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Hudson Technologies Inc/NY – ‘10-K’ for 12/31/18 – ‘EX-10.42’

On:  Friday, 3/15/19, at 4:07pm ET   ·   For:  12/31/18   ·   Accession #:  1144204-19-14301   ·   File #:  1-13412

Previous ‘10-K’:  ‘10-K’ on 3/16/18 for 12/31/17   ·   Next:  ‘10-K’ on 3/13/20 for 12/31/19   ·   Latest:  ‘10-K’ on 3/14/24 for 12/31/23   ·   4 References:   

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

 3/15/19  Hudson Technologies Inc/NY        10-K       12/31/18   86:11M                                    Toppan Merrill/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    577K 
 2: EX-10.39    Material Contract                                   HTML     37K 
 3: EX-10.40    Material Contract                                   HTML     39K 
 4: EX-10.41    Material Contract                                   HTML     34K 
 5: EX-10.42    Material Contract                                   HTML     36K 
 6: EX-10.43    Material Contract                                   HTML     35K 
 7: EX-21       Subsidiaries List                                   HTML     23K 
 8: EX-23.1     Consent of Experts or Counsel                       HTML     23K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
19: R1          Document And Entity Information                     HTML     59K 
20: R2          Consolidated Balance Sheets                         HTML    107K 
21: R3          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
22: R4          Consolidated Statements of Operations               HTML     81K 
23: R5          Consolidated Statements of Stockholders' Equity     HTML     70K 
24: R6          Consolidated Statements of Cash Flows               HTML    123K 
25: R7          Summary of Significant Accounting Policies          HTML    192K 
26: R8          Fair Value                                          HTML     58K 
27: R9          Trade accounts receivable - net                     HTML     65K 
28: R10         Inventories                                         HTML     51K 
29: R11         Property, plant and equipment                       HTML    129K 
30: R12         Income taxes                                        HTML    212K 
31: R13         Goodwill and intangible assets                      HTML    195K 
32: R14         Short-term and long-term debt                       HTML    199K 
33: R15         Stockholders' equity                                HTML     30K 
34: R16         Commitments and contingencies                       HTML    121K 
35: R17         Share-based Compensation                            HTML    225K 
36: R18         Acquisition                                         HTML    209K 
37: R19         Quarterly Financial Data                            HTML    330K 
38: R20         Summary of Significant Accounting Policies          HTML    239K 
                (Policies)                                                       
39: R21         Summary of Significant Accounting Policies          HTML    109K 
                (Tables)                                                         
40: R22         Fair Value (Tables)                                 HTML     52K 
41: R23         Trade accounts receivable - net (Tables)            HTML     60K 
42: R24         Inventories (Tables)                                HTML     51K 
43: R25         Property, plant and equipment (Tables)              HTML    128K 
44: R26         Income taxes (Tables)                               HTML    207K 
45: R27         Goodwill and intangible assets (Tables)             HTML    188K 
46: R28         Short-term and long-term debt (Tables)              HTML    152K 
47: R29         Commitments and contingencies (Tables)              HTML    114K 
48: R30         Share-based compensation (Tables)                   HTML    213K 
49: R31         Acquisition (Tables)                                HTML    205K 
50: R32         Quarterly Financial Data (Tables)                   HTML    328K 
51: R33         Summary of Significant Accounting Policies -        HTML     32K 
                Company's Revenues (Detail)                                      
52: R34         Summary of Significant Accounting Policies -        HTML     43K 
                Reconciliation of Shares Used to Determine Net                   
                Income per Share (Detail)                                        
53: R35         Summary of Significant Accounting Policies -        HTML    107K 
                Additional Information (Detail)                                  
54: R36         Fair Value (Detail)                                 HTML     35K 
55: R37         Trade accounts receivable - net (Detail)            HTML     32K 
56: R38         Trade accounts receivable - net - Additional        HTML     27K 
                Information (Detail)                                             
57: R39         Inventories (Detail)                                HTML     32K 
58: R40         Inventories - Additional Information (Detail)       HTML     28K 
59: R41         Property, plant and equipment (Detail)              HTML     85K 
60: R42         Property, plant and equipment - Additional          HTML     31K 
                Information (Detail)                                             
61: R43         Provision for Income Taxes (Detail)                 HTML     55K 
62: R44         Reconciliation of Company's Actual Tax Rate to      HTML     45K 
                U.S. Federal Statutory Rate (Detail)                             
63: R45         Elements of Deferred Income Tax Assets              HTML     49K 
                (Liabilities) (Detail)                                           
64: R46         Income taxes - Additional Information (Detail)      HTML     54K 
65: R47         Goodwill and intangible assets (Detail)             HTML     58K 
66: R48         Goodwill and intangible assets - Additional         HTML     58K 
                Information (Detail)                                             
67: R49         Short-term and long-term debt (Detail)              HTML     49K 
68: R50         Short-term and long-term debt (Future minimum       HTML     41K 
                lease payments under capital leases) (Detail)                    
69: R51         Short-term and long-term debt (Maturities of        HTML     36K 
                long-term debt and capital lease obligations)                    
                (Detail)                                                         
70: R52         Short-term and long-term debt - Additional          HTML    129K 
                Information (Detail)                                             
71: R53         Stockholders' equity - Additional Information       HTML     45K 
                (Detail)                                                         
72: R54         Commitments and contingencies (Detail)              HTML     64K 
73: R55         Future Commitments under Operating Leases (Detail)  HTML     39K 
74: R56         Commitments and contingencies - Additional          HTML     29K 
                Information (Detail)                                             
75: R57         Share-Based Compensation - Weighted Average         HTML     40K 
                Assumptions Used in Determining Fair Value of                    
                Share Based Awards at Grant Date by Using                        
                Black-Scholes Option Pricing Model (Detail)                      
76: R58         Share-based compensation - Summary of Status of     HTML     50K 
                Company's Stock Option Plan (Detail)                             
77: R59         Share-based compensation - Weighted Average         HTML     51K 
                Contractual Life and Exercise Price (Detail)                     
78: R60         Share-Based Compensation - Intrinsic Value          HTML     29K 
                (Detail)                                                         
79: R61         Share-based compensation - Additional Information   HTML     75K 
                (Detail)                                                         
80: R62         Acquisition (Bdo) (Detail)                          HTML     78K 
81: R63         Acquisition - Business Pro Forma Information        HTML     32K 
                (Detail)                                                         
82: R64         Acquisition - Additional Information (Detail)       HTML     46K 
83: R65         Quarterly Financial Data (Detail)                   HTML     74K 
85: XML         IDEA XML File -- Filing Summary                      XML    143K 
84: EXCEL       IDEA Workbook of Financial Reports                  XLSX    100K 
13: EX-101.INS  XBRL Instance -- hdsn-20181231                       XML   4.53M 
15: EX-101.CAL  XBRL Calculations -- hdsn-20181231_cal               XML    191K 
16: EX-101.DEF  XBRL Definitions -- hdsn-20181231_def                XML    879K 
17: EX-101.LAB  XBRL Labels -- hdsn-20181231_lab                     XML   1.12M 
18: EX-101.PRE  XBRL Presentations -- hdsn-20181231_pre              XML   1.01M 
14: EX-101.SCH  XBRL Schema -- hdsn-20181231                         XSD    174K 
86: ZIP         XBRL Zipped Folder -- 0001144204-19-014301-xbrl      Zip    222K 


‘EX-10.42’   —   Material Contract


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



Exhibit 10.42

 

NON-QUALIFIED STOCK OPTION AGREEMENT

HUDSON TECHNOLOGIES, INC.

 

AGREEMENT made as of (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 a Non-Qualified Option to purchase shares of its common stock, par value $.01 per share (the "Shares"), under and pursuant to the Company’s 2018 Stock Incentive Plan (the “Plan”);

 

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 its 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 option price) per share.

 

3.       The Options granted hereby shall vest and be exercisable as follows:

 

  Amount   Date Vested*   Date Exercisable*  
             
  insert   1/1/19   1/1/19  
      4/1/19   4/1/19  
      7/1/19   7/1/19  
      10/1/19 10/1/19  
      1/1/20   1/1/20  
      4/1/20   4/1/20  
      7/1/20   7/1/20  

 

* illustrative of typical vesting schedule, where options vest quarterly over two years.

 

4.       Term of Option. The option shall terminate (insert term) years from the date of this Agreement. In the event of the death of the Grantee, 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 or, if earlier, within the originally prescribed term of the Option.

 

 C: 
  C: 1 

 

 

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:

 

 C: 
 2 

 

 

(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).

 

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 & title of Company Officer)  
     
     
     
  (Insert name) Grantee  

 

 C: 
 3 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/15/19
For Period end:12/31/185
 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 0001144204-19-014301   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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