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Hudson Technologies Inc/NY – ‘10-Q’ for 9/30/14 – ‘EX-10.2’

On:  Wednesday, 10/29/14, at 4:02pm ET   ·   For:  9/30/14   ·   Accession #:  1144204-14-63619   ·   File #:  1-13412

Previous ‘10-Q’:  ‘10-Q’ on 7/31/14 for 6/30/14   ·   Next:  ‘10-Q’ on 5/6/15 for 3/31/15   ·   Latest:  ‘10-Q’ on 11/7/23 for 9/30/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/29/14  Hudson Technologies Inc/NY        10-Q        9/30/14   48:3.3M                                   Toppan Merrill/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    219K 
 2: EX-10.2     Material Contract                                   HTML     28K 
 3: EX-10.3     Material Contract                                   HTML     30K 
 4: EX-10.4     Material Contract                                   HTML     26K 
 5: EX-10.5     Material Contract                                   HTML     27K 
 6: EX-10.6     Material Contract                                   HTML     29K 
 7: EX-10.7     Material Contract                                   HTML     26K 
 8: EX-10.8     Material Contract                                   HTML     29K 
 9: EX-10.9     Material Contract                                   HTML     26K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     20K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     20K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     16K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     16K 
33: R1          Document And Entity Information                     HTML     37K 
26: R2          Consolidated Balance Sheets                         HTML    107K 
31: R3          Consolidated Balance Sheets (Parenthetical)         HTML     38K 
35: R4          Consolidated Statements of Operations               HTML     67K 
45: R5          Consolidated Statements of Cash Flows               HTML     99K 
27: R6          Summary of Significant Accounting Policies          HTML    102K 
30: R7          Share-based Compensation                            HTML     74K 
25: R8          Debt                                                HTML     48K 
23: R9          Capital Stock                                       HTML     21K 
46: R10         Summary of Significant Accounting Policies          HTML    145K 
                (Policies)                                                       
37: R11         Summary of Significant Accounting Policies          HTML     55K 
                (Tables)                                                         
36: R12         Share-based Compensation (Tables)                   HTML     62K 
41: R13         Debt (Tables)                                       HTML     33K 
42: R14         Summary of Significant Accounting Policies -        HTML     40K 
                Additional Information (Detail)                                  
40: R15         Company's Revenues (Detail)                         HTML     23K 
43: R16         Reconciliation of Shares Used to Determine Net      HTML     32K 
                Income per Share (Detail)                                        
32: R17         Share-based Compensation - Additional Information   HTML     48K 
                (Detail)                                                         
34: R18         Weighted Average Assumptions Used in Determining    HTML     30K 
                Fair Value of Share Based Awards at Grant Date by                
                Using Black-Scholes Option Pricing Model (Detail)                
39: R19         Summary of Status of Company's Stock Option Plan    HTML     41K 
                (Detail)                                                         
48: R20         Weighted Average Contractual Life and Exercise      HTML     34K 
                Price (Detail)                                                   
44: R21         Intrinsic Value (Detail)                            HTML     22K 
28: R22         Debt - Additional Information (Detail)              HTML     40K 
38: R23         Schedule of Minimum EBITDA (Detail)                 HTML     21K 
29: R24         EBITDA Calculation (Details)                        HTML     26K 
21: R25         Capital Stock - Additional Information (Detail)     HTML     36K 
47: XML         IDEA XML File -- Filing Summary                      XML     54K 
20: EXCEL       IDEA Workbook of Financial Reports                  XLSX     78K 
24: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    443K 
18: EX-101.INS  XBRL Instance -- hdsn-20140930                       XML    660K 
14: EX-101.CAL  XBRL Calculations -- hdsn-20140930_cal               XML     92K 
15: EX-101.DEF  XBRL Definitions -- hdsn-20140930_def                XML    425K 
16: EX-101.LAB  XBRL Labels -- hdsn-20140930_lab                     XML    620K 
17: EX-101.PRE  XBRL Presentations -- hdsn-20140930_pre              XML    476K 
19: EX-101.SCH  XBRL Schema -- hdsn-20140930                         XSD     96K 
22: ZIP         XBRL Zipped Folder -- 0001144204-14-063619-xbrl      Zip     88K 


‘EX-10.2’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 10.2

 

INCENTIVE STOCK OPTION AGREEMENT

HUDSON TECHNOLOGIES, INC.

 

AGREEMENT made as of the (insert date) (the "Grant Date") between Hudson Technologies, Inc. (the "Company"), a New York corporation, having a principal place of business at PO Box 1541, One Blue Hill Plaza, 14th Floor, Pearl River, New York 10965, and (insert name of Grantee) (the "Grantee").

 

WHEREAS, the Company desires to grant to the Grantee an Incentive Stock Option to purchase shares of its common stock, par value $.01 per share (the "Shares"), under and for the purposes of the 2014 Stock Incentive Plan of the Company (the "Plan") pursuant to the terms thereof;

 

WHEREAS, the Company and the Grantee understand and agree that unless otherwise defined herein any terms used herein have the same meanings as in the Plan.

 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

 

1.           Grant of Option. The Company hereby grants to the Grantee the right and option to purchase all or any part of an aggregate of (insert number of shares) shares of Common Stock, $.01 par value, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference (the "Option"). The Grantee acknowledges receipt of a copy of the Plan.

 

2.           Purchase Price. The purchase price of the Shares covered by the Option shall be $(insert price per share) per share.

 

3.           Exercise of Option. The Option granted hereby shall vest and be exercisable in full as of the Grant Date.

 

4.           Term of Option. The option shall terminate (insert term) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan.

 

In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment.

 

If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment.

 

In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment.

 

 C: 
 C: 1
 

 

In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement.

 

For purposes hereof, “Business Day” shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York generally are authorized or required by law or other government actions to close.

 

5.           Non-Assignability. The Option shall not be transferable by the Grantee otherwise than by will or by the laws of descent and distribution and shall be exercisable, during the Grantee's lifetime, only by the Grantee. The Option shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 5, or the levy of any attachment or similar process upon the Option or such right, shall be null and void.

 

6.           Exercise of Option and Issue of Shares. The Option may be exercised in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice to the Company, together with the tender of the Option price. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised, shall contain any warranty required by Section 7 below and shall otherwise comply with the terms and conditions of this Agreement and the Plan. The Company shall pay all original issue taxes with respect to the issue of the Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection herewith. Except as specifically set forth herein, the Grantee acknowledges that any income or other taxes due from him or her with respect to this Option or the Shares issuable pursuant to this Option shall be the responsibility of the Grantee. The Grantee of this Option shall have rights as a shareholder only with respect to any Shares covered by the Option after due exercise of the Option and tender of the full exercise price for the Shares being purchased pursuant to such exercise.

 

7.           Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled:

 

(a)          The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing their option Shares issued pursuant to such exercise:

 

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). Such shares may not be sold, transferred or otherwise disposed of unless they have first been registered under the Act or, unless, in the opinion of counsel satisfactory to the Company's counsel, such registration is not required."

 

(b)       The Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws).

 

 C: 
2
 

 

8.          Notices. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by hand delivery, overnight courier service, or registered or certified mail, return receipt requested, and sent, if to the Company, at its principal executive offices, and if to the Grantee, at the Grantee’s most current residence address as reflected in the records of the Company or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given when received in accordance with the foregoing provisions. Either party hereto may change the address of which notices shall be given by providing the other party hereto with written notice of such change.

 

9.           Governing Law. This Agreement shall be construed and enforced in accordance with the law of the State of New York.

 

10.         Benefit of Agreement. This Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Grantee has hereunto set his or her hand, all as of the day and year first above written.

 

  HUDSON TECHNOLOGIES, INC.  
     
     
  (insert name and title of Company officer)  
     
     
  (insert Grantee’s name), Grantee  

 

 C: 
3


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:10/29/14None on these Dates
For Period end:9/30/14
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/14/24  Hudson Technologies Inc./NY       10-K       12/31/23   80:7.9M                                   Toppan Merrill/FA2
 3/14/23  Hudson Technologies Inc./NY       10-K       12/31/22   77:7.2M                                   Toppan Merrill/FA2
 3/24/22  Hudson Technologies Inc./NY       10-K       12/31/21   83:7.8M                                   Toppan Merrill/FA2
 3/12/21  Hudson Technologies Inc./NY       10-K       12/31/20   80:6.4M                                   Toppan Merrill/FA
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Filing Submission 0001144204-14-063619   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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