EXHIBIT 10.22
7500 0006
SIGMATRON INTERNATIONAL INC.
2004 EMPLOYEE STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
SigmaTron International, Inc. (the "Company"), desiring to afford an
opportunity to the Optionee named below to purchase certain shares of the
Company's common stock to provide the Optionee with an added incentive as an
employee of the Company, hereby grants to the Optionee, pursuant to the terms of
the SigmaTron International, Inc. 2004 Employee Stock Option Plan (the "Plan")
an option ("Option") to purchase the number of shares specified below, during
the term ending at 5 o'clock p.m. (prevailing local time at the Company's
principal offices) on the expiration date of this Option specified below, at the
Option exercise price specified below, subject to and upon the following terms
and conditions:
1. Identifying Provisions. As used in this Option, the following terms
shall have the following respective meanings:
(a) Optionee:
(b) Date of Grant:
(c) Number of Shares optioned:
(d) Option exercise price per share ("Option Price"):
(e) Expiration date:
(f) Vesting schedule:
This Option shall be exercisable with respect to the following:
On or After This Date Cumulative Percentage of Shares Cumulative Number of Shares
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Subject to Paragraphs 3(d) and 6, in order for this Option to vest,
Optionee must be employed by the Company on the date in which the Option is to
vest and shall have been so employed continuously (except for excused absences)
since the Date of Grant.
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The number of option shares granted in a fiscal year to each covered
employee, as defined in Treasury Regulation ss.1.162-27(c)(2) (a "Covered
Employee"), shall not exceed 100,000 shares for any fiscal year in which such
person serves as a Covered Employee.
2. Exercise: Payment For and Delivery of Stock. Optionee, or his
successors as permitted by the terms of the Plan and this Agreement shall
acquire shares pursuant to this Option by delivering to the Company a written
notice of exercise, specifying the number of shares which the Optionee desires
to exercise under this Option, the date on which Optionee desires to complete
the purchase ("Purchase Date") and the form of payment through which the
purchase shall be made. If required in order to comply with the Securities Act
of 1933, as amended, the notice of exercise shall contain a representation to
the effect that the Optionee intends to acquire the shares for investment and
not with a view toward distribution. The Compensation Committee of the Board of
Directors ("Committee") has determined that Optionee shall pay to the Company
the full Option Price of the shares to be acquired hereunder on or before the
Purchase Date in either cash or stock, or partly of each, as follows:
(a) Cash. Payment in full for shares purchased under an Option may be
made in cash (including check, bank draft or money order) on or before the
Purchase Date.
(b) Stock. Payment may be made in full for shares purchased under an
Option, in whole or in part, by tendering to the Company in good form for
transfer, shares of the same class of stock as that then subject to the Option
and that have been held by the Optionee for at least six months, delivered in
lieu of cash concurrently with such exercise, the shares so delivered to be
valued on the basis of fair market value on the Purchase Date provided that the
Company is not then prohibited from purchasing or acquiring shares of such
stock.
(c) Cashless Exercise. Optionee may make payment by means of a cashless
exercise if the Options are tendered to a third party securities broker approved
by the Company in exchange for the number of shares equal to the aggregate
difference between the Option Price and the fair market value of the Options so
tendered.
3. Restrictions on Exercise. The following additional provisions shall
apply to the exercise of this Option:
(a) If Optionee's employment is terminated "for cause," then the
unvested portion of this Option is immediately canceled and the
unexercised, vested portion of this Option shall be exercisable (to the
extent then exercisable), by the Optionee or Permitted Transferee
(defined in Paragraph 4) at any time prior to the expiration date or
within three months after the date of termination of employment,
whichever is the shorter period. A termination "for cause" means any
termination due to (i) conviction of a felony; (ii) Optionee's refusal,
after at least 30 days advance written notice from the Company's Board
of Directors, to carry out a direct order of the Board of Directors
(other than an order to relocate Optionee more than 25 miles from his
place of employment); or (iii) a finding by the Board of Directors that
Optionee has defrauded the Company or any affiliate of the Company.
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(b) If a Optionee's employment is terminated by the Company, but such
termination is not "for cause," as defined above, then the unvested
portion of this Option is immediately canceled and the vested portion
of said Option shall continue in effect after the Optionee's
termination of employment under the terms specified herein. This
subparagraph shall also apply to a Optionee who voluntarily terminates
employment with the Company.
(c) While employed by the Company or any of its subsidiaries, or during
the twelve (12) months immediately thereafter, if the Optionee,
directly or indirectly, as partner, officer, director, stockholder,
advisor or employee, or in any other form or capacity, renders any
services to or becomes employed by, owns any interest in or be
otherwise associated with, any company or entity which sells or
solicits the sale of any product or service manufactured or offered for
sale by the Company or any subsidiary of the Company within six (6)
months prior to the termination of his employment by the Company, or
becomes employed by any customer of the Company and uses his efforts to
cause said customer to enable it to produce for itself products or
services which are the same as, substitute for, or substantially
similar to products or services which theretofore it was purchasing
from the Company or its subsidiaries ("Disqualifying Event"), then the
unvested portion of this Option is immediately canceled and the
unexercised, vested portion of this Option shall be exercisable (to the
extent then exercisable), by the Optionee or Permitted Transferee at
any time prior to the expiration date or within three months after the
date of the Disqualifying Event, whichever is the shorter period,
provided, however, that the above shall not apply to investments in
publicly owned companies in which Optionee owns no more than 1% of the
outstanding capital stock.
(d) If Optionee's employment is terminated because of the death or
permanent disability (as described in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the"Code")) of the Optionee when
employed, then all unvested Options immediately vest and the
unexercised Options at the time of death shall be exercisable in full
(including the portion which, but for this provision, would not be
exercisable) by the person or persons entitled to do so under the will
of the Optionee, or if the Optionee shall fail to make testamentary
disposition of the Option or shall die intestate, by the legal
representative of the Optionee or by a Permitted Transferee, at any
time prior to the expiration date of such Option.
(e) Whether the Optionee has been constructively discharged, and
whether the Optionee's employment has terminated "for cause," shall be
determined in each case by the Committee, whose determination shall be
final and binding. The Company assumes no responsibility and is under
no obligation to notify a Permitted Transferee of early termination of
this Option on account of termination of the Optionee's employment.
4. Transferability. The Committee shall retain the authority and
discretion to permit the Option to be transferable as long as such transfers are
made only to a Permitted Transferee; provided that (i) such transfer is a bona
fide gift and accordingly, the Optionee receives no value for the transfer, as
provided in the instructions to SEC Form S-8, (ii) that the Options transferred
continue to be subject to the same terms and conditions that were applicable to
the Options
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immediately prior to the transfer, and (iii) that the Options may not be
otherwise or subsequently sold, pledged, assigned or transferred in any manner
except by will or the laws of descent or distribution or pursuant to a domestic
relations order. "Permitted Transferee" shall mean any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, of the
Optionee (a "Family Member"), any person sharing the Optionee's household (other
than as a tenant or employee), or a trust or other entity in which Family
Members and the Optionee have more than fifty percent of the beneficial or
voting interests. In the event of the Optionee's death, the Option may be
exercised only by a person who acquired the right to exercise it by reason of
the death of the Optionee. Neither the Optionee, any Permitted Transferee, nor
any person who acquires the right to exercise the Option by reason of the death
of the Optionee will be deemed to be a holder of any Shares subject to the
Option unless and until certificates for those Shares are issued to such person.
A Permitted Transferee may not subsequently transfer the Option. The designation
of a beneficiary shall not constitute a transfer.
5. Changes in Capital Structure. If the outstanding shares of Common
Stock of the Company are increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of the Company or of
another corporation by reason of any reorganization, merger, consolidation, plan
of exchange, recapitalization, reclassification, stock split-up, combination of
shares or dividend payable in shares, appropriate adjustment may be made by the
Committee in its sole discretion, to the end that the Optionee's proportionate
interest derived under this Option is maintained as before the occurrence of
such event. Nothing stated herein shall require the Committee to make such
adjustment. If the Committee makes such adjustment, the Committee may also
require that any securities issued in respect of or exchanged for shares issued
hereunder that are subject to restrictions be subject to similar restrictions.
Notwithstanding the foregoing, the Committee shall have no obligation to effect
any adjustment that would or might result in the issuance of fractional shares,
and any fractional shares resulting from any adjustment may be disregarded or
provided for in any manner determined by the Committee. Any such adjustments
made by the Committee shall be conclusive. If any such adjustment provided for
in this Paragraph 5 requires the approval of shareholders of the Company in
order to enable the Company to adjust the Option, then no such adjustment shall
be made without the required shareholder approval.
6. Special Acceleration of Vesting in Certain Events.
(a) Notwithstanding any other provisions of this Option and subject to
the limitations described below, upon the occurrence of any of the
following events (each, a "Corporate Transaction"):
(i) any consolidation, merger, plan of exchange, or
transaction involving the Company ("Merger") in which the
Company is not the continuing or surviving corporation or
pursuant to which the common stock of the Company would be
converted into cash, securities or other property; or
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(ii) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all or
substantially all of the assets of the Company or the adoption
of any plan or proposal for the liquidation or dissolution of
the Company; or
(iii) a "person" within the meaning of Section 13(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act") (other than the Company), becomes the beneficial owner
(as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, in one or more transactions, of shares of common
stock of the Company representing 50% or more of the total
number of votes that may be cast by all stockholders of the
Company voting as a single class, or the first day on which
shares of the Company's common stock are purchased pursuant to
a tender offer or exchange offer.
this Option shall vest and become fully exercisable as to all of the
Shares subject to this Option as of the date thirty (30) days prior to
the date of the Corporate Transaction. The exercise or vesting of any
Option and any Shares acquired upon the exercise thereof that was
permissible solely by reason of this Paragraph 6 shall be conditioned
upon the consummation of the Corporate Transaction. Any Options that
are not exercised as of the date of the Corporate Transaction shall
terminate and cease to be outstanding effective as of the date of the
Corporate Transaction.
(d) Accelerated vesting under this paragraph shall be limited to the
maximum number of additional shares such that the acquisition or
disposition of such shares which vest in connection with a Corporate
Transaction shall not result in an excess parachute payment to Optionee
(as defined in Section 280G of the Code), unless the Company authorizes
accelerated vesting in excess of such maximum amount. The Company is
authorized by Optionee to collect from Optionee any additional income
or excise taxes which the Company may incur due to a violation of this
provision.
7. Rights in Shares Before Issuance and Delivery. Optionee, his
successors or assigns, his executor, administrator or legatee if he be deceased,
or Permitted Transferee shall have no rights as a shareholder with respect to
any stock covered by this Option until the date of issuance of the stock
certificate to him or her for such stock after receipt of the consideration in
full set forth herein or as may be approved by the Company. No adjustments shall
be made for dividends, whether ordinary or extraordinary, whether in cash,
securities, or other property, for distributions in which the record date is
prior to the date for which the stock certificate is issued.
8. Requirements of Law and of Stock Exchanges. Nothing herein shall
require the Company to issue any stock upon exercise of this Option if the
issuance would, in the opinion of counsel for the Company, constitute a
violation of the Securities Act of 1933, as amended (the "1933 Act"), applicable
state securities laws, or any other applicable rule or regulation then in
effect.
9. Disposition of Shares--Restrictions. No stock acquired hereunder may
be disposed of within six months from the date of grant. If such stock were
disposed of within six
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months of the date of grant, such disposition may not be exempt from the short
swing profit rules of Section 16(b) of the Exchange Act.
Nothing in this Agreement shall assure any Option holder that shares
issuable under this Option are registered on a Form S-8 of the 1933 Act or on
any other Form. In particular, no Permitted Transferee shall have shares
registered on a Form S-8 until and unless the federal securities laws allow for
such form of registration subsequent to the date of this Agreement.
10. No Right to Continued Employment. This Option shall not confer upon
the Optionee any right with respect to continued employment by the Company nor
shall it alter, modify, limit or interfere with any right or privilege of the
Company under any employment contract, heretofore or hereinafter executed, with
the Optionee, including the right to terminate the Optionee's employment at any
time for or without cause. The Company assumes no responsibility to notify a
Permitted Transferee of a Optionee's termination of employment.
11. Receipt of Plan. The Optionee hereby acknowledges receipt of a copy
of the Plan and agrees to be bound by all terms and provisions thereof and as
the same shall have been amended from time to time in accordance with the terms
thereof, provided that no such amendment shall deprive the Optionee, without his
consent, of this Option or any of his or her rights hereunder. The Optionee
acknowledges and agrees that such provisions are acceptable to him or her for
all purposes. The Optionee further acknowledges and agrees that in the event of
any conflict herewith, the provisions of the Plan shall govern and control, and
this Agreement or the applicable provision hereof shall automatically be deemed
modified to conform ab initio.
12. Notices. Any notice to be given to the Company shall be addressed
to the Committee in care of the Company at its principal office, and any notice
to be given to the Optionee shall be addressed to him or her at the address
given beneath his signature hereto or at such other address as the Optionee may
hereafter designate in writing to the Company. Any such notice shall be deemed
duly given when enclosed in a properly sealed envelope or wrapper addressed as
aforesaid, registered or certified, and deposited, postage and registry or
certification fee prepaid, in a post office or branch post office regularly
maintained by the United States Postal Service.
13. Miscellaneous. This Agreement and the Plan constitute the entire
agreement and understanding between the Company and the Optionee and may not be
changed, modified or amended by oral statements to the contrary, but only by
written document signed by both parties hereto. The titles to each paragraph
herein are for convenience only and are not to be used in the construction or
interpretation of this document. This Agreement shall be binding on and inure to
the benefit of the parties hereto, and their respective heirs, legatees,
successors and assigns. This Agreement shall be construed in accordance with the
laws of the State of Illinois.
This document constitutes an offer by the Company to enter into an
Agreement under the terms and conditions herein set forth. Said offer will
expire and terminate without further notice at 5 o'clock p.m. (prevailing local
time at the Company's principal office) on __________ unless sooner accepted by
the Optionee by delivering a copy of this Agreement, executed by the Optionee,
to the Company on or before said time and date.
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IN WITNESS THEREOF, the Company has granted this Option on the date of grant
specified above.
ACCEPTED: SIGMATRON INTERNATIONAL, INC.,
a Delaware corporation
Optionee: By:
--------------------------- -----------------------------
Address: Xxxx X. Xxxxxxxx
--------------------------- Title: President and CEO
Date: Date:
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By:
-----------------------------
Xxxxx X. Xxxxx
Title: Chief Financial Officer
Date:
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NOTICE OF EXERCISE
OF
OPTION
UNDER 2004 EMPLOYEE STOCK OPTION PLAN
OF SIGMATRON INTERNATIONAL, INC.
To: SigmaTron International, Inc.
0000 Xxxxxxxxx Xxxx
Xxx Xxxxx Xxxxxxx, XX 00000
From: Optionee Name:
---------------------------------------------------------
Optionee Address:
-----------------------------------------------------
Dear Sirs:
Pursuant to the Stock Option Agreement dated ________ between SigmaTron
International, Inc. (the "Company") and the Optionee listed above (the
"Option"), Optionee hereby notifies the Company of its intention to exercise the
Option to purchase the number of shares of the common stock of the Company (the
"Shares") set forth below, effective on (the "Purchase Date"). This Notice is
accompanied with the total exercise price in the amount set forth below in the
form of cash, check, shares of common stock of the Company, or a combination
thereof, or has been satisfied by delivering the Option to a third party
securities broker approved by the Company.
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Total Vested Shares Number of Shares to Exercise Price Total Exercise Price
Available to Exercise be Purchased Hereunder Per Share to be Paid Hereunder
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$------ $------ $------
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Please effect the transfer of the Shares to Optionee.
OPTIONEE
Signature of Optionee
Date:
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