Preview | Director Stock Option Agreement |

Director Stock Option Agreement

WORLD AIR HOLDINGS, INC.
AMENDED & RESTATED
1995 STOCK INCENTIVE PLAN

DIRECTOR STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of the ___ day of , 200___ (the Grant Date) by and between World Air Holdings, Inc., a Delaware corporation (the Company), and (Optionee).

A. Optionee has been granted an Option under the World Air Holdings, Inc. Amended and Restated 1995 Stock Incentive Plan (the Plan) to purchase shares of the Companys common stock. Capitalized terms used herein and not otherwise defined herein have the same meaning as the terms used in the Plan.

B. The Option granted to Optionee is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option. Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants to Optionee, as of the Grant Date, a Nonqualified Stock Option (the Option) to purchase up to shares of the Companys common stock, $0.001 par value (the Option Shares) from time to time during the term of the Option at an exercise price of $ per share (Exercise Price).

2. Option Term. The Option will expire at the close of business on (the Expiration Date), unless sooner terminated in accordance with the provisions of this Agreement or the Plan.

3. Option Nontransferable. The Option is not transferable or assignable by Optionee other than by will or by the laws of descent and distribution; during the lifetime of Optionee, the Option shall be exercisable only by Optionee.

4. Dates of Exercise. So long as Optionee continues to serve as a member of the Board of Directors of World Air Holdings, Inc. (the Board), the Option shall be exercisable as to the Option Shares within the specified term of the Option and pursuant to the provisions of this Agreement. Option Shares shall become exercisable in installments, as follows: .

Notwithstanding the forgoing provisions of this Section 4, in the event (i) the Optionee ceases to serve on the Board due to death or disability (as defined in Section 5 below); or (ii) of the occurrence of any Change of Control following the Grant Date but prior

to the date the Optionee ceases to serve upon the Board (or upon the Board of a successor of the Company immediately following a transaction of the type described in either Section 17(c)(i) or Section 17(c)(ii)), any previously unvested Option Shares shall become immediately vested.

5. Termination of Board Membership. Should Optionee cease for any reason (including death or disability) to be a member of the Board, the Option may, subject to the provisions of Section 4 hereof, be exercised (to the extent the Option was exercisable by Optionee at the time of the termination of his Board membership) at any time within one (1) year after the termination of his Board membership; provided, however, in no event shall the Option be exercisable after the Expiration Date. The term disability means a physical or mental illness that will prevent Optionee from doing substantial gainful work for at least twelve (12) months or is likely to result in death. If Optionee became entitled to Social Security benefits payable on account of disability, he will be conclusively deemed to be disabled for purposes of this Agreement.

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