ANEN » Topics » TERMS

These excerpts taken from the ANEN 8-K filed Aug 15, 2006.

TERMS

          1.     Definition of Terms.  For purposes of this Agreement, all defined terms, as indicated by the capitalization of the first letter of such term, shall have the meanings specified in the Anaren, Inc. 2004 Comprehensive Long-Term Incentive Plan (“Plan”) to the extent not specified in this Agreement.

          2.     Grant of Restricted Stock.  Pursuant to the Plan and subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Grantee, and the Grantee accepts, ___ shares of Restricted Stock.

          3.     Restrictions.

                  (a)     The shares of Restricted Stock are awarded to the Grantee on the condition that the Grantee remains a director of the Company throughout the Forfeiture Period (as defined below).

                  (b)     The Forfeiture Period for the shares of Restricted Stock awarded pursuant to this Agreement shall expire as of the third anniversary of the date of this Agreement.

                  (c)     During the Forfeiture Period, the shares of Restricted Stock may not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of, and the Grantee agrees not to sell, exchange, transfer, pledge or otherwise dispose of any of such shares, or attempt to do so, during the Forfeiture Period.

          4.     Termination

                  (a)     Except to the extent provided in (b) below and notwithstanding any contrary provisions in the Plan, if the Grantee’s directorship terminates prior to the expiration of the Forfeiture Period, the Grantee shall, on the date of termination, forfeit the number of shares of Restricted Stock with respect to which the Forfeiture Period is in effect. 



                  (b)     If the Grantee’s directorship is terminated prior to the expiration of the Forfeiture Period due to the Grantee’s death, Disability, Retirement, or due to a Change of Control, the Committee may, at its sole discretion, waive part or all of the restrictions applicable to some or all of the Restricted Stock. 

          5.     Plan Amendment.  Upon approval of this Agreement by the Board, this Agreement shall constitute a limited-scope amendment of the provisions of the Plan that might otherwise be inconsistent with the terms of this Agreement, including, but not limited to, provisions of the Plan that might otherwise provide for more favorable vesting upon termination.  The Plan amendment created by the Board’s approval of this Agreement, however, shall be limited to the Restricted Stock granted pursuant to this Agreement and the Restricted Stock granted pursuant to the other similar Restricted Stock Awards approved by the Board on same date that this Agreement is approved by the Board.

          6.     No Right To Continued Membership.  This Agreement shall not confer upon the Grantee any right to continued membership on the Company’s Board of Directors.

          7.     Withholding.  The Company shall have the right to deduct any sums that federal, state or local tax laws require to be withheld from Grantee’s compensation from the Company upon the grant or vesting of Restricted Stock.  In the alternative, the Board may require as a condition to either granting Restricted Stock or issuing Common Shares that the Grantee pay to the Company for deposit with the appropriate taxing authority, any amounts that federal, state or local tax laws require to be withheld.

          8.     Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Company, and the heirs, successors and permitted assigns of the Grantee.

          9.     Governing Law.  This Agreement shall be construed in accordance with the laws of the State of New York.  The Grantee agrees to accept as binding, conclusive and final all decisions and interpretations of the Board with respect to any questions that may arise under the Plan and this Agreement.

          10.   Acknowledgments by Grantee.  Grantee acknowledges that he has been advised, and that Grantee understands, that: 

                  (a)     this document constitutes part of a prospectus covering securities that have been or will be registered under the Securities Act of 1933;

                  (b)     the grant of Restricted Stock and the issuance of any Common Shares may be subject to, or may become subject to, applicable reporting, disclosure and holding period restrictions imposed by Rule 144 under the Securities Act of 1933 (“Rule 144”) and Section 16 of the Securities Exchange Act of 1934 (“Section 16”); and

                  (c)     Common Shares acquired could be subject to Section 16(a) reporting requirements as well as the short swing trading prohibition contained in Section 16(b) which precludes any profit taking with respect to any stock transactions which occur within any six-month period.

The Grantee further acknowledges receipt of a copy of the Plan.

          The Company has caused this Agreement to be executed by its duly authorized officer, and the Grantee has executed this Agreement, both as of the day and year first written above.

ANAREN, INC.

 

GRANTEE

 

 

 

 

 

 

 

 

By:

 

 

 

 


 


 

DAVID M. FERRARA

 

 

 

Secretary and General Counsel

 

 



TERMS

                    1.          Definition of Terms.  For purposes of this Agreement, all defined terms, as indicated by the capitalization of the first letter of such term, shall have the meanings specified in the Anaren, Inc. 2004 Comprehensive Long-Term Incentive Plan (“Plan”) to the extent not specified in this Agreement.

                    2.          Grant of Option.  Pursuant to the Plan and subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Optionee the option to purchase from the Company all or any part of an aggregate of _____ Common Shares, at a purchase price of $_____ per share (which is equal to the Market Value per Share as of the Effective Date).  The Option Rights granted pursuant to this Agreement shall be treated for all purposes as Non-Statutory Stock Options.

                    3.          Expiration Date.  The Option Rights granted pursuant to this Agreement shall expire on the last normal business day of the Company that precedes the tenth anniversary (not later than the tenth anniversary) of the Effective Date, unless sooner terminated or canceled under the provisions of Paragraph 6 below (“Expiration Date”).

                    4.          Vesting of Option Rights.  The Optionee, provided the Optionee has remained in the continuous service of the Company or a Subsidiary from the Effective Date, may exercise the Option Rights granted under this Agreement during the periods described below (subject to Paragraph 6 below), for the acquisition of the number of Common Shares stated.

                      (a)      All or any part of one-third of the number of Common Shares set forth in Paragraph 2 may be purchased at any time from the first anniversary of the Effective Date through the Expiration Date.

                      (b)      All or any part of an additional one-third of the number of Common Shares set forth in Paragraph 2 may be purchased at any time from the second anniversary of the Effective Date through the Expiration Date.

                      (c)      All or any part of an additional one-third of the number of Common Shares set forth in Paragraph 2 may be purchased at any time from the third anniversary of the Effective Date through the Expiration Date.



                    5.          Manner of Exercise.

                      (a)       Option Rights may be exercised on or after the applicable exercise date and prior to the Expiration Date (or earlier termination or cancellation date) at any time, and may be exercised in whole or in part as to the Common Shares then available for purchase.

                       (b)       Option Rights may be exercised only to acquire whole Common Shares.  No fractional shares shall be issued, and an exercise that would otherwise result in the issuance of fractional shares shall be disregarded to the extent of the fraction.

                       (c)       Option Rights shall be exercised by delivery to the Board (or its designee), in person, by  mail, or by other means acceptable to the Board, the following:

                                   (i)          A written notice containing a reference to this Agreement, a statement of the number of Common Shares with respect to which Option Rights are being exercised.

                                   (ii)         Subject to the approval of the Board, cash in an amount equal to the purchase price for such shares, or Common Shares having an aggregate fair market value, as of the date of exercise, equal to such purchase price, or a combination of cash and Common Shares.

                                   (iii)        Such additional documents as the Board may require.

                    6.          Termination of Service.  Following the Optionee’s termination of service as a director of the Company or a Subsidiary, the Optionee may exercise Option Rights granted under this Agreement to the extent provided in the Plan.  For example, in the event of the Optionee’s voluntary resignation, (a) the Optionee’s unvested Option Rights shall be cancelled, and (b) vested Option Rights as of the date of termination shall be exercisable until the earlier of the Expiration Date or the date that is three months following the date of termination.

                    7.          Assignment or Transfer.  Except as otherwise provided under the Plan, Option Rights granted pursuant to this Agreement shall be exercisable only by the Optionee (or the Optionee’s duly appointed guardian or legal representative) during the Optionee’s lifetime and may not be sold, trans-ferred, assigned, pledged, hypothecated or otherwise disposed of in any other way, except by will or the laws of descent and distribution, and shall not be subject to execution, attachment, garnishment or similar process.  All unexercised Option Rights granted under this Agreement shall be canceled automatically upon any such assignment, transfer, attachment, etc.  The foregoing shall not preclude the exercise of Option Rights (for up to 12 months, as provided in the Plan) after the Optionee’s death.

                    8.          No Right To Continued Service.  This Agreement shall not confer upon the Optionee any right to continued service as a director of the Company or any Subsidiary.

                    9.          No Rights as a Shareholder.  The granting of Option Rights shall not confer upon the Optionee any rights as an owner of Common Shares until the Optionee exercises Option Rights and the Company issues stock certificate(s) to the Optionee.

                    10.        Withholding.  The Company shall have the right to deduct any sums that federal, state or local tax laws require to be withheld from Optionee’s remuneration from the Company upon the grant or exercise of Option Rights.  In the alternative, the Board may require as a condition to either granting Option Rights or issuing Common Shares that the Optionee (or other person exercising Option Rights) pay to the Company for deposit with the appropriate taxing authority, any amounts that federal, state or local tax laws require to be withheld.



                    11.        Notices.  All notices and communications under this Agreement shall be in writing and shall be addressed to the residence of the Optionee and to the principal office of the Company, or such other address as may be designated by the Company or the Optionee.  Notice shall be deemed given upon personal delivery or upon receipt.

                    12.        Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Company, and the heirs, successors and permitted assigns of the Optionee.

                    13.        Governing Law.  This Agreement shall be construed in accordance with the laws of the State of New York.  The Optionee agrees to accept as binding, conclusive and final all decisions and interpretations of the Board with respect to any questions that may arise under the Plan and this Agreement.

                    14.        Acknowledgments by Optionee.  Optionee acknowledges that he has been advised, and that Optionee understands, that:

                      (a)      this document constitutes part of a prospectus covering securities that have been or will be registered under the Securities Act of 1933;

                      (b)      the grant of Option Rights and the issuance of any Common Shares pursuant to the exercise of Option Rights may be subject to, or may become subject to, applicable reporting, disclosure and holding period restrictions imposed by Rule 144 under the Securities Act of 1933 (“Rule 144”) and Section 16 of the Securities Exchange Act of 1934 (“Section 16”); and

                       (c)      Common Shares acquired could be subject to Section 16(a) reporting requirements as well as the short swing trading prohibition contained in Section 16(b) which precludes any profit taking with respect to any stock transactions which occur within any six-month period.

The Optionee further acknowledges receipt of a copy of the Plan.

                    The Company has caused this Agreement to be executed by its duly authorized officer, and the Optionee has executed this Agreement, both as of the day and year first written above.

ANAREN, INC.

 

OPTIONEE

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 


 


 

 

 

 

 

 

Title:

 

 

 

 

 


 

 

 

 

 

 

 

 

Effective for Grants after July 1, 2005.

 

 

 



TERMS

          1.     Definition of Terms.  For purposes of this Agreement, all defined terms, as indicated by the capitalization of the first letter of such term, shall have the meanings specified in the Anaren, Inc. 2004 Comprehensive Long-Term Incentive Plan (“Plan”) to the extent not specified in this Agreement.

          2.     Grant of Restricted Stock.  Pursuant to the Plan and subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Grantee, and the Grantee accepts, _______ shares of Restricted Stock.

          3.     Restrictions.

                  (a)     The shares of Restricted Stock are awarded to the Grantee on the condition that the Grantee remain in the employment of the Company or a Subsidiary throughout the Forfeiture Period (as defined below).

                  (b)     The Forfeiture Period for the shares of Restricted Stock awarded pursuant to this Agreement shall expire as of the later of the third anniversary of the date of this Agreement.

                  (c)     During the Forfeiture Period, the shares of Restricted Stock may not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of, and the Grantee agrees not to sell, exchange, transfer, pledge or otherwise dispose of any of such shares, or attempt to do so, during the Forfeiture Period.

          4.     Termination of Employment

                  (a)     Except to the extent provided in (b) below and notwithstanding any contrary provisions in the Plan, if the Grantee’s employment with the Company or a Subsidiary terminates prior to the expiration of the Forfeiture Period, the Grantee shall, on the date employment terminates, forfeit the number of shares of Restricted Stock with respect to which the Forfeiture Period is in effect on the date employment terminates. 



                  (b)     If the Grantee’s employment with the Company or a Subsidiary is terminated prior to the expiration of the Forfeiture Period due to the Grantee’s death, Disability, Retirement, or due to a Change of Control, the Committee may, at its sole discretion, waive part or all of the restrictions applicable to some or all of the Restricted Stock.

          5.     Plan Amendment.  Upon approval of this Agreement by the Board, this Agreement shall constitute a limited-scope amendment of the provisions of the Plan that might otherwise be inconsistent with the terms of this Agreement, including, but not limited to, provisions of the Plan that might otherwise provide for more favorable vesting upon termination of employment.  The Plan amendment created by the Board’s approval of this Agreement, however, shall be limited to the Restricted Stock granted pursuant to this Agreement and the Restricted Stock granted pursuant to the other similar Restricted Stock Awards approved by the Board on same date that this Agreement is approved by the Board.

          6.     No Right To Continued Employment.  This Agreement shall not confer upon the Grantee any right to continued employment with the Company or any Subsidiary nor shall it interfere, in any way, with the right of the Company to modify the Grantee’s compensation, duties, and responsibilities, or the Company’s authority to terminate the Grantee’s employment.

          7.     Withholding.  The Company shall have the right to deduct any sums that federal, state or local tax laws require to be withheld from Grantee’s compensation from the Company upon the grant or vesting of Restricted Stock.  In the alternative, the Board may require as a condition to either granting Restricted Stock or issuing Common Shares that the Grantee pay to the Company for deposit with the appropriate taxing authority, any amounts that federal, state or local tax laws require to be withheld.

          8.     Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Company, and the heirs, successors and permitted assigns of the Grantee.

          9.     Governing Law.  This Agreement shall be construed in accordance with the laws of the State of New York.  The Grantee agrees to accept as binding, conclusive and final all decisions and interpretations of the Board with respect to any questions that may arise under the Plan and this Agreement.

          10.   Acknowledgments by Grantee.  Grantee acknowledges that he has been advised, and that Grantee understands, that: 

                  (a)     this document constitutes part of a prospectus covering securities that have been or will be registered under the Securities Act of 1933;

                  (b)     the grant of Restricted Stock and the issuance of any Common Shares may be subject to, or may become subject to, applicable reporting, disclosure and holding period restrictions imposed by Rule 144 under the Securities Act of 1933 (“Rule 144”) and Section 16 of the Securities Exchange Act of 1934 (“Section 16”); and

                  (c)     Common Shares acquired could be subject to Section 16(a) reporting requirements as well as the short swing trading prohibition contained in Section 16(b) which precludes any profit taking with respect to any stock transactions which occur within any six-month period.

The Grantee further acknowledges receipt of a copy of the Plan.

          The Company has caused this Agreement to be executed by its duly authorized officer, and the Grantee has executed this Agreement, both as of the day and year first written above.

ANAREN, INC.

 

GRANTEE

 

 

 

 

By: 

 

 

 

 


 


 

DAVID M. FERRARA

 

 

 

Secretary and General Counsel

 

 



This excerpt taken from the ANEN 8-K filed Jun 13, 2006.

TERMS

                    1.          Definition of Terms.  For purposes of this Agreement, all defined terms, as indicated by the capitalization of the first letter of such term, shall have the meanings specified in the Anaren, Inc. 2004 Comprehensive Long-Term Incentive Plan (“Plan”) to the extent not specified in this Agreement.

                    2.          Grant of Option.  Pursuant to the Plan and subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Optionee the option to purchase from the Company all or any part of an aggregate of _______ Common Shares, at a purchase price of $_____ per share (which is equal to the Market Value per Share as of the Effective Date).  The Option Rights granted pursuant to this Agreement shall be treated for all purposes as Non-Statutory Stock Options.

                    3.          Expiration Date.  The Option Rights granted pursuant to this Agreement shall expire on the last normal business day of the Company that precedes the tenth anniversary (not later than the tenth anniversary) of the Effective Date, unless sooner terminated or canceled under the provisions of Paragraph 6 below (“Expiration Date”).

                    4.          Vesting of Option Rights.  The Optionee, provided the Optionee has remained in the continuous service of the Company or a Subsidiary from the Effective Date, may exercise the Option Rights granted under this Agreement during the periods described below (subject to Paragraph 6 below), for the acquisition of the number of Common Shares stated.

                    (a)         All or any part of one-third of the number of Common Shares set forth in Paragraph 2 may be purchased at any time from the first anniversary of the Effective Date through the Expiration Date.

                    (b)         All or any part of an additional one-third of the number of Common Shares set forth in Paragraph 2 may be purchased at any time from the second anniversary of the Effective Date through the Expiration Date.

                    (c)         All or any part of an additional one-third of the number of Common Shares set forth in Paragraph 2 may be purchased at any time from the third anniversary of the Effective Date through the Expiration Date.



                    5.          Manner of Exercise.

                    (a)         Option Rights may be exercised on or after the applicable exercise date and prior to the Expiration Date (or earlier termination or cancellation date) at any time, and may be exercised in whole or in part as to the Common Shares then available for purchase.

                    (b)         Option Rights may be exercised only to acquire whole Common Shares.  No fractional shares shall be issued, and an exercise that would otherwise result in the issuance of fractional shares shall be disregarded to the extent of the fraction.

                    (c)         Option Rights shall be exercised by delivery to the Board (or its designee), in person, by  mail, or by other means acceptable to the Board, the following:

                                  (i)          A written notice containing a reference to this Agreement, a statement of the number of Common Shares with respect to which Option Rights are being exercised.

                                  (ii)         Subject to the approval of the Board, cash in an amount equal to the purchase price for such shares, or Common Shares having an aggregate fair market value, as of the date of exercise, equal to such purchase price, or a combination of cash and Common Shares.

                                  (iii)       Such additional documents as the Board may require.

                    6.          Termination of Service.  Following the Optionee’s termination of service as a director of the Company or a Subsidiary, the Optionee may exercise Option Rights granted under this Agreement to the extent provided in the Plan.  For example, in the event of the Optionee’s voluntary resignation, (a) the Optionee’s unvested Option Rights shall be cancelled, and (b) vested Option Rights as of the date of termination shall be exercisable until the earlier of the Expiration Date or the date that is three months following the date of termination.

                    7.          Assignment or Transfer.  Except as otherwise provided under the Plan, Option Rights granted pursuant to this Agreement shall be exercisable only by the Optionee (or the Optionee’s duly appointed guardian or legal representative) during the Optionee’s lifetime and may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of in any other way, except by will or the laws of descent and distribution, and shall not be subject to execution, attachment, garnishment or similar process.  All unexercised Option Rights granted under this Agreement shall be canceled automatically upon any such assignment, transfer, attachment, etc.  The foregoing shall not preclude the exercise of Option Rights (for up to 12 months, as provided in the Plan) after the Optionee’s death.

                    8.          No Right To Continued Service.  This Agreement shall not confer upon the Optionee any right to continued service as a director of the Company or any Subsidiary.

                    9.          No Rights as a Shareholder.  The granting of Option Rights shall not confer upon the Optionee any rights as an owner of Common Shares until the Optionee exercises Option Rights and the Company issues stock certificate(s) to the Optionee.

                    10.         Withholding.  The Company shall have the right to deduct any sums that federal, state or local tax laws require to be withheld from Optionee’s remuneration from the Company upon the grant or exercise of Option Rights.  In the alternative, the Board may require as a condition to either granting Option Rights or issuing Common Shares that the Optionee (or other person exercising Option Rights) pay to the Company for deposit with the appropriate taxing authority, any amounts that federal, state or local tax laws require to be withheld.



                    11.         Notices.  All notices and communications under this Agreement shall be in writing and shall be addressed to the residence of the Optionee and to the principal office of the Company, or such other address as may be designated by the Company or the Optionee.  Notice shall be deemed given upon personal delivery or upon receipt.

                    12.         Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Company, and the heirs, successors and permitted assigns of the Optionee.

                    13.         Governing Law.  This Agreement shall be construed in accordance with the laws of the State of New York.  The Optionee agrees to accept as binding, conclusive and final all decisions and interpretations of the Board with respect to any questions that may arise under the Plan and this Agreement.

                    14.         Acknowledgments by Optionee.  Optionee acknowledges that he has been advised, and that Optionee understands, that: 

These excerpts taken from the ANEN 8-K filed Jun 12, 2006.

TERMS

          1.     Definition of Terms.  For purposes of this Agreement, all defined terms, as indicated by the capitalization of the first letter of such term, shall have the meanings specified in the Anaren, Inc. 2004 Comprehensive Long-Term Incentive Plan (“Plan”) to the extent not specified in this Agreement.

          2.     Grant of Restricted Stock.  Pursuant to the Plan and subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Grantee, and the Grantee accepts, _____ shares of Restricted Stock.

          3.     Restrictions.

                 (a)     The shares of Restricted Stock are awarded to the Grantee on the condition that the Grantee remain in the employment of the Company or a Subsidiary throughout the Forfeiture Period (as defined below).

                 (b)     The Forfeiture Period for the shares of Restricted Stock awarded pursuant to this Agreement shall expire as of the later of:

 

(i)

the third anniversary of the date of this Agreement; and

 

 

 

 

(ii)

the last day of the Company’s single fiscal year during which the Company has both (A) net sales from operations of at least $______________, and (B) operating income of at least ___ percent of net sales, excluding FAS 123R stock-based compensation expense and any one-time extraordinary expenses incurred in connection with an acquisition, merger or other business combination.

The determination of whether the conditions of (ii)(A) and (ii)(B) above have been satisfied shall be made by the Committee and approved by the Board at the Committee’s and Board’s sole discretion.  If the conditions in (ii)(A) and (ii)(B) above are not satisfied by the last day of the fifth full fiscal year after the date of this Agreement, then this Agreement shall expire and the Grantee shall forfeit the shares of Restricted Stock granted pursuant to this Agreement.



                 (c)     During the Forfeiture Period, the shares of Restricted Stock may not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of, and the Grantee agrees not to sell, exchange, transfer, pledge or otherwise dispose of any of such shares, or attempt to do so, during the Forfeiture Period.

                 (d)     During the Forfeiture Period, the Committee, in its discretion, but subject to approval by the Board, may modify and/or terminate this Agreement at any time and for any reason.

          4.     Termination of Employment

                 (a)          Except to the extent provided in (b) below and notwithstanding any contrary provisions in the Plan, if the Grantee’s employment with the Company or a Subsidiary terminates prior to the expiration of the Forfeiture Period, the Grantee shall, on the date employment terminates, forfeit the number of shares of Restricted Stock with respect to which the Forfeiture Period is in effect on the date employment terminates. 

                 (b)          If the Grantee’s employment with the Company or a Subsidiary is terminated prior to the expiration of the Forfeiture Period due to the Grantee’s death, Disability, Retirement, or due to a Change of Control, the Committee may, at its sole discretion, waive part or all of the restrictions applicable to some or all of the Restricted Stock. 

          5.     Plan Amendment.  Upon approval of this Agreement by the Board, this Agreement shall constitute a limited-scope amendment of the provisions of the Plan that might otherwise be inconsistent with the terms of this Agreement, including, but not limited to, provisions of the Plan that might otherwise provide for more favorable vesting upon termination of employment.  The Plan amendment created by the Board’s approval of this Agreement, however, shall be limited to the Restricted Stock granted pursuant to this Agreement and the Restricted Stock granted pursuant to the other similar Restricted Stock Awards approved by the Board on same date that this Agreement is approved by the Board.

          6.     No Right To Continued Employment.  This Agreement shall not confer upon the Grantee any right to continued employment with the Company or any Subsidiary nor shall it interfere, in any way, with the right of the Company to modify the Grantee’s compensation, duties, and responsibilities, or the Company’s authority to terminate the Grantee’s employment.

          7.     Withholding.  The Company shall have the right to deduct any sums that federal, state or local tax laws require to be withheld from Grantee’s compensation from the Company upon the grant or vesting of Restricted Stock.  In the alternative, the Board may require as a condition to either granting Restricted Stock or issuing Common Shares that the Grantee pay to the Company for deposit with the appropriate taxing authority, any amounts that federal, state or local tax laws require to be withheld.



          8.     Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Company, and the heirs, successors and permitted assigns of the Grantee.

          9.     Governing Law.  This Agreement shall be construed in accordance with the laws of the State of New York.  The Grantee agrees to accept as binding, conclusive and final all decisions and interpretations of the Board with respect to any questions that may arise under the Plan and this Agreement.

          10.    Acknowledgments by Grantee.  Grantee acknowledges that he has been advised, and that Grantee understands, that: 

                 (a)     this document constitutes part of a prospectus covering securities that have been or will be registered under the Securities Act of 1933;

                 (b)     the grant of Restricted Stock and the issuance of any Common Shares may be subject to, or may become subject to, applicable reporting, disclosure and holding period restrictions imposed by Rule 144 under the Securities Act of 1933 (“Rule 144”) and Section 16 of the Securities Exchange Act of 1934 (“Section 16”); and

                 (c)     Common Shares acquired could be subject to Section 16(a) reporting requirements as well as the short swing trading prohibition contained in Section 16(b) which precludes any profit taking with respect to any stock transactions which occur within any six-month period.

The Grantee further acknowledges receipt of a copy of the Plan.

          The Company has caused this Agreement to be executed by its duly authorized officer, and the Grantee has executed this Agreement, both as of the day and year first written above.

ANAREN, INC.

 

GRANTEE

 

 

 

 

 

 

 

 

By:

 

 

 

 


 


 

DAVID M. FERRARA

 

 

 

Secretary and General Counsel

 

 



TERMS

          1.     Definition of Terms.  For purposes of this Agreement, all defined terms, as indicated by the capitalization of the first letter of such term, shall have the meanings specified in the Anaren, Inc. 2004 Comprehensive Long-Term Incentive Plan (“Plan”) to the extent not specified in this Agreement.

          2.     Grant of Restricted Stock.  Pursuant to the Plan and subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Grantee, and the Grantee accepts, _________ shares of Restricted Stock.

          3.     Restrictions.

                  (a)     The shares of Restricted Stock are awarded to the Grantee on the condition that the Grantee remains a director of the Company throughout the Forfeiture Period (as defined below).

                  (b)     The Forfeiture Period for the shares of Restricted Stock awarded pursuant to this Agreement shall expire as of the later of:

 

(i)

the third anniversary of the date of this Agreement; and

 

 

 

 

(ii)

the last day of the Company’s single fiscal year during which the Company has both (A) net sales from operations of at least $_______________, and (B) operating income of at least __ percent of net sales, excluding FAS 123R stock-based compensation expense and any one-time extraordinary expenses incurred in connection with an acquisition, merger or other business combination, and additionally excluding any amortization expense from intangibles resulting from acquisitions, mergers or other business combination.




The determination of whether the conditions of (ii)(A) and (ii)(B) above have been satisfied shall be made by the Committee and approved by the Board at the Committee’s and Board’s sole discretion.  If the conditions in (ii)(A) and (ii)(B) above are not satisfied by the last day of the fifth full fiscal year after the date of this Agreement, then this Agreement shall expire and the Grantee shall forfeit the shares of Restricted Stock granted pursuant to this Agreement.

                  (c)     During the Forfeiture Period, the shares of Restricted Stock may not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of, and the Grantee agrees not to sell, exchange, transfer, pledge or otherwise dispose of any of such shares, or attempt to do so, during the Forfeiture Period.

                  (d)     During the Forfeiture Period, the Committee, in its discretion, but subject to approval by the Board, may modify and/or terminate this Agreement at any time and for any reason.

          4.     Termination

                  (a)     Except to the extent provided in (b) below and notwithstanding any contrary provisions in the Plan, if the Grantee’s directorship terminates prior to the expiration of the Forfeiture Period, the Grantee shall, on the date of termination, forfeit the number of shares of Restricted Stock with respect to which the Forfeiture Period is in effect. 

                  (b)     If the Grantee’s directorship is terminated prior to the expiration of the Forfeiture Period due to the Grantee’s death, Disability, Retirement, or due to a Change of Control, the Committee may, at its sole discretion, waive part or all of the restrictions applicable to some or all of the Restricted Stock. 

          5.     Plan Amendment.  Upon approval of this Agreement by the Board, this Agreement shall constitute a limited-scope amendment of the provisions of the Plan that might otherwise be inconsistent with the terms of this Agreement, including, but not limited to, provisions of the Plan that might otherwise provide for more favorable vesting upon termination.  The Plan amendment created by the Board’s approval of this Agreement, however, shall be limited to the Restricted Stock granted pursuant to this Agreement and the Restricted Stock granted pursuant to the other similar Restricted Stock Awards approved by the Board on same date that this Agreement is approved by the Board.

          6.     No Right To Continued Membership.  This Agreement shall not confer upon the Grantee any right to continued membership on the Company’s Board of Directors.

          7.     Withholding.  The Company shall have the right to deduct any sums that federal, state or local tax laws require to be withheld from Grantee’s compensation from the Company upon the grant or vesting of Restricted Stock.  In the alternative, the Board may require as a condition to either granting Restricted Stock or issuing Common Shares that the Grantee pay to the Company for deposit with the appropriate taxing authority, any amounts that federal, state or local tax laws require to be withheld.



          8.     Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Company, and the heirs, successors and permitted assigns of the Grantee.

          9.     Governing Law.  This Agreement shall be construed in accordance with the laws of the State of New York.  The Grantee agrees to accept as binding, conclusive and final all decisions and interpretations of the Board with respect to any questions that may arise under the Plan and this Agreement.

          10.   Acknowledgments by Grantee.  Grantee acknowledges that he has been advised, and that Grantee understands, that: 

                  (a)     this document constitutes part of a prospectus covering securities that have been or will be registered under the Securities Act of 1933;

                  (b)     the grant of Restricted Stock and the issuance of any Common Shares may be subject to, or may become subject to, applicable reporting, disclosure and holding period restrictions imposed by Rule 144 under the Securities Act of 1933 (“Rule 144”) and Section 16 of the Securities Exchange Act of 1934 (“Section 16”); and

                  (c)     Common Shares acquired could be subject to Section 16(a) reporting requirements as well as the short swing trading prohibition contained in Section 16(b) which precludes any profit taking with respect to any stock transactions which occur within any six-month period.

The Grantee further acknowledges receipt of a copy of the Plan.

          The Company has caused this Agreement to be executed by its duly authorized officer, and the Grantee has executed this Agreement, both as of the day and year first written above.

ANAREN, INC.

 

GRANTEE

 

 

 

 

 

 

 

 

By:

 

 

 

 


 


 

DAVID M. FERRARA

 

 

 

Secretary and General Counsel

 

 

 

 

 

 



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