exv10w2



 








EXHIBIT 10.2




AMERICAN PACIFIC CORPORATION




2008 STOCK INCENTIVE PLAN




NOTICE OF STOCK OPTION AWARD




	 	 	 	 	 	 	 
	 

	 	Grantee’s Name and Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






     You (the “Grantee”) have been granted an option to purchase shares of Common Stock, subject to
the terms and conditions of this Notice of Stock Option Award (the “Notice”), the American Pacific
Corporation 2008 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Stock
Option Award Agreement (the “Option Agreement”) attached hereto, as follows. Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.



	 	 	 	 	 	 	 
	 

	 	Date of Award	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Vesting Commencement Date	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Exercise Price per Share
	 	$
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Total Number of Shares Subject
to the Option (the “Shares”)	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Total Exercise Price
	 	$
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Type of Option:
	 	                         Incentive Stock Option	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	                         Non-Qualified Stock Option	 	 
	 
	 	 	 	 	 	 
	 

	 	Expiration Date:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Post-Termination Exercise Period:
	 	Three (3) Months	 	 






     Vesting Schedule:



     Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice,
the Plan and the Option Agreement, the Option may be exercised, in whole or in part, in accordance
with the following schedule:



	 	 	 	 	 
	[
	 	 	 	 
	 

	 

	 
	 
	 	 	 	 
	 

	 

	 
	 

	 	 	 	]
	 

	 

	 






     In the event of termination of the Grantee’s Continuous Service for Cause, the Grantee’s right
to exercise the Option shall terminate concurrently with the termination of the Grantee’s
Continuous Service, except as otherwise determined by the Administrator.



 









 





     IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the
Option is to be governed by the terms and conditions of this Notice, the Plan, and the Option
Agreement.



	 	 	 	 	 	 	 
	 	 	American Pacific Corporation,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 





THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL,
ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND
AGREES THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE
ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR
SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR RELATED
ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITH
OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS
A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL.




     The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, and
represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the
Option subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed
this Notice, the Plan, and the Option Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Notice, and fully understands all provisions of this
Notice, the Plan and the Option Agreement. The Grantee hereby agrees that all questions of
interpretation and administration relating to this Notice, the Plan and the Option Agreement shall
be resolved by the Administrator in accordance with Section 15 of the Option Agreement. The
Grantee further agrees to the venue selection in accordance with Section 16 of the Option
Agreement. The Grantee further agrees to notify the Company upon any change in the residence
address indicated in this Notice.



	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signed:	 	 	 	 
	 

	 	 

	 	 	 	 

Grantee
	 	 






EXHIBIT 10.2 – Page 2









 





AMERICAN PACIFIC CORPORATION




2008 STOCK INCENTIVE PLAN




STOCK OPTION AWARD AGREEMENT




     1. Grant of Option. American Pacific Corporation, a Delaware corporation (the
“Company”), hereby grants to the Grantee (the “Grantee”) named in the Notice of Stock Option Award
(the “Notice”), an option (the “Option”) to purchase the Total Number of Shares of Common Stock
subject to the Option (the “Shares”) set forth in the Notice, at the Exercise Price per Share set
forth in the Notice (the “Exercise Price”) subject to the terms and provisions of the Notice, this
Stock Option Award Agreement (the “Option Agreement”) and the Company’s 2008 Stock Incentive Plan,
as amended from time to time (the “Plan”), which are incorporated herein by reference. Unless
otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in
this Option Agreement.



     If designated in the Notice as an Incentive Stock Option, the Option is intended to qualify as
an Incentive Stock Option as defined in Section 422 of the Code. However, notwithstanding such
designation, the Option will qualify as an Incentive Stock Option under the Code only to the extent
the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. The $100,000
limitation of Section 422(d) of the Code is calculated based on the aggregate Fair Market Value of
the Shares subject to options designated as Incentive Stock Options which become exercisable for
the first time by the Grantee during any calendar year (under all plans of the Company or any
Parent or Subsidiary of the Company). For purposes of this calculation, Incentive Stock Options
shall be taken into account in the order in which they were granted, and the Fair Market Value of
the shares subject to such options shall be determined as of the grant date of the relevant option.



     2. Exercise of Option.



          (a) Right to Exercise. The Option shall be exercisable during its term in accordance
with the Vesting Schedule set out in the Notice and with the applicable provisions of the Plan and
this Option Agreement. The Option shall be subject to the provisions of Section 11 of the Plan
relating to the exercisability or termination of the Option in the event of a Corporate Transaction
or Change in Control. The Grantee shall be subject to reasonable limitations on the number of
requested exercises during any monthly or weekly period as determined by the Administrator. In no
event shall the Company issue fractional Shares.




          (b) Method of Exercise. The Option shall be exercisable by delivery of an exercise
notice (a form of which is attached as Exhibit A) or by such other procedure as specified from time
to time by the Administrator which shall state the election to exercise the Option, the whole
number of Shares in respect of which the Option is being exercised, and such other provisions as
may be required by the Administrator. The exercise notice shall be delivered in person, by
certified mail, or by such other method (including electronic transmission) as determined from time
to time by the Administrator to the Company accompanied by payment of the Exercise Price and all
applicable income and employment taxes required to be withheld. The Option shall be deemed to be
exercised upon receipt by the Company of such notice accompanied by the Exercise Price and all
applicable withholding taxes, which, to the extent selected, shall be deemed to be satisfied by use
of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section
3(e) below to the extent such procedure is available to the Grantee at the time of exercise and
such an exercise would not violate any Applicable Law.




          (c) Taxes. No Shares will be delivered to the Grantee or other person pursuant to the
exercise of the Option until the Grantee or other person has made arrangements acceptable to the



EXHIBIT 10.2 – Page 3









 






Administrator for the satisfaction of applicable income tax and employment tax withholding
obligations, including, without limitation, such other tax obligations of the Grantee incident to
the receipt of Shares. Upon exercise of the Option, the Company or the Grantee’s employer may
offset or withhold (from any amount owed by the Company or the Grantee’s employer to the Grantee)
or collect from the Grantee or other person an amount sufficient to satisfy such tax withholding
obligations. Furthermore, in the event of any determination that the Company has failed to
withhold a sum sufficient to pay all withholding taxes due in connection with the Option, the
Grantee agrees to pay the Company the amount of such deficiency in cash within five (5) days after
receiving a written demand from the Company to do so, whether or not the Grantee is an employee of
the Company at that time.




          (d) Section 16(b). Notwithstanding any provision of this Option Agreement to the
contrary, other than termination of the Grantee’s Continuous Service for Cause, if a sale within
the applicable time periods set forth in Sections 5, 7, 8 or 9 herein of Shares acquired upon the
exercise of the Option would subject the Grantee to suit under Section 16(b) of the Exchange Act,
the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day
following the date on which a sale of such Shares by the Grantee would no longer be subject to such
suit, (ii) the one hundred and ninetieth (190th) day after the Grantee’s termination of Continuous
Service, or (iii) the date on which the Option expires.




     3. Method of Payment. Payment of the Exercise Price shall be made by any of the
following, or a combination thereof, at the election of the Grantee; provided, however, that such
exercise method does not then violate any Applicable Law or any restriction then imposed on the
Company, provided further, that such exercise method is not then determined by the Company in its
reasonable discretion to be inappropriate (provided that in no case shall the exercise method
provided in Sections 3(a) or 3(b) be deemed inappropriate) and, provided further, that the portion
of the Exercise Price equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:



          (a) cash;




          (b) check;




          (c) surrender of Shares or delivery of a properly executed form of attestation of ownership of
Shares as the Administrator may require which have a Fair Market Value on the date of surrender or
attestation equal to the aggregate Exercise Price of the Shares as to which the Option is being
exercised;




          (d) payment through a “net exercise” such that, without the payment of any funds, the Grantee
may exercise the Option and receive the net number of Shares equal to (i) the number of Shares as
to which the Option is being exercised, multiplied by (ii) a fraction, the numerator of which is
the Fair Market Value per Share (on such date as is determined by the Administrator) less the
Exercise Price per Share, and the denominator of which is such Fair Market Value per Share (the
number of net Shares to be received shall be rounded down to the nearest whole number of Shares);
or




          (e) payment through a broker-dealer sale and remittance procedure pursuant to which the
Grantee (i) shall provide written instructions to a Company-designated brokerage firm to effect the
immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to
cover the aggregate exercise price payable for the purchased Shares and (ii) shall provide written
directives to the Company to deliver the certificates for the purchased Shares directly to such
brokerage firm in order to complete the sale transaction.




EXHIBIT 10.2 – Page 4









 








     4. Restrictions on Exercise. The Option may not be exercised if the issuance of the
Shares subject to the Option upon such exercise would constitute a violation of any Applicable
Laws. If the exercise of the Option within the applicable time periods set forth in Section 5, 7,
8 and 9 of this Option Agreement is prevented by the provisions of this Section 4, the Option shall
remain exercisable until one (1) month after the date the Grantee is notified by the Company that
the Option is exercisable, but in any event no later than the Expiration Date set forth in the
Notice.



     5. Termination or Change of Continuous Service. In the event the Grantee’s Continuous
Service terminates, other than for Cause, the Grantee may, but only during the three (3) month
Post-Termination Exercise Period, exercise the portion of the Option that was vested at the date of
such termination (the “Termination Date”). The Post-Termination Exercise Period shall commence on
the Termination Date. In the event of termination of the Grantee’s Continuous Service for Cause,
the Grantee’s right to exercise the Option shall, except as otherwise determined by the
Administrator, terminate concurrently with the termination of the Grantee’s Continuous Service
(also the “Termination Date”). In no event, however, shall the Option be exercised later than the
Expiration Date set forth in the Notice. In the event of the Grantee’s change in status from
Employee, Director or Consultant to any other status of Employee, Director or Consultant, the
Option shall remain in effect and the Option shall continue to vest in accordance with the Vesting
Schedule set forth in the Notice; provided, however, that with respect to any Incentive Stock
Option that shall remain in effect after a change in status from Employee to Director or
Consultant, such Incentive Stock Option shall cease to be treated as an Incentive Stock Option and
shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day
following such change in status. Except as provided in Sections 7, 8 and 9 below, to the extent
that the Option was unvested on the Termination Date, or if the Grantee does not exercise the
vested portion of the Option within the Post-Termination Exercise Period, the Option shall
terminate.



     6. Leave of Absence by Grantee. During any authorized leave of absence, the vesting
of the Option as provided in the Notice shall be suspended after the leave of absence exceeds a
period of three (3) months. Vesting of the Option shall resume upon the Grantee’s termination of
the leave of absence and return to service to the Company or a Related Entity. The Vesting
Schedule set out in the Notice with respect to the Option shall be extended by the length of the
suspension.



     7. Disability of Grantee. In the event the Grantee’s Continuous Service terminates as
a result of his or her Disability, the Grantee may, but only within twelve (12) months commencing
on the Termination Date (but in no event later than the Expiration Date), exercise the portion of
the Option that was vested on the Termination Date; provided, however, that if such Disability is
not a “disability” as such term is defined in Section 22(e)(3) of the Code and the Option is an
Incentive Stock Option, such Incentive Stock Option shall cease to be treated as an Incentive Stock
Option and shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1)
day following the Termination Date. To the extent that the Option was unvested on the Termination
Date, or if the Grantee does not exercise the vested portion of the Option within the time
specified herein, the Option shall terminate. Section 22(e)(3) of the Code provides that an
individual is permanently and totally disabled if he or she is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a continuous period
of not less than twelve (12) months.



     8. Death of Grantee. In the event of the termination of the Grantee’s Continuous
Service as a result of his or her death, or in the event of the Grantee’s death during the
Post-Termination Exercise Period or during the twelve (12) month period following the Grantee’s
termination of Continuous Service as a result of his or her Disability, the person who acquired the
right to exercise the Option pursuant to Section 10 may exercise the portion of the Option that was
vested at the date of termination within twelve (12) months commencing on the date of death (but in
no event later than the Expiration Date). To



EXHIBIT 10.2 – Page 5









 




the extent that the Option was unvested on the date of death, or if the vested portion of the
Option is not exercised within the time specified herein, the Option shall terminate.




     9. Retirement of Grantee. Unless otherwise determined by the Administrator at the
time of grant, if Grantee’s Continuous Service terminates by reason of Normal or Early Retirement
(as such terms are defined below), the Option may thereafter be exercised to the extent it was
exercisable at the time of such Retirement (or on such accelerated basis as the Administrator shall
determine at or after grant), but may not be exercised after (i) three (3) months after the date of
such termination of Grantee’s Continuous Service or (ii) the Expiration Date set forth in the
Notice, whichever occurs first; provided, however, that, if the Grantee dies within
such three (3) month period, the unexercised portion of the Option held by the Grantee shall
thereafter be exercisable, to the extent to which it was exercisable at the time of death, for a
period of twelve (12) months after the date of such death or for the stated term of the Option,
whichever period is shorter. For purposes of this Section 9, “Normal Retirement” shall mean
retirement from Continuous Service on or after the normal retirement date specified in the
applicable Company or Related Entity pension plan or if no such pension plan, age 65, and “Early
Retirement” shall mean retirement from Continuous Service pursuant to the early retirement
provisions of the applicable Company or Related Entity pension plan or if no such pension plan,
attainment of age 55.



     10. Transferability of Option. The Option, if an Incentive Stock Option, may not be
transferred in any manner other than by will or by the laws of descent and distribution and may be
exercised during the lifetime of the Grantee only by the Grantee. The Option, if a Non-Qualified
Stock Option, may not be transferred in any manner other than by will or by the laws of descent and
distribution, provided, however, that a Non-Qualified Stock Option may be transferred during the
lifetime of the Grantee to the extent and in the manner authorized by the Administrator.
Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s
Incentive Stock Option or Non-Qualified Stock Option in the event of the Grantee’s death on a
beneficiary designation form provided by the Administrator. Following the death of the Grantee,
the Option, to the extent provided in Section 8, may be exercised (a) by the person or persons
designated under the deceased Grantee’s beneficiary designation or (b) in the absence of an
effectively designated beneficiary, by the Grantee’s legal representative or by any person
empowered to do so under the deceased Grantee’s will or under the then applicable laws of descent
and distribution. The terms of the Option shall be binding upon the executors, administrators,
heirs, successors and transferees of the Grantee.



     11. Term of Option. The Option must be exercised no later than the Expiration Date
set forth in the Notice or such earlier date as otherwise provided herein. After the Expiration
Date or such earlier date, the Option shall be of no further force or effect and may not be
exercised.



     12. Tax Consequences. The Grantee may incur tax liability as a result of the
Grantee’s purchase or disposition of the Shares. THE GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THE OPTION OR DISPOSING OF THE SHARES.



     13. Entire Agreement: Governing Law. The Notice, the Plan and this Option Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and the Grantee
with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s
interest except by means of a writing signed by the Company and the Grantee. Nothing in the
Notice, the Plan and this Option Agreement (except as expressly provided therein) is intended to
confer any rights or remedies on any persons other than the parties. The Notice, the Plan and this
Option Agreement are to be construed in accordance with and governed by the internal laws of the
State of Delaware without giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights
and duties of the parties. Should any provision of the Notice,



EXHIBIT 10.2 – Page 6









 




the Plan or this Option Agreement be determined to be illegal or unenforceable, such provision
shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless
remain effective and shall remain enforceable.




     14. Construction. The captions used in the Notice and this Option Agreement are
inserted for convenience and shall not be deemed a part of the Option for construction or
interpretation. Except when otherwise indicated by the context, the singular shall include the
plural and the plural shall include the singular. Use of the term “or” is not intended to be
exclusive, unless the context clearly requires otherwise.



     15. Administration and Interpretation. Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or this Option Agreement shall be
submitted by the Grantee or by the Company to the Administrator. The resolution of such question
or dispute by the Administrator shall be final and binding on all persons.



     16. Venue. The Company, the Grantee, and the Grantee’s assignees pursuant to
Section 10 (the “parties”) agree that any suit, action, or proceeding arising out of or relating to
the Notice, the Plan or this Option Agreement shall be brought in the United States District Court
for the District of Nevada — Las Vegas (or should such court lack jurisdiction to hear such action,
suit or proceeding, in a Nevada state court in the County of Clark) and that the parties shall
submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent
permitted by law, any objection the party may have to the laying of venue for any such suit, action
or proceeding brought in such court. If any one or more provisions of this Section 16 shall for
any reason be held invalid or unenforceable, it is the specific intent of the parties that such
provisions shall be modified to the minimum extent necessary to make it or its application valid
and enforceable.



     17. Notices. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service or upon deposit in the United States mail
by certified mail (if the parties are within the United States), with postage and fees prepaid,
addressed to the other party at its address as shown in these instruments, or to such other address
as such party may designate in writing from time to time to the other party.



     18. Notification Regarding Incentive Stock Options. In the case of an Incentive Stock
Option, the Grantee also agrees, as partial consideration for the designation of the Option as an
Incentive Stock Option, to notify the Company in writing within thirty (30) days of any disposition
of any shares acquired by exercise of the Option if such disposition occurs within two (2) years
from the Date of Award or within one (1) year from the date the Shares were transferred to the
Grantee.



END OF AGREEMENT




EXHIBIT 10.2 – Page 7









 





EXHIBIT A




AMERICAN PACIFIC CORPORATION




2008 STOCK INCENTIVE PLAN




EXERCISE NOTICE




American Pacific Corporation

3770 Howard Hughes Parkway

Suite 300

Las Vegas, NV 89169

Attention: Secretary




     1. Exercise of Option. Effective as of today,                     ,                      the undersigned
(the “Grantee”) hereby elects to exercise the Grantee’s option to purchase shares of the Common
Stock (the “Shares”) of American Pacific Corporation (the “Company”) under and pursuant to the
Company’s 2008 Stock Incentive Plan, as amended from time to time (the “Plan”), and the Stock
Option Award Agreement(s) (the “Option Agreement(s)”) and Notice(s) of Stock Option Award (the
“Notice(s)”), as follows:



	 	 	 	 	 	 	 	 	 
	 	 	Type of	 	 	 	Number of	 	 
	Date of	 	Option	 	Exercise Price	 	Shares to	 	Total Exercise
	Award	 	ISO / NQ	 	per Share	 	Exercise	 	Price
	 	 	 	 	 	 	 	 	 




Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings
in this Exercise Notice.




     2. Representations of the Grantee. The Grantee acknowledges that the Grantee has
received, read and understood the Notice(s), the Plan and the Option Agreement(s) and agrees to
abide by and be bound by their terms and conditions.



     3. Rights as Stockholder. Until the stock certificate evidencing such Shares is
issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which the record date is
prior to the date the stock certificate is issued, except as provided in Section 10 of the Plan.



     4. Delivery of Payment. The Grantee herewith delivers to the Company the full
Exercise Price for the Shares, via the following payment method election as provided under Section
3 of the Option Agreement(s): [ ] cash; [ ] check; [ ] surrender of Shares; or [ ] “net
exercise” transaction, which, to the extent selected, shall be deemed to be satisfied by use of the
broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 3(e) of
the Option Agreement(s).



EXHIBIT 10.2 – Page 8









 






     5. Delivery of Shares. The Grantee hereby instructs the Company to issue the Shares
subject to this exercise as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	[     ]	 	Delivery of Shares in the form of a physical certificate to
the Grantee’s address noted below.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	or	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	[     ]	 	Delivery of Shares via DWAC to Grantee’s Broker.
	 

	 	 	 	Broker’s Name:	 	 	 	 	 	 	 	 
	 

	 	 	 	Broker’s Address:	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Broker’s Telephone:	 	 	 	 	 	 	 	 
	 

	 	 	 	Broker’s DTC number:	 	 	 	 	 	 	 	 






     6. Tax Consultation. The Grantee understands that the Grantee may suffer adverse tax
consequences as a result of the Grantee’s purchase or disposition of the Shares. The Grantee
represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in
connection with the purchase or disposition of the Shares and that the Grantee is not relying on
the Company for any tax advice.



     7. Taxes. The Grantee agrees to satisfy all applicable foreign, federal, state and
local income and employment tax withholding obligations and herewith delivers to the Company the
full amount of such obligations or has made arrangements acceptable to the Company to satisfy such
obligations. In the case of an Incentive Stock Option, the Grantee also agrees, as partial
consideration for the designation of the Option as an Incentive Stock Option, to notify the Company
in writing within thirty (30) days of any disposition of any shares acquired by exercise of the
Option if such disposition occurs within two (2) years from the Date of Award or within one (1)
year from the date the Shares were transferred to the Grantee.



     8. Successors and Assigns. The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this agreement shall inure to the benefit of
the successors and assigns of the Company. This Exercise Notice shall be binding upon the Grantee
and his or her heirs, executors, administrators, successors and assigns.



     9. Construction. The captions used in this Exercise Notice are inserted for
convenience and shall not be deemed a part of this agreement for construction or interpretation.
Except when otherwise indicated by the context, the singular shall include the plural and the
plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless
the context clearly requires otherwise.



     10. Administration and Interpretation. The Grantee hereby agrees that any question or
dispute regarding the administration or interpretation of this Exercise Notice shall be submitted
by the Grantee or by the Company to the Administrator. The resolution of such question or dispute
by the Administrator shall be final and binding on all persons.



     11. Governing Law; Severability. This Exercise Notice is to be construed in
accordance with and governed by the internal laws of the State of Delaware without giving effect to
any choice of law rule that would cause the application of the laws of any jurisdiction other than
the internal laws of the State of Delaware to the rights and duties of the parties. Should any
provision of this Exercise Notice be determined by a court of law to be illegal or unenforceable,
such provision shall be enforced to the fullest



EXHIBIT 10.2 – Page 9









 





extent allowed by law and the other provisions shall nevertheless remain effective and shall
remain enforceable.




     12. Notices. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service or upon deposit in the United States mail
by certified mail (if the parties are within the United States), with postage and fees prepaid,
addressed to the other party at its address as shown below beneath its signature, or to such other
address as such party may designate in writing from time to time to the other party.



     13. Further Instruments. The parties agree to execute such further instruments and to
take such further action as may be reasonably necessary to carry out the purposes and intent of
this agreement.



     14. Entire Agreement. The Plan, the applicable Notice(s) and the applicable Option
Agreement(s) are incorporated herein by reference and together with this Exercise Notice constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and the Grantee with respect to
the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Plan, the applicable
Notice(s) and the applicable Option Agreement(s) and this Exercise Notice (except as expressly
provided therein) is intended to confer any rights or remedies on any persons other than the
parties.



	 	 	 	 	 	 	 
	Submitted by:	 	Accepted by:
	 
	 	 	 	 	 	 
	GRANTEE:	 	AMERICAN PACIFIC CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

(Signature)

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	Grantee’s Address:

	 	Address:	 	 	 	 
	 
	 	 	3770 Howard Hughes Parkway	 	 
	 	 	Suite 300	 	 
	 	 	Las Vegas, NV 89169	 	 







EXHIBIT 10.2 – Page 10