EX-10.9 FORM OF STOCK OPTION AGREEMENT



 




Exhibit
10.9a


CONFIDENTIAL MEMORANDUM

and

1997 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT




	 	 	 	 	 
	TO:
	 	 	 	 
	 
	 	 	 	 
	FROM:

	 	Alfred G. Hansen, CEO	 	 
	 
	 	 	 	 
	SUBJECT:

	 	Stock Option Award
	 	DATE:
	 
	 	 	 	 
	 





I am pleased that you have been selected by the Compensation Committee of the Board of Directors to
receive an option for shares of the common stock of EMS Technologies, Inc. When signed by you and
validated by the initials of the Company’s Secretary, this Memorandum will be the Agreement
evidencing your option.



As was true in 2005, the options have a six-year expiration date, and vest at a rate of 25% per
year over a four-year period. This year, for the first time, vesting at each of the four vesting
dates is also subject to the performance condition that your division (or the company as a whole in
the case of corporate personnel) achieves at least 80% of its target earnings for the calendar year
preceding each vesting date. The target earnings will be determined at the beginning of each year
as part of the annual plan as approved and recorded for compensation purposes by the Compensation
Committee of the Board of Directors. In the event you change divisions during any year, the
performance condition will be based on the division with which you are employed for the greatest
amount of time during the year.



The new performance condition reflects an important trend in compensation philosophy, and growing
investor insistence that management rewards be based on the delivery of performance that enhances
shareholder value.



	 	 	 	 	 	 	 
	Your Option has the following terms:	 	 	 	 
	Grant Date:

	 	 	 	Total Shares:	 	 
	 
	 	 	 	 	 	 
	Expiration Date:

	 	«Expiration_Date»
	 	Exercise Price:	 	 
	 
	 	 	 	 	 	 
	1st Date for Exercise:

	 	 	 	Number of shares:
	 	*
	2nd Date for Exercise:

	 	 	 	Number of shares:
	 	*
	3rd Date for Exercise:

	 	 	 	Number of shares:
	 	*
	4th Date for Exercise:

	 	 	 	Number of shares:
	 	*






 





			
	*	 	Subject to achievement of performance conditions






Your option is also subject to the other terms specified in the Terms of Officer Stock Option, Form
1/25/01. This document is being or has been provided to you by e-mail. The Plan and the
Prospectus for the 1997 plan that describes our options and outlines information, such as tax
consequences, related to exercising your option, are each available by going to our intranet,
EMSTonline. Select the Document Library tab, then select the folder named Documents. Click on
Human Resources and then on Stock Plans.



This option grant was recommended by the CEO based on your current and potential contributions to
our Company’s overall success. It is a long-term incentive, and for this reason requires continued
employment to become exercisable, and to remain exercisable for its full six year life. It is our
hope and goal that, as a result of our combined efforts over these six years, and the achievement
of our performance objectives, EMS stock will become worth substantially more than the exercise
price. In this way, the option program allows top performers to share in the Company’s long-term
growth and success.



                    , thank you for your contributions to EMS Technologies. Your valued contributions will
ensure the continuous progress of EMS, and these stock options allow you to share in the Company’s
success. I look forward to continuing our work together to achieve our mutual success.



***********************************************




	 	 	 	 	 
	I acknowledge and accept this Stock Option Agreement including the terms and
conditions set forth in Terms of Officer Stock Option, Form 1/25/01.	 	Validated
	 

	 	 	 	 
	                                                            

	 	                                        , 2006
	 	Secretary
	Signature
	 	 	 	 




















 




Exhibit
10.9b



EMS TECHNOLOGIES, INC.




1997 STOCK INCENTIVE PLAN

TERMS OF OFFICER STOCK OPTION

FORM 1/25/01




     THIS TERMS OF OFFICER STOCK OPTION sets forth certain terms of, and is included as part of,
each Stock Option Agreement (the “Agreement”) that specifically refers to this Form and that has
been issued from time to time by EMS TECHNOLOGIES, INC., a Georgia corporation (hereinafter
referred to as the “Corporation”) to certain of its employees (herein, “Employee”) who are also
officers of the Corporation.



WITNESSETH



     WHEREAS, the Board of Directors (the “Board”) of the Corporation has adopted a stock incentive
plan for the Corporation’s and its subsidiary corporations’ officers and employees, known as the
“EMS Technologies, Inc. 1997 Stock Incentive Plan” (hereinafter referred to as the “Plan”);



     WHEREAS, the Compensation Committee (the “Committee”) is authorized to grant to persons who
are Officers (as defined in the Plan) options enabling them to purchase shares of the Corporation’s
common stock as allocated by the Committee;



     WHEREAS, the Committee has determined that the Employee is eligible to participate in the
Plan, and that it is in the best interests of the Corporation that the Employee, through such
participation, be provided with additional incentive to achieve the Company’s objectives; and



     WHEREAS, as an employment incentive and to encourage stock ownership, the Committee has
granted the Employee an option (the “Option”) to purchase the number of shares of the Corporation’s
common stock set forth in the Agreement.



     NOW, THEREFORE, the following terms are included and incorporated in the Agreement:



     1. Incorporation of Plan. The Option has been granted pursuant to the provisions of
the Plan, which has been provided or made available to the Employee, and the terms of and
definitions set forth in the Plan are incorporated by reference into the Agreement and made a part
thereof.



     2. Grant of Option. Subject to the terms and conditions stated herein, the Agreement,
when signed by the Employee and validated by the Corporation’s Secretary, evidences the grant by
the Corporation to the Employee, not in lieu of salary or other compensation, of the right and
option, which is not an ISO, to purchase all or any part of an aggregate of the Number of Shares of
the Corporation’s $.10 par value common stock (the “Common Stock”), specified in the Agreement,
beginning on the First Date for Exercise specified in the Agreement.



     The Option shall expire and is not exercisable after 5:00 p.m., Atlanta time, on the
Expiration Date specified in the Agreement (the “Expiration Date”), or such other date as
determined pursuant to Section 8, 9 or 10.



     Notwithstanding the beginning date or dates for exercise set forth in the second preceding
paragraph, but subject to the provisions of the preceding paragraph with respect to expiration of
the Option, the Option may be exercised as to all or any portion of the full number of shares
subject thereto if: (a) a tender offer or exchange offer has been made for shares of the Common
Stock, other than one made by the Corporation, provided that the corporation, person or other
entity making such offer purchases or otherwise acquires shares of Common Stock pursuant to such
offer; or (b) any person or group (as such terms are defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the “Act”)), becomes the holder of 50% or more of the outstanding
shares of Common Stock. If either of the events specified in this paragraph has occurred, the



1









 







Option shall be fully exercisable: (x) in the event of (a) above, during the period commencing on
the date the tender offer or exchange
offer is commenced and ending on the date such offer expires and is not extended; or (y) in the
event of (b) above, during the 30-day period commencing on the date upon which the Corporation is
provided a copy of a Schedule 13D or amendment thereto, filed pursuant to Section 13(d) of the Act
and the rules and regulations promulgated thereunder, indicating that any person or group has
become the holder of 50% or more of the outstanding shares of Common Stock. In the case of (a)
above, if the corporation, person or other entity making the offer does not purchase or otherwise
acquire shares of Common Stock pursuant to such offer, then the Employee’s right under this
paragraph to exercise the Option shall terminate, the Employee and the Corporation shall rescind
any exercise of the Option pursuant to this paragraph, and the Option shall be reinstated as if
such exercise had not occurred.



     3. Purchase Price. The price per share to be paid by the Employee for the shares
subject to the Option shall be the Exercise Price specified in the Agreement.



     4. Exercise Terms. Beginning on the date or dates specified in, and prior to the
expiration of the Option as provided in, Section 2, the Employee may exercise the Option as to all
such number of shares, or as to any part thereof, at any time and from time to time during the
remaining term of the Option; provided that the Employee must exercise the Option for at least the
lesser of 100 shares or the unexercised portion of the Option. In the event the Option is not
exercised with respect to all or any part of the shares subject to the Option prior to its
expiration, the shares with respect to which the Option was not exercised shall no longer be
subject to this Option.



     5. Option Non-Transferable. The Option and all rights thereunder are neither
assignable nor transferable by the Employee otherwise than by will or under the laws of descent and
distribution, or pursuant to a Qualified Domestic Relations Order, and during the Employee’s
lifetime the Option is exercisable only by him or her (or by his or her guardian or legal
representative, should one be appointed, or qualified transferee). More particularly (but without
limiting the generality of the foregoing), the Option may not be assigned, transferred (except as
aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise), and
shall not be subject to execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions
hereof shall be null and void and without legal effect.



     6. Notice of Exercise of Option. The Option may be exercised by the Employee, or by
his or her administrator, executor, personal representative or qualified transferee, by a written
notice (in substantially the form of the “Notice of Exercise” attached hereto as Annex A) signed by
the Employee, or by such administrator, executor, personal representative or qualified transferee,
and delivered or mailed to the Corporation at its principal office in Norcross, Georgia, to the
attention of the President, Treasurer or such other officer as the Corporation may designate. Any
such notice shall (a) specify the number of shares of Common Stock which the Employee or such
administrator, executor, personal representative or qualified transferee, as the case may be, then
elects to purchase hereunder, and (b) be accompanied by (i) a certified or cashier’s check payable
to the Corporation, or personal check acceptable to the Corporation, in payment of the total price
applicable to such shares as provided herein, or (ii) (subject to any restrictions referred to in
Annex A) shares of Common Stock, owned by him or her and duly endorsed or accompanied by stock
transfer powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B
executed with respect to the number of such shares, having a Fair Market Value equal to the total
purchase price applicable to the shares purchased hereunder, or (iii) such a check, and the number
of such shares (or attestation with respect thereto) whose Fair Market Value when added to the
amount of the check equals the total purchase price applicable to such shares purchased under the
Option. Such notice shall also be accompanied by such a check or shares of Common Stock in payment
of applicable withholding and employment taxes, or the person exercising this Option shall
authorize (by use of Annex B or otherwise) the withholding of shares of Common Stock otherwise
issuable under this Option in payment of such taxes, all as set forth on Annex A and subject to any
restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and
subject to the terms hereof, the Corporation agrees to cause to be issued to the Employee or to
such administrator, executor, personal representative or qualified transferee, as the case may be,
stock certificates for the number of shares specified in such notice registered in the name of the
person exercising the Option.



2









 





     7. Adjustment in Option. If, between the Date of Grant specified in the Agreement and
prior to the complete exercise of the Option, there shall be a change in the outstanding Common
Stock by reason of one or more stock splits, stock dividends, combinations or exchanges of shares,
recapitalizations or similar capital adjustments, then the number, kind and purchase price of the
shares remaining subject to the Option shall be equitably adjusted in
accordance with the terms of the Plan, so that the proportionate interest in the Corporation
represented by the shares then subject to the Option shall be the same as before the occurrence of
such event.



     8. Termination of Employment. Except as set forth in Section 10, if the Employee
ceases to be employed as an employee of the Corporation or any of its Subsidiaries (such event
being hereinafter referred to as a “Termination” and such corporation that employs the Employee
from time to time as the “Employer”), before the First Date for Exercise set forth in the
Agreement, then the Option shall forthwith terminate on the date of Termination and shall not
thereafter be or become exercisable.



     In the event of a Termination after the First Date for Exercise set forth in the Agreement,
which Termination is (i) voluntary on the part of the Employee and with the written consent of the
Employer, (ii) involuntary and without cause, or (iii) the result of retirement at the normal
retirement date, as prescribed from time to time by the Employer, or at an earlier date expressly
approved by the Employer as an early retirement date for the Employee, the Employee may exercise
the Option at any time within a period ending at the earlier of the Expiration Date or 5:00 p.m.,
Atlanta time, on the third anniversary of such Termination, to the extent of the number of shares
that were purchasable thereunder at the date of Termination.



     In the event of a Termination that is either (i) for cause or (ii) voluntary on the part of
the Employee and not described in the preceding paragraph, the Option, to the extent not
theretofore exercised, shall forthwith terminate and shall not thereafter be or become exercisable.



     The Option does not confer upon the Employee any right with respect to continuance of
employment by the Corporation or any of its Subsidiaries. The Option shall not be affected by any
change of employment, so long as the Employee continues to be an employee of the Corporation or any
such Subsidiary. In the event the Employer is not the Corporation, and such Employer ceases to be
the Corporation’s Subsidiary, as a result of a sale of stock or assets or other change of corporate
status, then in the discretion of the Committee (but subject to Section 5.2 of the Plan regarding
certain transactions affecting the Corporation) either: (i) the Option shall remain in effect as
if such sale or other change of status had not occurred, for so long as Employee shall remain an
employee of the corporation that previously was such Subsidiary, or of any successor or subsequent
Parent of such corporation, or of any Subsidiary of either such corporation or any such Parent or
successor; or (ii) concurrent with such sale or change of status, the Corporation shall redeem the
Option at a price equal to the number of shares then subject thereto (whether or not then
purchasable) multiplied by the excess (if any) of the then Fair Market Value of each such share
over the purchase price per share specified in Section 3 (as adjusted pursuant to Section 7).



     9. Disabled Employee. In the event of a Termination because the Employee becomes
disabled, the Employee (or his or her personal representative) may exercise the Option at any time
within a period ending at the earlier of the Expiration Date or 5:00 p.m., Atlanta time, on the
first anniversary of such Termination, to the extent of the number of shares that were purchasable
thereunder at the date of Termination.



     For the purposes of the foregoing paragraph the Employee shall be considered “disabled” if he
or she is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to last for a continuous period of
not less than twelve months.



     10. Death of Employee. In the event of the Employee’s death while employed by the
Corporation or any of its Subsidiaries, or during a period in which the Employee may exercise the
Option notwithstanding an earlier Termination, the persons described in Section 6 may exercise the
Option at any time within a period ending at the earlier of (i) 5:00 p.m., Atlanta time, on the
third anniversary of the Employee’s death, or (ii) the Expiration Date, but in any event ending not
earlier than 5:00 p.m., Atlanta time, on the first anniversary of the Employee’s death. If the
Employee was an employee of the Corporation or one of its Subsidiaries at the time of



3









 






the Employee’s death, the Option may be so exercised to the extent of the full number of shares subject
thereto. If a Termination occurred prior to Employee’s death, the Option may be so exercised only
to the extent of the number of shares that were purchasable hereunder at the date of Termination.



     11. Competitive Activities. The Option is subject to Section 9.2 of the Plan, which
provides that if the Employee provides services to a competitor of the Corporation or any of its
Subsidiaries, whether as an employee,
officer, director, independent contractor, consultant, agent or otherwise, such services being
of a nature that can reasonably be expected to involve the skills and experience used or developed
by the Employee while an employee of the Corporation or any such Subsidiary, then the Employee’s
rights under the Option shall thereupon be forfeited and terminated, subject to a determination to
the contrary by the Committee.



     12. Binding Agreement. The Agreement, including the terms and condition set forth in
this Terms of Stock Option, shall be binding upon the Employee and the Corporation, and their
representatives, successors and assigns.



4









 





ANNEX A




EMS TECHNOLOGIES, INC.

1997 STOCK INCENTIVE PLAN




Notice of Exercise

of Stock Option




     The undersigned hereby notifies EMS Technologies, Inc. (the “Corporation”) of his or her
election to exercise an option to purchase                      shares of the Corporation’s common stock,
$.10 par value (the “Common Stock”), pursuant to that Stock Option Agreement (the “Agreement”)
between                                          (the “Employee”) and the Corporation dated  
                                       ,
200     . Accompanying this Notice is (1) a certified or a cashier’s check (or other check acceptable
to the Corporation) in the amount of $                                         payable to the Corporation and/or (2)
(subject to such restrictions as may be determined to be necessary or appropriate to avoid earnings
charges or other adverse consequences to the Corporation under applicable accounting or tax rules
or regulations)                                          shares of the Common Stock presently owned by the undersigned and
duly endorsed or accompanied by stock transfer powers, or in lieu thereof, the form of Attestation
of Share Ownership attached as Annex B to the Terms of Officer Stock Option referenced in the
Agreement, executed with respect to the number of such shares having an aggregate Fair Market Value
(as defined in the EMS Technologies, Inc. 1997 Stock Incentive Plan (the “Plan”)) as of the date
hereof of $                                         , such amounts being equal, in the aggregate, to the purchase price per
share set forth in the Agreement multiplied by the number of shares being hereby purchased (in each
instance subject to appropriate adjustment pursuant to Section 7 of such Terms of Officer Stock
Option).



     Also accompanying this Notice is my check in the amount of $                                         , in payment of
federal and state income withholding and employment taxes applicable to this exercise. The amount
of such payment is based on advice received from appropriate officials of the Corporation
responsible for the administration of its payroll and employment tax obligations. Alternatively,
or in addition, and subject to such restrictions as may be determined in the discretion of the
Corporation to be necessary or appropriate to comply with Rule 16b-3 under the Securities Exchange
Act of 1934, or to avoid earnings charges or other adverse consequences to the Corporation under
applicable accounting or tax rules or regulations, in full or partial payment of such taxes:



(1) I deliver herewith an additional                                          (shares of the Common Stock (or
the form of Attestation of Share Ownership with respect thereto) presently owned by
me, having an aggregate Fair Market Value as of the date hereof of $                                        ;
and/or



(2) I hereby authorize the Corporation to withhold, from the shares of Common stock
otherwise issuable to me pursuant to this exercise,                                         such shares having
an aggregate Fair Market Value at the date hereof of $                                        .



The sum of (i) any such check plus (ii) the Fair Market Value at the date hereof of any shares of
Common Stock specified in the foregoing clauses (1) and (2) is not less than the amount of federal
and state withholding and employment taxes applicable to this exercise, and is not greater than the
total of all federal and state income and employment taxes to be owed by me as a result of such
exercise.



     IN WITNESS WHEREOF, the undersigned has set his or her hand and seal, this            day
of                    , 20          .



EMPLOYEE OR HIS OR HER ADMINISTRATOR,

EXECUTOR, PERSONAL REPRESENTATIVE OR

QUALIFIED TRANSFEREE




                                                                 



5









 





ANNEX B




EMS TECHNOLOGIES, INC.




1997 Stock Incentive Plan

Attestation of Share Ownership




     Pursuant to the Notice of Exercise submitted herewith, I have elected to purchase
                     shares of the common stock of EMS Technologies, Inc. (the “Company”), pursuant to
the Stock Option Agreement dated                       (the “Option”), at an aggregate exercise price of
$                      (the “Option Price”). I hereby attest to ownership of the shares specified below (the
“Shares”) and hereby tender the Shares in payment of (i) $                     of the Option Price, and (ii)
$                     of withholding and related taxes due upon exercise of the Option, in each case based
on their Fair Market Value on the date hereof (as determined under the Plan) of $                     per
share).



     I certify that I have held the Shares that I am tendering (i) for at least one year after
acquiring such Shares through the exercise of an Incentive Stock Option, and (ii) for at least six
months after acquiring such Shares in any other manner.



     Although the Company has not required me to make actual delivery of certificates evidencing
the Shares, as a result of which I (and the co-owner, if any of the Shares) will retain ownership
of such Shares, I represent that I, with the consent and agreement of the co-owner (if any) of the
Shares, have full power to deliver and convey such certificates to the Company, and therefore could
have caused the Company to become sole owner of such Shares. The co-owner of the Shares, by
signing this form, consents to these representations and the exercise of the Option by this notice.



	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Common Stock Certificate(s) No.	 	 	Number of	 	 	Number of Shares Subject	 
	 	or Brokerage Account	 	 	Shares Represented	 	 	to this Attestation	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 





You are hereby instructed to apply towards the Option Price: (check one)





	 	o	 	The maximum number of whole shares necessary to pay the Option Price and specified
taxes, or, if fewer, the total number of listed Shares, with any remaining amount to be
paid by check accompanying the Notice of Exercise.
	 
	 	o	 	                     of the listed Shares with the remaining amount to be paid by check
accompanying the Notice of Exercise





In each case, the balance of the Shares for which the Option is being exercised will be issued as
specified in the Notice of Exercise.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	Date

	 	 	 	 	 	 	 	Signature	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Co-Owner’s Name (if any)
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	Date	 	 	 	 	 	 	 	Co-Owner’s Signature







6