NON-QUALIFIED STOCK OPTION AGREEMENT









EXHIBIT 10.1(c)




 




NON-QUALIFIED STOCK OPTION

AGREEMENT




FOR COMPANY EMPLOYEES




 




UNDER STOCKER & YALE,

INC.




1996 STOCK OPTION AND

INCENTIVE PLAN




 




 




	

  Name

  of Optionee:


  	

   


  
	

  No.

  of Option Shares:


  	

   


  
	

  Option

  Exercise Price per Share:


  	

   


  
	

   


  	

   


  	

  [ min. 85% of FMV]


  
				





 




	

   


  	

   


  	

   


  
	

  Grant

  Date:


  	

   


  
	

  Expiration

  Date:


  	

   


  
	

   


  	

   


  	

  [up to 10 years and 1 day]


  
				





 




 




Pursuant to the Stocker & Yale, Inc. 1996 Stock Option and

Incentive Plan (the “Plan”) as amended through the date hereof, Stocker &

Yale, Inc. (the “Company”) hereby grants to the Optionee named above an option

(the “Stock Option”) to purchase on or prior to the Expiration Date specified

above all or part of the number of shares of Common Stock, par value $.001 per

share (the “Stock”) of the Company specified above at the Option Exercise Price

per Share specified above subject to the terms and conditions set forth herein

and in the Plan.




 




1.             Vesting Schedule.  No portion of this Stock Option may be

exercised until such portion shall have vested.  Except as set forth below, and subject to the discretion of the

Committee (as defined in Section 2 of the Plan) to accelerate the vesting

schedule hereunder, this Stock Option shall be vested and exercisable with

respect to the following number of Option Shares on the dates indicated:




 




	

  Number of Option Shares Exercisable


  	

   


  	

   


  	

   


  	

   


  	

  Vesting Date


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  (


  	

   


  	

  %)


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  (


  	

   


  	

  %)


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  (


  	

   


  	

  %)


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  (


  	

   


  	

  %)


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  (


  	

   


  	

  %)


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




In the event of a Change of Control of the

Company as defined in Section 14 of the Plan, this Stock Option shall

become immediately vested and exercisable in full, whether or not this Stock

Option or any portion hereof is vested and exercisable at such time.  Once vested, this 




 




 





























 




Stock Option shall continue to be exercisable at any time or times

prior to the close of business on the Expiration Date, subject to the

provisions hereof and of the Plan.




 




2.             Manner

of Exercise.




 




(a)           The

Optionee may exercise this Option only in the following manner:  from time to time on or prior to the

Expiration Date of this Option, the Optionee may give written notice to the

Committee of his or her election to purchase some or all of the vested Option

Shares purchasable at the time of such notice. 

This notice shall specify the number of Option Shares to be purchased.




 




Payment of the purchase price for the Option

Shares may be made by one or more of the following methods:  (i) in cash, by certified or bank check

or other instrument acceptable to the Committee; (ii) in the form of

shares of Stock that are not then subject to restrictions under any Company

plan and that have been held by the Optionee for at least six months;

(iii) by the Optionee delivering to the Company a properly executed

exercise notice together with irrevocable instructions to a broker to promptly

deliver to the Company cash or a check payable and acceptable to the Company to

pay the option purchase price, provided that in the event the Optionee chooses

to pay the option purchase price as so provided, the Optionee and the broker

shall comply with such procedures and enter into such agreements of indemnity

and other agreements as the Committee shall prescribe as a condition of such

payment procedure; or (iv) a combination of (i), (ii) and (iii)

above.  Payment instruments will be

received subject to collection.




 




The delivery of certificates representing the

Option Shares will be contingent upon the Company’s receipt from the Optionee

of full payment for the Option Shares, as set forth above and any agreement,

statement or other evidence that the Company may require to satisfy itself that

the issuance of Stock to be purchased pursuant to the exercise of Options under

the Plan and any subsequent resale of the shares of Stock will be in compliance

with applicable laws and regulations.




 




(b)           Certificates

for shares of Stock purchased upon exercise of this Stock Option shall be

issued and delivered to the Optionee upon compliance to the satisfaction of the

Committee with all requirements under applicable laws or regulations in

connection with such issuance and with the requirements hereof and of the

Plan.  The determination of the

Committee as to such compliance shall be final and binding on the

Optionee.  The Optionee shall not be deemed

to be the holder of, or to have any of the rights of a holder with respect to,

any shares of Stock subject to this Stock Option unless and until this Stock

Option shall have been exercised pursuant to the terms hereof, the Company

shall have issued and delivered the shares to the Optionee, and the Optionee’s

name shall have been entered as the stockholder of record on the books of the

Company.  Thereupon, the Optionee shall

have full voting, dividend and other ownership rights with respect to such

shares of Stock.




 




(c)           The

minimum number of shares with respect to which this Stock Option may be

exercised at any one time shall be 100 shares, unless the number of shares with

respect to 




 




2





























 




which this Stock Option is being exercised is the total number of

shares subject to exercise under this Stock Option at the time.




 




(d)           Notwithstanding

any other provision hereof or of the Plan, no portion of this Stock Option

shall be exercisable after the Expiration Date hereof.




 




3.             Termination

of Employment.  If the Optionee’s

employment by the Company or a Subsidiary (as defined in the Plan) is

terminated, the period within which to exercise the Option may be subject to

earlier termination as set forth below.




 




(a)           Termination

Due to Death.  If the Optionee’s

employment terminates by reason of death, any Option held by the Optionee shall

become fully exercisable and may thereafter be exercised by the Optionee’s

legal representative or legatee for a period of 12 months from the date of

death or until the Expiration Date, if earlier.




 




(b)           Termination

Due to Disability.  If the

Optionee’s employment terminates by reason of Disability (as defined in the

Plan), any Option held by the Optionee shall become fully exercisable and may

thereafter be exercised by the Optionee for a period of [12] months from the

date of termination or until the Expiration Date, if earlier.  The death of the Optionee during the

12-month period provided in this Section 3(b) shall extend such period for

another 12 months from the date of death or until the Expiration Date, if earlier.




 




(c)           Termination

for Cause.  If the Optionee’s

employment terminates for Cause (as defined in the Plan), any Option held by

the Optionee shall terminate immediately and be of no further force and effect.




 




(d)           Other Termination. 

If the Optionee’s employment terminates for any reason other than death,

Disability or Cause, and unless otherwise determined by the Committee, any

Option held by the Optionee may be exercised, to the extent exercisable on the

date of termination, for a period of three months from the date of termination

or until the Expiration Date, if earlier. 

Any Option that is not exercisable at such time shall terminate

immediately and be of no further force or effect.




 




 The Committee’s determination

of the reason for termination of the Optionee’s employment shall be conclusive

and binding on the Optionee and his or her representatives or legatees.




 




4.             Incorporation

of Plan.  Notwithstanding anything

herein to the contrary, this Stock Option shall be subject to and governed by

all the terms and conditions of the Plan. 

Capitalized terms in this Agreement shall have the meaning specified in

the Plan, unless a different meaning is specified herein.




 




5.             Transferability.  This Agreement is personal to the Optionee,

is non-assignable and is not transferable in any manner, by operation of law or

otherwise, other than by will or the laws of descent and distribution.  This Stock Option is exercisable, during the

Optionee’s 




 




3





























 




lifetime, only by the Optionee, and thereafter, only by the Optionee’s

legal representative or legatee.




 




6.             Tax

Withholding.  The Optionee shall,

not later than the date as of which the exercise of this Stock Option becomes a

taxable event for Federal income tax purposes, pay to the Company or make

arrangements satisfactory to the Committee for payment of any Federal, state,

and local taxes required by law to be withheld on account of such taxable

event.  The Optionee may elect to have

such tax withholding obligation satisfied, in whole or in part, by (i)

authorizing the Company to withhold from shares of Stock to be issued, or (ii)

transferring to the Company, a number of shares of Stock with an aggregate Fair

Market Value that would satisfy the withholding amount due.  If the Optionee is a director or officer of

the Company within the meaning of Section 16(b) of the Securities Exchange

Act of 1934, then the following restrictions shall apply to such elections:




 




(iii)                               such election shall be made

either at least six months prior to the date as of which the exercise of this

Stock Option becomes a taxable event for Federal income tax purposes, or during

the period beginning on the third business day following the date of release of

quarterly or annual summary statements of sales and earnings of the Company and

ending on the twelfth business day following such date;




 




(iv)                              such election shall be

irrevocable; and




 




(v)                                 such election shall be

subject to the consent or disapproval of the Committee.




 




7.             Miscellaneous.




 




(a)           Notice

hereunder shall be given to the Company at its principal place of business, and

shall be given to the Optionee at the address set forth below, or in either

case at such other address as one party may subsequently furnish to the other

party in writing.




 




(b)           This

Stock Option does not confer upon the Optionee any rights with respect to

continuance of employment by the Company or any Subsidiary.




 




(c)           Pursuant

to Section 12 of the Plan, the Committee may at any time amend or cancel

any outstanding portion of this Stock Option, but no such action may be taken

which adversely affects the Optionee’s rights under this Agreement without the

Optionee’s consent.




 




	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  
	

   


  	

  Title:


  





 




4





























 




The foregoing Agreement is hereby accepted and the terms and conditions

thereof hereby agreed to by the undersigned.




 




 




 




	

  Dated:


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  Optionee’s

  Signature


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  Optionee’s

  name and address:


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  





 




 




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