Exhibit
10.36


 


DOUGLAS
DYNAMICS, INC.


GRANT
NOTICE FOR 2010 STOCK INCENTIVE PLAN


NONQUALIFIED
STOCK OPTIONS


 


FOR GOOD AND
VALUABLE CONSIDERATION, Douglas Dynamics, Inc. (the “Company”), hereby
grants to Participant named below the nonqualified 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 not
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


NONQUALIFIED
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 nonqualified 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”) a nonqualified 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.                                      NONQUALIFIED STOCK OPTION


 


The Option is not intended to be an incentive stock option under Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”) and will be
interpreted accordingly.


 


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.


 


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 


 


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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.


 


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.


 


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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.


 


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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