Insert - Exhibit 10









EXHIBIT 10.1(d)




 




NON-QUALIFIED STOCK OPTION

AGREEMENT




FOR NON-EMPLOYEE DIRECTORS




 




UNDER STOCKER & YALE,

INC.




1996 STOCK OPTION AND

INCENTIVE PLAN




 




 




	

  Name

  of Optionee:


  	

   


  
	

  No.

  of Option Shares:


  	

   


  
	

  Option

  Exercise Price per Share:


  	

   


  
	

   


  	

  [FMV]


  
	

  Grant

  Date:


  	

   


  
	

  [fifth business day after each annual meeting]


  
	

  Expiration

  Date:


  	

   


  
	

   


  	

  [10 years]


  
							





 




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, who is a

Director of the Company but is not an employee of the Company, 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.  No portion of this Stock Option may be

exercised until this Stock Option shall have vested.  Except as set forth below, this Stock Option shall be fully

vested and exercisable on the second anniversary of the Grant Date.




 




In the event of (i) the termination of the Optionee’s service as a

director of the Company because of disability or death, or (ii) 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

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.             Exercise of

Stock Option.




 




(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 the shares subject to this Stock Option, or to have any of the rights

of a holder, 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 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 as

Director. If the Optionee ceases to be a Director of the Company, the

period within which to exercise the Stock Option may be subject to earlier

termination as set forth below.




 




2





























(a)           Termination For

Cause.  If the Optionee ceases to be

a Director for Cause (as defined in the Plan), any Stock Option held by the

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




 




(b)           Termination by

Reason of Death.  If the Optionee

ceases to be a Director by reason of death, any Stock Option held by the Optionee

may be exercised by his or her legal representative or legatee for a period of

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




 




(c)           Other Termination.  If the Optionee ceases to be a Director for

any reason other than Cause or death, any Stock Option held by the Optionee may

be exercised for a period of six months from the date of termination or until

the Expiration Date, if earlier.




 




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

Optionee’s legal representative or legatee.




 




6.             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 as a

Director.




 




(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:


  





 




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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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