EX-10.34



 





Exhibit 10.34




BREEZE-EASTERN CORPORATION




INCENTIVE STOCK OPTION AGREEMENT




     Agreement dated as of                                        between Breeze-Eastern Corporation, a Delaware corporation (the
“Company”), and                                          (“Optionee”), residing at                                            .



     Whereas, pursuant to the 2006 Long Term Incentive Plan of the Company (the “Plan”), the
Incentive & Compensation Committee of the Board of Directors has authorized the granting to
Optionee of an incentive stock option to purchase shares of common stock of the Company upon the
terms and conditions hereinafter stated.



     NOW THEREFORE, in consideration of the covenants herein set forth, the parties agree as
follows:




	 	1.	 	Shares & Price. The Company grants to Optionee the right to purchase,
upon and subject to the terms and conditions herein stated and the terms and conditions
of the Plan, all or any part of                                       shares of common stock ($.01 par value)
of the Company (the “Shares”), for cash at the price of $                     per share.
	 
	 	2.	 	Term of Option. This option shall expire on                                         .
	 
	 	3.	 	Installments. Subject to the provisions hereof, this option shall
become exercisable in one or more installments set forth below. Each installment shall
be for the numbers of Shares and exercisable (in whole or in part) upon and after the
dates set forth.





	 	 	 	 	 	 	 
	 	 	DATE	 	NUMBER OF SHARES	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	Shares
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Shares	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Shares	 	 







	 	 	 	The installments shall be cumulative; i.e., this option may be exercised, as to any
or all shares covered by an installment, at any time after an installment becomes
exercisable and until expiration or termination of this option.
	 
	 	4.	 	Exercise. This option may only be exercised by delivery to the Company
of (i) a written notice of exercise, in form acceptable to the Company, stating
the number of Shares then being purchased hereunder, and (ii) a check or cash, in
the amount of the purchase price of such shares (or, at the discretion of the Board
of Directors, with Shares of Company with a market value equal to the purchase price
at date of exercise).




 









 












	 	5.	 	Termination of Employment. If Optionee ceases to be employed by the
Company or a subsidiary thereof for any reason other than his death or disability,
either Optionee or the person entitled to succeed to his rights hereunder shall have
the right, at any time within three (3) months after such termination of employment and
prior to the expiration of this option pursuant to Paragraph 2 hereof, to exercise this
option to the extent, but only to the extent, that this option was exercisable and had
not previously been exercised at the date of such termination of employment; provided,
however, that all rights under this option shall expire in any event on the day
specified in Paragraph 2 hereof or three (3) months after Optionee terminates
employment, whichever first occurs.
	 
	 	6.	 	Death of Optionee & No Assignment. The option shall not be assignable
or transferable except by will or by the laws of descent and distribution and shall be
exercisable during his lifetime only by the Optionee. If Optionee shall become
disabled or die while in the employ of the Company, the Optionee or the person entitled
to succeed to his rights hereunder may exercise this option until the first to occur of
(i) the date one year from the date of the Optionee’s disability or death, or (ii) the
date such option expires pursuant to Paragraph 2 hereof to the extent that Optionee was
entitled to exercise this Option at the date of his disability or death.
	 
	 	7.	 	Employment of Optionee. In consideration of the granting of this
option by the Company, the Optionee agrees to render faithful and efficient services to
the Company or a subsidiary thereof, with such duties and responsibilities as the
Company or such subsidiary shall from time to time prescribe, for a period of at least
one year from the date this option is granted. Nothing in this Agreement or in the
Plan shall confer upon the Optionee any right to continue in the employ of the Company
or any subsidiary thereof or shall interfere with or restrict in any way the rights of
the Company, and its subsidiaries, which are hereby expressly reserved, to discharge
the Optionee at any time for any reason whatsoever, with or without good cause.
	 
	 	8.	 	No Rights as Stockholders. Optionee shall have no rights as a
stockholder with respect to the Shares covered by the option until the date of the
issuance of stock certificates to him. No adjustment will be made for dividends or
other rights for which the record date is prior to the date such stock certificates are
issued pursuant to the exercise of options granted hereunder.
	 
	 	9.	 	Modification and Termination. The rights of Optionee are subject to
modification and termination in certain events as provided in the Plan.
	 
	 	10.	 	Shares Purchased for Investment. Optionee represents and agrees that
if he exercises this option in whole or in part, he shall acquire the shares upon such
exercise for the purpose of investment and not with a view to their




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	 	 	 	resale or distribution. The Company reserves the right to include a legend on each certificate
representing shares subject to this option, stating in effect that such shares have not
been registered under the Securities Act of 1933, as amended.






	 	11.	 	This Agreement Subject to Plan. This agreement is made pursuant to all
of the provisions of the Plan, and is intended, and shall be interpreted in a manner,
to comply therewith. Any provision hereof inconsistent with the Plan shall be
superseded and governed by the Plan.
	 
	 	12.	 	Gender. Unless the context otherwise requires, the masculine gender
includes the feminine.
	 
	 	13.	 	Notices. Any notices or other communication required or permitted
hereunder shall be sufficiently given if delivered personally or sent by registered or
certified mail, postage prepaid, to the Company at its corporate headquarters, and to
the Optionee at the address above, or to such other address as shall be furnished in
writing by either party to the other party, and shall be deemed to have been given as
of the date so delivered or deposited in the United States mail, as the case may be.





     IN WITNESS WHEREOF, the parties hereto have executed this agreement.



	 	 	 	 	 
	 	BREEZE-EASTERN CORPORATION

(“COMPANY”)

 	 
	 	 	 
	 	Name:  	 	 
	 	Title:  	 
	 
	 	 	 
	 	Participant Name:	 








Grant Number:                     





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