EXHIBIT 10.1
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2000 INCENTIVE PLAN FOR TOR MINERALS INTERNATIONAL, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
(Performance Award)
OPTION NO.: 2016 - 001
Shares: 150,000
Date of Grant: April 21, 2016
A Nonqualified Stock Option (the "Option") for a total of 150,000 shares common
stock, par value of $0.01 per share (collectively, "Option Shares"), of TOR
Minerals International, Inc. (the "Company"), is hereby granted to Olaf Karasch
(the "Optionee") at the price set forth in this Option Agreement ("Agreement")
and in all respects subject to the terms, definitions and provisions, of the
2000 Incentive Plan for TOR Minerals International, Inc., as amended to date
(the "Plan"), which is incorporated herein by reference, except to the extent
otherwise expressly provided in this Agreement, and in all respects subject to
the terms and conditions set forth in this Agreement. Any terms used herein with
an initial capital letter shall have the same meaning as provided in the Plan,
unless otherwise specified herein.
1.
OPTION PRICE.
THE OPTION PRICE IS $4.51 FOR EACH OPTION
SHARE.
2.
VESTING OF OPTION SHARES.
THE OPTION SHARES SHALL VEST
("VEST" AND DERIVATIONS) AND BECOME "VESTED OPTION SHARES" SUBJECT TO
SATISFACTION OF THE PERFORMANCE CRITERIA SPECIFIED BELOW.
(A)
THIS OPTION IS A PERFORMANCE AWARD UNDER THE PLAN.
EXCEPT AS
PROVIDED HEREIN, VESTING SHALL BE DETERMINED SOLELY ON THE BASIS OF SATISFACTION
OF THE PERFORMANCE CRITERIA SPECIFIED BELOW WITH RESPECT TO PERFORMANCE PERIODS
BEGINNING ON JANUARY 1 OF EACH CALENDAR YEAR AND ENDING ON DECEMBER 31 OF SUCH
YEAR.
THE FIRST PERFORMANCE PERIOD SHALL BEGIN ON JANUARY 1, 2016 AND END ON
DECEMBER 31, 2016.
THE FINAL PERFORMANCE PERIOD SHALL BEGIN ON JANUARY 1, 2020
AND SHALL END ON DECEMBER 31, 2020.
(B)
NO OPTION SHARES SHALL VEST PRIOR TO THE CLOSE OF THE FIRST
PERFORMANCE PERIOD. NO PART OF THE OPTION SHALL BECOME VESTED DUE TO THE
CONTINUED EMPLOYMENT OF OPTIONEE FOR ANY PERIOD OF TIME.
IN THE EVENT OF A
CHANGE IN CONTROL, ANY OPTION SHARES THAT HAVE NOT PREVIOUSLY LAPSED SHALL
BECOME FULLY VESTED.
OTHERWISE, IF OPTIONEE HAS A SEPARATION FROM THE COMPANY
PRIOR TO THE CLOSE OF A PERFORMANCE PERIOD, NO OPTION SHARES SHALL BECOME VESTED
OPTION SHARES WITH RESPECT TO THAT PERFORMANCE PERIOD OR ANY FUTURE PERFORMANCE
PERIOD.
1
EXHIBIT 10.1
(C)
FOR ANY PERFORMANCE PERIOD, THE MAXIMUM NUMBER OF OPTION
SHARES AVAILABLE FOR VESTING IS TWENTY PERCENT (20%) OF THE AGGREGATE NUMBER OF
OPTION SHARES GRANTED HEREUNDER TO OPTIONEE.
THE ACTUAL NUMBER OF OPTION SHARES
THAT WILL VEST FOR ANY PERFORMANCE PERIOD WILL BE DETERMINED BY (I) THE DEGREE
TO WHICH PERFORMANCE TARGETS DESCRIBED IN PARAGRAPH (D) ARE SATISFIED FOR THAT
PERIOD, (II) SATISFACTION OF THE MAJOR OBJECTIVE ESTABLISHED BY THE BOARD FOR
THAT PERIOD AND (III) THE WEIGHTING OF (I) AND (II) AS DESCRIBED IN PARAGRAPH
(F).
TO THE EXTENT THAT ANY OPTION SHARES THAT ARE AVAILABLE FOR ANY
PERFORMANCE PERIOD DO NOT VEST, OPTIONEE'S RIGHT TO PURCHASE THOSE SHARES SHALL
IMMEDIATELY LAPSE, WITHOUT REGARD TO PERFORMANCE IN ANY SUBSEQUENT PERFORMANCE
PERIOD.