<PAGE> 1
EXHIBIT 10.27
TRANSTECHNOLOGY CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
Agreement dated as of _________________ between TransTechnology
Corporation, a Delaware corporation (the "Company"), and ________________
("Optionee"), residing at _______________.
Whereas, pursuant to the 1999 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.
<TABLE>
<CAPTION>
Date Number of Shares
---- ----------------
<S> <C> <C>
Shares
------------- -------------
Shares
------------- -------------
Shares
------------- -------------
</TABLE>
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
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disability, either Optionee or the person entitled to succeed to
his rights hereunder shall have the right, at any time within
three 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 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.
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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 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.
TRANSTECHNOLOGY CORPORATION
("COMPANY")
---------------------------
Name:
Title:
---------------------------
Participant Name:
Grant Number:
----------
3
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TRANSTECHNOLOGY CORPORATION
NON-QUALIFIED
STOCK OPTION AGREEMENT
Agreement dated as of ______________ between TransTechnology Corporation,
a Delaware corporation (the "Company"), and _______________ ("Optionee"),
residing at_______________.
Whereas, pursuant to the 1999 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 a non-qualified 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.
<TABLE>
<CAPTION>
Date Number of Shares
---- ----------------
<S> <C> <C>
Shares
------------- ------------
Shares
------------- ------------
Shares
------------- ------------
</TABLE>
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).
4
<PAGE> 5
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 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 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 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.
5
<PAGE> 6
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.
TRANSTECHNOLOGY CORPORATION
("COMPANY")
---------------------------
Name:
Title:
---------------------------
Participant Name:
Grant Number:
-----------
6
