exv10w19



 





Exhibit 10.19




STOCK OPTION AGREEMENT

FOR ____________




     THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of                    , by
and between The Allied Defense Group, Inc., a Delaware corporation (“Allied”),
and                     (the “Employee”).



WITNESSETH:




     WHEREAS, the Employee is an employee of Allied and Allied desires to have
the Employee remain in its service and desires to encourage stock ownership by
the Employee and to increase the Employee’s proprietary interest in Allied’s
success; and as an inducement thereto has determined to grant to the Employee
the stock option herein provided for to the end that the Employee may thereby
be assisted in obtaining an interest, or an increased interest, as the case may
be, in the stock ownership of Allied;



     NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto hereby agree as follows:



     1. Grant. Pursuant to a resolution adopted by the Compensation
Committee of the Board of Directors of Allied, Allied hereby grants to the
Employee an option (the “Option”) to purchase  
                  shares of the Common Stock,
$0.10 par value per share, of Allied (the “Common Stock”) at $                     per share.



     2. Term. The Option is exercisable from time to time during the
period beginning on the date hereof through 4:00 p.m. (Vienna, Virginia, United
States, time) on                    , in installments as set forth below.



     3. Required Employment Period.




	3.1.	 	Provided that the Employee has remained in the
continuous employment of Allied through the particular
exercise date, the Option shall become exercisable in
installments, the Optionee having the right hereunder to
purchase from Allied the following number of shares upon
exercise of the Option, on and after the following dates, in
cumulative fashion:
	 
	 	 	3.1.1. on and after                    , up to                     shares; and
	 
	 	 	3.1.2. on and after                    , up to an additional                     shares;
	 
	 	 	3.1.3. on and after                    , up to an additional                     shares;
	 
	 	 	3.1.4. on and after                    , up to an additional                     shares; and
	 
	 	 	3.1.5. on and after                    , up to an additional                     shares.




 









 






	3.2.	 	For the purposes of the Option, employment by any
parent corporation or subsidiary corporation of Allied shall
be considered employment by Allied. Neither the granting of
nor any provision contained in the Option shall obligate
Allied to continue the employment of the Employee or in any
manner restrict or affect the right of Allied to terminate the
employment of the Employee at any time for any reason, with or
without cause.
	 
	3.3.	 	Notwithstanding the provisions of Section 3.1
above, upon a “Change of Control” as defined in your letter
agreement dated as of                    , the Option shall become
immediately exercisable with respect to all previously
unexercised shares of Common Stock covered by the Option.





     4. Termination of Option.




	4.1.	 	The Option, to the extent not previously
exercised, shall terminate upon the expiration of three (3)
months after the termination of the employee’s employment with
Allied, notwithstanding the reason for such termination of
employment. In such event, the Option, to the extent
unexercised, shall terminate, be forfeited and shall lapse.
	 
	4.2.	 	If the Employee dies while he is an employee of
Allied or ceases to be an employee as a result of disability,
the Option may be exercised by the disabled Employee, or by
the person or persons to whom his rights under the Option
shall pass by will or by the applicable laws of descent and
distribution; provided, however, that no such Option may be
exercised after one (1) year from the Employee’s date of death
or the date the Employee ceases to be an employee as a result
of disability, whichever is applicable. Upon expiration of
said period, the Option, to the extent unexercised, shall
terminate, be forfeited and shall lapse.





     5. Method of Exercise of Option. The Option may be exercised by
written notice directed to the Treasurer of Allied, at Allied’s principal place
of business, specifying the number of shares of Common Stock with respect to
which the Option is being exercised. The notice must be accompanied by payment
of the full purchase price in cash or other consideration acceptable to the
Board of Directors.



     6. Requirements of Law. Allied shall not be required to sell or
issue any shares of Common Stock under the Option if the issuance of such
shares shall constitute a violation of any provisions of any law or regulation
of any governmental authority.



     7. Transferability and Sale. Except as permitted by the 2001 Equity
Incentive Plan, as amended (the “Plan”), the Option may not be transferred or
assigned in any manner by the Employee, except to his heirs or devisees, and
shall be exercisable during his
lifetime only by the Employee. Upon any attempt to transfer the Option or
to assign, pledge, hypothecate or otherwise dispose of the Option or of any
rights granted hereunder, contrary to the provisions



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hereof, or upon the levy
or any attachment or similar process upon the Option or such rights, the Option
and such rights shall immediately become null and void.



     8. No Rights as Stockholder. The Employee shall have no rights as a
stockholder with respect to shares covered by the Option until the date of
issuance of a stock certificate for such shares; no adjustment for dividends or
otherwise shall be made if the record date therefor is prior to the date of
exercise of such Option.



     9. Status of Option.




	9.1.	 	The Option is issued pursuant to the Plan.
	 
	9.2.	 	The Option is intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code and
shall be so construed to the extent of        
            shares first
exercisable as of each of                    ; provided, however, that
nothing herein shall be deemed to be or interpreted as a
representation, guarantee or other undertaking on the part of
Allied that this Option is or will be determined to be in
incentive stock option within the meaning of Section 422 of
the Code. The balance of the Option (i.e., to the extent of
                 
  shares first exercisable as of each                    ) shall be a
non-statutory stock option.





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.



	 	 	 	 	 	 	 
	 	 	THE ALLIED DEFENSE GROUP, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
	 	 







     I hereby accept the foregoing Option and agree to all the terms and
conditions set forth in the foregoing Agreement.



	 	 	 
	

	 	








Allied/Stock Option Agreement (Employee Form)





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