**Exhibit 10.1**

 

**UTI Corporation**

**2000 Stock Option and Incentive Plan**

**Non-Incentive Stock Option Agreement**

 

OptionNumber:

 

GrantDate:

 

StockOption Exercise Price:

 

LastDate to Exercise:  (1)

 

Numberof Shares of Common Stock

Coveredby Grant of Options:

 

Nameof Optionee:

 

We are pleased to inform you that the Board ofDirectors (the “Board”) has granted you an option to purchase UTI Corporationcommon stock, par value $.01 (“Stock”). Your grant has been made under the UTI Corporation 2000 Stock Option andIncentive Plan (the “Plan”), which, together with the terms contained in thisAgreement, sets forth the terms and conditions of your grant and isincorporated herein by reference.  A copyof the Plan is attached.  Please reviewit carefully.  If any provisions of theAgreement should appear to be inconsistent with the Plan, the Plan willcontrol.

 

 
|                     | This  stock option grant has been executed and |
|--------------------------|------------------------------------------------|
|                     | delivered  as of                               |
|                     | on  behalf of UTI Corporation                  |
|                     |                                           |
|                     |                                           |
|                     |                                           |   |
|                     | Name:                                          |
|                     | Title:                                         |
|                     |                                           |
| ACCEPTED  AND AGREED TO: |                                           |
|                     |                                           |
|                     |                                           |
|                     |                                           |   |
|                          |                                                |  |  |

 

 

*This is not a stock certificate or a negotiableinstrument.  Non-Transferable.*

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(1)      Certainevents can cause an earlier termination of the Option.  See “Exercise” below.  

 

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**1.   Vesting:**

The Option is vested as to 100% of the shares of Stockpurchasable pursuant to the Option upon execution of this Agreement.

 

**2.   Exercise:**

Youmay exercise this Option, in whole or in part, to purchase a whole number ofvested shares of not less than 100 shares, unless the number of sharespurchased is the total number available for purchase under the Option, byfollowing the exercise procedures as set forth in the Plan.  All exercises must take place before the LastDate to Exercise, or such earlier date following your death, disability or yourceasing to provide services as described below under “Service Requirements.”  The number of shares you may purchase as ofany date cannot exceed the total number of shares vested by that date, less anyshares you have previously acquired by exercising this Option.  Section 18 of the Plan provides adescription of certain events involving a change in control of the Company thatmay cause your Option to terminate before the Last Date to Exercise.

 

**3.   ServiceRequirements:**

If youcease to provide services to the Company or its affiliates, you or your estatewill have twelve (12) months from the later of (i) the cessation of yourprovision of services to the Company and (ii) the date the Stock becomepublicly traded as described in **Section 5(f)**.  The Board shall have the authority, in itssole discretion, to determine if you have ceased to provide services to theCompany or its affiliates.

 

**4.   Taxesand Withholding:**

ThisOption shall not constitute an Incentive Stock Option within the meaning of Section 422of the Internal Revenue Code of 1986, as amended.  In the event that the Company or any of itsaffiliates determines that any federal, state, local or foreign tax orwithholding payment is required relating to the exercise or sale of shares arisingfrom this grant, the Company shall have the right to require such payments fromyou, or withhold such amounts from other payments due to you from the Companyor an affiliate.

 

**5.   Non-transferability:**

a. *General.*  During your lifetime, only you (or, in theevent of your legal incapacity or incompetency, your guardian or legalrepresentative) may exercise the Option and no Option shall be assignable ortransferable by you, other than by will or the laws of descent anddistribution.

 

b. *Right of First Refusal.*  You (or such other individual who is entitledto exercise an Option) may not sell, pledge, assign, gift, transfer, orotherwise dispose of any shares of Stock acquired pursuant to an Option to anyperson or entity without first offering such shares to the Company for purchaseon the same terms and conditions as those offered the proposed transferee.  The Company may assign its right of firstrefusal under this **Section 5(b)**,in whole or in part, to (1) any holder of stock or other securities of theCompany (a “Stockholder”), (2) any affiliate or (3) any other personor entity that the Board determines has a sufficient relationship with orinterest in the Company.  The Companyshall give reasonable written notice to you of any such assignment of itsrights.  The restrictions of this **Section 5(b) **re-apply to any person to whom Stockthat was originally acquired pursuant to an Option is sold, pledged, assigned,bequeathed, gifted, transferred or otherwise disposed of, without regard to thenumber of such subsequent transferees or the manner in which they acquire theStock, but the restrictions of this **Section 5(b) **donot apply to a transfer of Stock that occurs as a result of your death or thedeath of any subsequent transferee (but shall apply to the executor, theadministrator or personal representative, the estate, and the legatees,beneficiaries and assigns thereof).

 

c. *Company’s**Repurchase Rights.* Upon the termination of your employment or other relationship with theCompany or an affiliate, the Company shall have the right, for a period of upto twelve months following such termination, to repurchase any or all of theshares acquired by you or your transferee pursuant to this Option (includingshares that were previously transferred pursuant to **Sections 5(b) **above),at a price equal to the fair market value, as defined in Section 5(e) hereof,of such shares on the date of termination. Upon the exercise of an Optionfollowing termination of your employment or other relationship with the Companyor an affiliate, the Company shall have the right, for a period of up to twelvemonths following such exercise, to repurchase any or all such shares of Stockacquired by you pursuant to such exercise of such Option at a price that isequal to the fair market value, as defined in Section 5(e) hereof,  of such shares (including shares that werepreviously transferred pursuant to **Section 5(b) **above)on the date of exercise.  In the eventthat the Company determines that it cannot or will not exercise its rights topurchase Stock under this **Section 5(b)**,in whole or in part, the Company may assign its rights, in whole or in part, to(1) any Stockholder, (2) any affiliate or (3) any other personor entity 

 

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that the Board determines has a sufficientrelationship with or interest in the Company. The Company shall give reasonable written notice to the individual ofany assignment of its rights.

 

d.  *Installment Payments.*** **In the case of any purchase ofStock under this **Section 5**, at the option ofthe Company or its permitted assignee, the Company or its permitted assigneemay pay you, the transferee of the Option or other registered owner of theStock the purchase price in three or fewer annual installments.  Interest shall be credited on theinstallments at the applicable federal rate (as determined for purposes of Section 1274of the Code) in effect on the date on which the purchase is made.  The Company or its permitted assignee shallpay at least one-third of the total purchase price each year, plus interest onthe unpaid balance, with the first payment being made on or before the 60th dayafter the purchase.

 

e.  *Fair Market Value*.  Asused in this Section 5 and notwithstanding anything to the contrary in thePlan, the term “fair market value” shall mean the price per share establishedpursuant to an applicable appraisal, as hereinafter defined, prepared by aBoard-appointed independent appraiser who satisfies the requirements that wouldbe applicable under section 401(a)(28)(C) of the Code if this was anemployee stock ownership plan.  To be anapplicable appraisal, the appraisal must have been completed as of a date nomore than six (6) months before or after the date of the event giving riseto the necessity of determining the fair market value of shares of Stockhereunder, as the Board shall determine in good faith.

 

f.  *Publicly Traded Stock.* If the Stock is listed on an established national or regional stockexchange or is admitted to quotation on the National Association of SecuritiesDealers Automated Quotation System, or is publicly traded in an establishedsecurities market, the foregoing transfer restrictions of **Sections 5(b) **and**5(c) **shall terminate as of thefirst date that the Stock is so listed, quoted or publicly traded.

 

**6.   MarketStandoff Agreement:**

Inconnection with the initial public offering of the Company’s securities andupon request of the Company or the underwriters managing such underwrittenoffering of the Company’s securities, you (or your transferee) agree not tosell, make any short sale of, loan, grant any option for the purchase of, orotherwise dispose of any shares of Stock acquired pursuant to this Option(other than those included in the registration) without the prior writtenconsent of the Company or such underwriters, as the case may be, for suchperiod of time (not to exceed 180 days) from the effective date of suchregistration as may be requested by the Company or such managing underwritersand to execute an agreement reflecting the foregoing as may be requested by theunderwriters at the time of the Company’s initial public offering.

 

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