Optionee: [NAME]
STARMET CORPORATION
DIRECTOR STOCK OPTION AGREEMENT
DIRECTOR STOCK OPTION AGREEMENT made and entered into as of [DATE OF OPTION
GRANT], by and between STARMET CORPORATION, a Massachusetts corporation
(hereinafter referred to as the "Company"), and [NAME], residing at [ADDRESS].
W I T N E S S E T H :
WHEREAS, The Board of Directors of the Company, on November 20, 1995,
approved the Starmet Corporation Directors' Stock Option Plan to issue stock
options to directors of the Company (hereinafter referred to as the "Plan"); and
WHEREAS, the Optionee is one of the designated directors eligible to
participate in the Plan and has been granted an option to purchase common stock
of the Company; and
WHEREAS, the Company and the Optionee wish to evidence and confirm the terms
of said grant of option;
NOW, THEREFORE, in consideration of the mutual promises and representations
herein contained, and other good and valuable consideration.
1. Confirming of Option Grant. The Company hereby evidences and confirms its
grant to the Optionee on [DATE OF OPTION GRANT], of an option to purchase
[NUMBER OF SHARES] shares of the Company's Common Stock at an option exercise
price of $[EXERCISE PRICE] per share.
2. Expiration of Option. The option evidenced by this Agreement shall expire
on [EXPIRATION DATE].
3. Time of Exercise. Subject to the provisions hereof, the option evidenced
hereby may be exercised at any time after one year from the date of grant and on
or before the expiration date of the option, except that the option shall not be
exercised with respect to more than one-third (1/3) of the shares before two
years from the date of grant, nor with respect to more than two-thirds (2/3) of
the shares before three years from the date of grant.
4. Who May Exercise. During the lifetime of the Optionee, the option
evidenced by this Agreement may be exercised only by him.
5. Acceptance of Option. The Optionee shall have up to sixty (60) calendar
days after this option is granted in which to accept said option, which
acceptance must be in writing and may be endorsed on the signature page of this
option. If the option is accepted, such interim period of time shall be
considered a part of the period of expiration as provided in Section 3 hereof.
6. Manner of Exercise. The option evidenced by this Agreement may be
exercised by:
(a) giving written notice of intent to exercise the option with respect
to a specified number of full shares;
(b) exercising as to not less than one hundred (100) shares at any one
time unless the number of shares to be purchased upon such exercise is the
total number of shares as to which the option may be exercised at the time;
(c) making full payment to the Company of the amount of the option
exercise price for the number of shares with respect to which the option is
then exercised in cash (by a certified check, bank draft or money order) or
in common stock of the Company valued at the fair market value on the date
of the exercise;
(d) executing an undertaking to furnish or execute such documents as
the Company, in its discretion, shall deem necessary (i) to evidence such
exercise, in whole or in part, of the option evidenced by this Agreement,
(ii) to determine whether registration is then required under the Securities
Act of 1933, as then in effect, or (iii) to comply with or satisfy the
requirements of the Securities Act of 1933 or any other law as then in
effect;
(e) executing an undertaking to give the Company prompt written notice
in such form as the Company, in its discretion, shall deem advisable, of the
disposition of any shares of stock acquired by the exercise of the option.
(f) representing in writing that the Optionee is of full age and that
stock purchased by him under the option is to be and is being purchased for
investment and not with a view to the distribution thereof.
7. Notice. Each notice, payment and representation as provided by Section 6
hereof shall be delivered or mailed, by certified or registered mail, addressed
to Starmet Corporation, 0000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, and any
notice hereunder to the Optionee shall be addressed to him at his address
heretofore shown on the first page of this Agreement, subject to the right of
either party to designate at any time hereafter in writing, some other address.
8. Exercise in the Event of Death. If an Optionee shall die prior to the
expiration date fixed for his option, such option may be exercised to the extent
that it could have been exercised by the Optionee at the date of his death by
his executor or administrator or the person or persons to whom the option is
transferred by will or the applicable laws of descent and distribution at any
time prior to such expiration date or within twelve (12) months after the death
of the Optionee,
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whichever shall occur first.
9. Transferability. No option granted under the Plan shall be transferable
or assignable, other than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended. A written beneficiary designation with respect
to dispositions upon death does not constitute a "transfer" prohibited by the
Plan.
10. Changes in Common Stock. The number of shares of common stock covered by
this option, and the price per share thereof, shall be adjusted by the Committee
or by the Board of Directors of the Company to reflect, as may be deemed
appropriate by said Board or Committee, any stock dividend, stock split, share
combination, exchange of shares, recapitalization, merger, consolidation,
separation, reorganization, liquidation or other change in capital structure, of
or by the Company. All adjustments so made shall be final and binding upon the
Optionee.
11. Rights as Shareholders. No Optionee shall have any rights as a
shareholder with respect to any shares subject to this option prior to the
issuance or transfer of the shares on the stock books of the Company. Except as
provided in Section 10 hereof, no adjustment shall be made for dividends or
other rights for which the record date is prior to the issuance or transfer of
such certificate or certificates.
12. Law Governing. This Agreement is made in the Commonwealth of
Massachusetts and shall be construed and enforced in accordance with and
governed by the laws of said Commonwealth.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its duly authorized representatives and the Optionee has duly signed this
Agreement.
Starmet Corporation
By:
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Xxxxxx X. Xxxxx, President
Accepted:
Date:
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Optionee
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UNDERTAKING
The undersigned, in connection with the exercise of an option granted by
Starmet Corporation, hereof agrees:
1. To furnish or execute such documents as Starmet Corporation (the
"Company") in its discretion, shall reasonably require as further evidence of
the exercise of the option, to determine whether registration is required under
the Securities Act of 1933, as amended from time to time, or to comply with or
satisfy the requirements of the Securities Act of 1933 or any other applicable
federal or state law or regulation.
2. The undersigned further represents that he is of full age and that the
stock purchased by him as being purchased for investment for his own account and
not with a view to, or in connection with a disposition of the stock. The
undersigned further acknowledges that he has received, or has been given access
to all financial and other information about the Company required by the
undersigned to evaluate his investment in the Company. The undersigned further
acknowledges that he is aware of the risks of investment in the Company and that
he is financially able to undertake such risks, including the risk of loss of
his entire investment. The undersigned further acknowledges that the shares of
stock may not be transferred by him unless registered under the Securities Act
of 1933 or unless, in the opinion of counsel satisfactory to the Company, an
exemption from registration is available. The undersigned agrees that an
appropriate legend reflecting the foregoing may be placed on the certificate for
his shares.
IN WITNESS WHEREOF, this undertaking has been executed this ___ day of
_________, 19__.
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