EX-99.(D)(14) 19 ex99d14_062303.txt FORM OF INCENTIVE STOCK OPTION AGREEMENT Exhibit (d)(14) Incentive Stock Option Granted Under the 2001 Stock Option Plan ---------------------- Incentive Stock Option granted by B/E Aerospace, Inc., a Delaware corporation (the "Company"), to [NAME], an employee of the Company (the "Employee"), pursuant to the Company's 2001 Stock Option Plan, as in effect as of the date hereof (the "Plan"). Capitalized terms used herein without definition shall have the meaning set forth in the Plan. 1. Grant of Option. This certificate (the "Certificate") evidences the grant by the Company on [DATE] (the "Date of Grant") to the Employee of an option (the "Option") to purchase, in whole or in part, on the terms herein provided, a total of [NUMBER] shares of the common stock of the Company (the "Common Stock") at $[PRICE] per share, which is not less than the Fair Market Value of the Common Stock on the last business day preceding the Date of Grant of the Option. The Option evidenced by this Certificate is intended to qualify as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), to the extent applicable. 2. Term; Final Expiration Date. Unless terminated earlier pursuant to Section 9 of the Plan, the term of the Option shall be 10 years from the Date of Grant and the Option shall expire on ____________ (the "Final Expiration Date"). 3. Vesting Schedule. This Option is exercisable, in accordance with Section 7(f) of the Plan, in the following installments on a cumulative basis, but in no event may the Option be exercised later than the Final Expiration Date: [Number] shares of Common Stock on and after the Date of Grant; [Number] additional shares of Common Stock on and after [DATE], the first anniversary of the Date of Grant; [Number] additional shares of Common Stock on and after [DATE], the second anniversary of the Date of Grant; and [Number] additional shares of Common Stock on and after [DATE], the third anniversary of the Date of Grant. 1 4. Exercise of Option. Each election to exercise the Option shall be in writing, signed by the Employee or by his or her executor or administrator, and received by the Company at its principal office, accompanied by this Certificate, and payment in full as provided in the Plan. The exercise price may be paid, subject to the provisions of Section 8(d) of the Plan, by: (i) delivery of cash, personal check, certified check, bank draft, money order or wire transfer; (ii) delivery of Common Stock of the Company (held for at least six months) having a Fair Market Value on the last business day preceding the date of exercise equal to the exercise price; (iii) delivery of an unconditional and irrevocable undertaking by a broker to deliver promptly to the Company sufficient funds to pay the exercise price; or (iv) any combination of the permissible forms of payment. In the event that the Option is exercised by the Employee's executor or administrator, the Company shall be under no obligation to deliver shares of Common Stock hereunder unless and until the Company is satisfied as to the authority of the person or persons exercising the Option. 5. Notice of Disposition. The person exercising the Option shall notify the Company when he or she makes any disposition of the shares of Common Stock acquired upon exercise of the Option, whether by sale, gift or otherwise. 6. Application of Stock Transfer Agreement. If at the time when the Option is exercised the Company is a party to any agreement restricting the transfer of any outstanding shares of its Common Stock, the Option may be exercised only if the shares of Common Stock so acquired are made subject to the transfer restrictions set forth in that agreement (or if more than one such agreement is then in effect, the agreement specified by the Board). 2 7. Tax Withholding. The Company shall have the right to require the Employee entitled to receive Common Stock pursuant to an Option to remit to the Company, prior to the delivery of any certificates evidencing such Common Stock, an amount sufficient to satisfy any federal, state or local tax withholding requirements. Prior to the Company's determination of such withholding liability, the Employee may make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes, by directing the Company to withhold shares of Common Stock that would otherwise be received by such individual. Such election may be denied by the Committee in its discretion, or may be made subject to certain conditions specified by the Committee, including, without limitation, conditions intended to avoid the imposition of liability against the individual under Section 16(b) of the Exchange Act or Section 162(m) of the Code. 8. Nontransferability of Option. This Option is not transferable by the Employee other than by will or the laws of descent and distribution. The Option is exercisable during the Employee's lifetime only by the Employee. Upon the death of an Employee, the Option may be exercisable by the Employee's personal representatives, heirs or legatees. 9. Provisions of the Plan. This Option is subject to the provisions of the Plan, a copy of which is furnished to the Employee with the Option. In the event of an inconsistency between this Certificate and the terms of the Plan, the Plan shall govern. IN WITNESS WHEREOF, the Company has caused this Certificate to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument. B/E AEROSPACE, INC. By: ------------------------ Name: Title: Dated: As of ______________________ 3