upon the parties hereto and their respective
permitted heirs, beneficiaries, successors and assigns.


 


These Standard Terms and Conditions shall be construed
in accordance with and governed by the laws of the State of Delaware, without
regard to principles of conflicts of law.


 


In the event of any conflict between the Grant Notice,
these Standard Terms and Conditions and the Plan, the Grant Notice and these
Standard Terms and Conditions shall control. 
In the event of any conflict between the Grant Notice and these Standard
Terms and Conditions, the Grant Notice shall control.


 


All questions arising under the Plan or under these
Standard Terms and Conditions shall be decided by the Administrator in its total
and absolute discretion.


 


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11.                               ELECTRONIC DELIVERY


 


By executing the Grant Notice, the Participant hereby
consents to the delivery of information (including, without limitation,
information required to be delivered to the Participant pursuant to applicable
securities laws) regarding the Company and the Subsidiaries, the Plan, the
Option and the Common Stock via Company web site or other electronic delivery.


 


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