Exhibit 10.2
NONQUALIFIED STOCK OPTION AGREEMENT
United Industrial Corporation 2006 Long Term Incentive Plan
THIS AGREEMENT (this "Agreement") is made as of
, 2006 by and between United
Industrial Corporation, a Delaware corporation (the "Company"), and
(the
"Participant").
Preliminary Statement
The Board of Directors of the Company (the "Board"), or a committee appointed by
the Board (the "Committee") to administer the United Industrial Corporation 2006
Long Term Incentive Plan (the "Plan"), has authorized this grant of a
non-qualified stock option (the "Option") on
, 2006 (the "Grant Date") to
purchase the number of shares of the Company's common stock, par value $1.00 per
share (the "Common Stock") set forth below to the Participant, in accordance
with the provisions of Article XIII of the Plan. Unless otherwise indicated, any
capitalized term used but not defined herein shall have the meaning ascribed to
such term in the Plan. A copy of the Plan has been delivered to the Participant.
By signing and returning this Agreement, the Participant acknowledges having
received and read a copy of the Plan and agrees to comply with it, this
Agreement and all applicable laws and regulations.
Accordingly, the parties hereto agree as follows:
1.
TAX MATTERS. NO PART OF THE OPTION GRANTED HEREBY IS INTENDED TO
QUALIFY AS AN "INCENTIVE STOCK OPTION" UNDER SECTION 422 OF THE CODE.
2.
GRANT OF OPTION. SUBJECT IN ALL RESPECTS TO THE PLAN AND THE
TERMS AND CONDITIONS SET FORTH HEREIN AND THEREIN, THE PARTICIPANT IS HEREBY
GRANTED AN OPTION TO PURCHASE FROM THE COMPANY
5,000 SHARES OF COMMON STOCK, AT
A PRICE PER SHARE OF $[•], WHICH IS THE FAIR MARKET VALUE OF A SHARE OF COMMON
STOCK ON THE GRANT DATE (THE "OPTION PRICE").
3.
VESTING AND EXERCISE.
(A)
GENERAL. SUBJECT TO THE PROVISIONS OF SECTION 3(B) HEREOF, THE OPTION
SHALL VEST AND BECOME EXERCISABLE ON THE DATE OF THE NEXT ANNUAL MEETING OF
SHAREHOLDERS OF THE COMPANY THAT OCCURS FOLLOWING THE GRANT DATE (THE "VESTING
DATE") IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13.3(C) OF THE PLAN,
PROVIDED THAT THE PARTICIPANT HAS NOT INCURRED A TERMINATION OF DIRECTORSHIP
PRIOR TO THE VESTING DATE. THERE SHALL BE NO PROPORTIONATE OR PARTIAL VESTING IN
THE PERIOD PRIOR TO THE VESTING DATE AND ALL VESTING SHALL OCCUR ON THE VESTING
DATE, SUBJECT TO THE PROVISIONS OF SECTION 3(B) HEREOF. TO THE EXTENT THAT THE
OPTION HAS BECOME VESTED AND EXERCISABLE AS PROVIDED HEREIN, THE OPTION MAY
THEREAFTER BE EXERCISED BY THE PARTICIPANT, IN WHOLE OR IN PART, AT ANY TIME OR
FROM TIME TO TIME PRIOR TO THE EXPIRATION OF THE OPTION AS PROVIDED HEREIN AND
IN ACCORDANCE WITH SECTIONS 13.3(C) AND 13.3(D) OF THE PLAN, INCLUDING, WITHOUT
LIMITATION, BY THE FILING OF ANY WRITTEN FORM OF EXERCISE NOTICE AS MAY BE
REQUIRED BY THE COMMITTEE AND PAYMENT IN FULL OF THE OPTION PRICE MULTIPLIED BY
THE NUMBER OF SHARES OF
1
COMMON STOCK UNDERLYING THE PORTION OF THE OPTION EXERCISED. UPON EXPIRATION OF
THE OPTION, THE OPTION SHALL BE