Unassociated Document




EXHIBIT
10.33




BLONDER
TONGUE LABORATORIES, INC.

1995
LONG TERM INCENTIVE PLAN

INCENTIVE
STOCK OPTION AGREEMENT

 

THIS
AGREEMENT is made and entered into as of this ____ day of ________, 200_, by and
between BLONDER TONGUE LABORATORIES, INC. a Delaware corporation (the
“Company”), and
_______-______________________ (“Optionee”).

Background

 

The
Optionee is a key employee of the Company’s and possesses knowledge, experience
and skill necessary for the Company’s future growth and success. The Company has
adopted the Blonder Tongue Laboratories, Inc. 1995 Long Term Incentive Plan (the
“Plan”).
Pursuant to and in accordance with the Plan, the Company desires to grant to the
Optionee an incentive stock option as defined in Section 422 of the Internal
Revenue Code of 1986, as amended, to purchase shares of the Company’s Common
Stock as more fully set forth below. Capitalized terms used in this Agreement
and not otherwise defined herein, shall have the meanings ascribed to them in
the Plan.

 

NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
and intending to be legally bound, it is agreed as follows:

 

1. Option
to Purchase Shares. The
Company hereby grants to the Optionee an Option (the “Option”),
pursuant to the Plan, to purchase up to ______________ (_____) shares of the
Company’s Common Stock (the “Stock”). The
Option Price for each share of Stock shall be _________ Dollars and ___________
Cents ($____), which is acknowledged to be 100% of the Fair Market Value
(defined in the Plan) of each share of Stock as of the date hereof. The Option
shall be exercisable for the number of shares of Stock and during the specific
exercise periods (“Exercise
Period(s)”) set
forth in the following table:

 

     


	
      Number
      of Shares

       

      ---------------------------------------------------------Shares

       
	
      Exercise
      Period

       

      ___________1
      through
      ___________

       







 

2. Manner
of Exercise and Terms of Payment. The
Option may be exercised in whole or in part, subject to the limitations set
forth in this Agreement, upon delivery to the Company of timely written notice
of exercise, accompanied by full payment of the Option Price for the shares of
Stock with respect to which the Option is exercised. Full payment shall be in
cash or, if and as permitted by the Committee in its sole discretion: (i) by the
Optionee’s note payable over such period of time, at such rate of interest and
in form and substance satisfactory to the Committee; (ii) by tendering stock of
the Company; or (iii) by withholding stock subject to the Option, all as
provided in the Plan.

 

3. Termination
of Option.


 

(a) Expiration
or Termination of Employment. Except
as specifically provided in Section 3(b) and 3(c) hereof, and Section 3.2(b) of
the Plan, the Option granted hereunder shall terminate as of the 

close of
business on the earliest to occur of the date of (i) expiration of the Exercise
Period, (ii) an event of default or breach by the Optionee of the terms and
conditions of this Agreement, or (iii) termination of the Optionee’s employment
with the Company for cause. If the Optionee’s employment is terminated other
than for cause, death (as provided in subsection (b) below), or retirement or
disability (both as provided in subsection (c) below), the Optionee must
exercise his Option, if at all and to the extent then exercisable, within 30
days from the date of such termination, in accordance with the terms of the Plan
and this Agreement.

 

 

--------------------------------------------

 1   The
Exercise Period for these options shall commence on the Acceleration Date, if
earlier. The “Acceleration Date” is 12:01
a.m. on the date of termination of Optionee’s employment with the Company by
reason of Optionee’s retirement after reaching the age of 65 years, or by reason
of Optionee’s retirement after becoming permanently
disabled. 

 

 




















 

(b)  Death
of Optionee. If the
Optionee dies prior to the exercise of the Option in full, the Option may be
exercised by the Optionee’s executors, administrators or heirs within one year
after the date of the Optionee’s death, provided death occurred during the
Optionee’s employment with the Company, or within three months following the
termination of the Optionee’s employment with the Company, by reason of the
Optionee’s retirement after reaching the age of 65 years or the Optionee’s
retirement after becoming permanently disabled. Such Option may be so exercised
by the Optionee’s executors, administrators or heirs only with respect to that
number of shares of Stock which the Optionee had an Option to purchase and only
to the extent that the Option was exercisable (but had not theretofore been
exercised) as of the date of the earlier of the (i) retirement of the Optionee
after reaching the age of 65 years or after becoming permanently disabled, or
(ii) death of the Optionee. In no event may the Option be exercised at any time
after the expiration of the Exercise Period stated in Section 1
hereof.

 

(c)
 Retirement
or Disability. If the
Optionee’s employment with the Company is terminated, prior to the exercise of
the Option in full, by reason of the Optionee’s retirement after reaching the
age of 65 years or by reason of the Optionee’s retirement after becoming
permanently disabled, the Optionee shall have the right, during the period
ending three months after the date of the Optionee’s termination of employment,
to exercise the Option to the extent that it was exercisable but not exercised
at the date of the Optionee’s termination of employment with the Company. Such
Option may be so exercised by the Optionee only with respect to that number of
shares of Stock which the Optionee had an Option to purchase and only to the
extent that the Option was exercisable (but had not theretofore been exercised)
as of the date that the Optionee retires after reaching the age of 65 years or
after becoming permanently disabled. In no event may the Option be exercised at
any time after the expiration of the Exercise Period stated in Section 1
hereof.

 

4. Rights
as Shareholder. An
Optionee or permitted transferee of an Option shall have no rights as a
shareholder of the Company with respect to any shares of Stock subject to such
Option prior to the Optionee’s purchase of such shares of Stock by exercise of
such Option as provided in the Plan.

 

5. Delivery
of Stock Certificates. The
Company shall not be required to issue or deliver any certificate for shares of
Stock purchased upon the exercise of all or any portion of an Option granted
under the Plan prior to the fulfillment of any of the following conditions which
may, from time to time, be applicable to the issuance of the Stock:

 

(a) Listing
of Shares. The
admission of such shares of Stock to listing on all stock exchanges on which the
Stock of the Company is then listed. 

 

(b) Registration
and/or Qualification of Shares. The
completion of any registration or other qualification of such shares of Stock
under any federal or state securities laws or under the regulations promulgated
by the Securities and Exchange Commission or any other federal or state
governmental regulatory body which the Board or Committee, as the case may be,
deems necessary or advisable. The Company shall in no event be obligated to
register any securities pursuant to the Securities Act of 1933 (as now in effect
or as hereafter amended) or to take any other action in order to cause the
issuance and delivery of such certificates to comply with any such law,
regulations or requirement. 

 

(c) Approval
or Clearance. The
obtaining of any approval or clearance from any federal or state governmental
agency which the Board or Committee, as the case may be, shall determine to be
necessary or advisable.

 

(d) Reasonable
Lapse of Time. The
lapse of such reasonable period of time following the exercise of the Option as
the Board or Committee, as the case may be, may establish from time to time for
reasons of administrative convenience.

 

 

 




















 

6. (a) Anti-Dilution. Except
as otherwise expressly provided herein, if the outstanding shares of Common
Stock are hereafter changed or converted into, or exchanged or exchangeable for,
a different number or kind of shares or other securities of the Company or of
another corporation by reason of a reorganization, merger, consolidation,
recapitalization, reclassification or combination of shares, stock dividend
stock split or reverse stock split, appropriate adjustment shall be made by the
Board of Directors in the number of shares and kind of stock subject to
unexercised stock options hereunder, to the end that the proportionate interest
of the Optionee shall be maintained as before the occurrence of such event.


 

(b) Non-survival
of Company. In the
event of a dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation, each
outstanding Option granted hereunder shall terminate, but the Optionee shall
have the right, immediately prior to such liquidation, dissolution, merger or
combination, to exercise the Option, in whole or in part, to the extent that
such Option is then otherwise exercisable and has not previously been exercised,
provided, however, that no adjustment shall be made to an incentive stock option
which would constitute a “modification” of such Option, as such term is defined
in Section 424(h)(3) of the Code.

 

(c) Change
in Control. In the
event of any contemplated transaction which may constitute a change in control
of the Company, as provided in Section 3.2(c) of the Plan, the Board of
Directors may modify the Option granted hereunder, so as to accelerate, as a
consequence of or in connection with such transaction, the vesting of the
Optionee’s right to exercise such Option.

 

7.
 Tax
Attributes. The
incentive stock option granted pursuant to this Agreement is intended to qualify
under Section 422 of the Code and any provisions hereof which would prevent such
Options from qualifying are invalid and of no effect, except as provided in
Section 1.8 of the Plan. The Optionee will promptly give written notice to the
Company of any sale, exchange, gift, or other transaction of any shares of Stock
acquired pursuant to such incentive stock option which occurs within two years
of the date of grant of such Option or within one year after the issuance of any
shares of Stock pursuant thereto.

 

8. Agreement
Subject to Plan. No term
or condition of this Agreement shall be construed or interpreted in a manner
contrary to the purposes and provisions of the Plan, a copy of which may be
obtained from the Secretary of the Company. Any question of interpretation
arising under the Plan or this Agreement shall be resolved by the
Committee.

 

9. Restrictions
on Transfers. No
Option granted pursuant to the Plan may be transferred by an Optionee. Subject
to the provisions of Section 3(b) hereto, the Option shall be exercisable only
by an Optionee during his lifetime. 

 

10. Miscellaneous.

 

(a) The
Company reserves the right to terminate at any time, by written notice to the
Optionee, any or all of the restrictions on the Stock set forth in this
Agreement. Such termination shall be effective upon the Optionee’s receipt of
such notice.

 

(b) All
notices provided for or contemplated herein shall be addressed as
follows:

 

If to the
Company:     Blonder
Tongue Laboratories, Inc.

One Jake
Brown Road

Old
Bridge, New Jersey 08857

Attn.: Chairman
of Compensation Committee

 




	
      If
      to the Optionee:
	
      ________________

	 	
      ________________

	 	
      ________________





  




or to
such other addresses as the parties may specify in writing.

 

 

 




















 

(c) Whenever
Federal, state and local tax is due on the exercise of Options granted under
this Agreement, the Company may require the Optionee or Participant to remit an
amount sufficient to satisfy Federal, state and local withholding taxes prior to
the delivery of any certificate for such shares or the lapse of
restrictions.

 

(d) This
Agreement does not confer upon or give to the Optionee any right to continued
employment by the Company and does not in any way affect the right of the
Company to terminate the Optionee’s employment at any time.

 

(e) This
Agreement shall be construed in accordance with the laws of the State of
Delaware.

 

IN
WITNESS WHEREOF, the undersigned have executed, or have caused this Agreement to
be executed, as of the day and year first above written.

 




 

BLONDER
TONGUE LABORATORIES, INC.       OPTIONEE

 

By:_____________________________________   ___________________________________

     James A.
Luksch, Chief Executive Officer