Exhibit 99.1
WPI GROUP, INC.
STOCK OPTION
THIS AGREEMENT is made as of the 16th day of October, 1996,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Horizon Public Adjusters Group, Inc. (the
"Optionee").
W I T N E S S E T H:
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Thirty Five Thousand
(35,000) shares of its Stock, at the Option Price per share shown
in Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Six
Dollars and Thirty Eight Cents ($6.38 ) per share of Stock, an
amount which is not less than the par value of a share of Stock
and which constitutes the fair market value of each share of
Stock on the date of this Agreement.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option in full.
(b) The Optionee may exercise the Option at any time
upon delivery of proper notice to the Company and compliance
with the terms and conditions hereof. Subject to that
limitation, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
17,500 shares.
(c) The Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(d) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
October 15, 2006 (such date being a date preceding the tenth
anniversary of the date of this Agreement).
5. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made in cash, cashier's check, or other
readily available funds; or
6. Adjustment of Shares. In the event of any change in
the number of issued and outstanding shares of Common Stock of
the Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
7. Nontransferability. The Option is not transferable by
the Optionee. Optionee acknowledges that the securities issuable
upon the exercise of this Option have not been registered under
the Securities Act of 1933 (the "Act") or any State securities
law. These securities may not be sold, pledged or otherwise
disposed of unless: (i) such securities are covered by an
effective registration statement under the Act; or (ii) the
Company has been furnished with an opinion of counsel acceptable
to counsel for the Company to the effect that no registration I s
required for such transfer.
8. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
9. Binding Effect. This Agreement shall be binding upon
the Company and the Optinee and their respective heirs,
executors, administrators and successors.
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Xxxxxx X. Xxxxxx,
President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
(CORPORATE SEAL)
HORIZON PUBLIC ADJUSTERS
GROUP, INC., Optionee
By:/s/Xxxxxxx Xxxxx, Chairman
--------------------------
Duly Authorized
Exhibit 99.2
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 18th of October 1996,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Xxxxx X. Xxxxxxxx (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Ten Thousand (10,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
3,334 10/01/97
6,667 10/01/98
10,000 10/01/99
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) Two Thousand Five Hundred (2,500) shares
or (ii) the number of shares to which his exercise right has
accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/17/2006 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Xxxxxx Xxxxxx
-----------------
Xxxxxx Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
-----------------
Xxxxxxx Xxxx, Secretary
(CORPORATE SEAL)
/s/ Xxxxx X. Xxxxxxxx
---------------------
Xxxxx X. Xxxxxxxx, Optionee
Exhibit 99.3
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 18th of October 1996,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Xxxx X. Xxxxxxxxxxx (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Ten Thousand (10,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
3,334 10/01/97
6,667 10/01/98
10,000 10/01/99
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) Two Thousand Five Hundred (2,500) shares
or (ii) the number of shares to which his exercise right has
accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/17/2006 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
(CORPORATE SEAL)
/s/ Xxxx X. Xxxxxxxxxxx
-----------------------
Xxxx X. Xxxxxxxxxxx, Optionee
Exhibit 99.4
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 18th of October 1996,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Xxxxxx Xxxxx (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Ten Thousand (10,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
3,334 10/01/97
6,667 10/01/98
10,000 10/01/99
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) Two Thousand Five Hundred (2,500) shares
or (ii) the number of shares to which his exercise right has
accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/17/2006 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By:/s/Xxxxxx X. Xxxxxx
-------------------
Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
(CORPORATE SEAL)
/s/ Xxxxxx Xxxxx
-----------------
Xxxxxx Xxxxx, Optionee
Exhibit 99.5
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 18th of October 1996,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Xxxxxx X. XxXxxx (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Ten Thousand (10,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
3,334 10/01/97
6,667 10/01/98
10,000 10/01/99
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) Two Thousand Five Hundred (2,500) shares
or (ii) the number of shares to which his exercise right has
accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/17/2006 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
(CORPORATE SEAL)
/s/ Xxxxxx X. XxXxxx
--------------------
Xxxxxx X. XxXxxx, Optionee
Exhibit 99.6
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 18th of October 1996,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Xxxxxxx X. Xxxxxxxxx (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Ten Thousand (10,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
3,334 10/01/97
6,667 10/01/98
10,000 10/01/99
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) Two Thousand Five Hundred (2,500) shares
or (ii) the number of shares to which his exercise right has
accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/17/2006 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
(CORPORATE SEAL)
/s/Xxxxxxx X. Xxxxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxxxx, Optionee
Exhibit 99.7
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 31st of October 1997,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Xxxxx X. Xxxxxxxx (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Five Thousand (5,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Eleven
Dollars and Twelve and One Half Cents ($11.125) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
5,000 October 1, 1998
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) One Thousand Two Hundred and Fifty
(1,250) shares or (ii) the number of shares to which his
exercise right has accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/30/2007 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
(CORPORATE SEAL)
/s/ Xxxxx X. Xxxxxxxx
---------------------
Xxxxx X. Xxxxxxxx, Optionee
Exhibit 99.8
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 31st of October 1997,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Xxxx X. Xxxxxxxxxxx (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Five Thousand (5,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Eleven
Dollars and Twelve and One Half Cents ($11.125) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
1,667 October 1, 1998
3,334 October 1, 1999
5,000 October 1, 2000
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) One Thousand Two Hundred and fifty
(1,250) shares or (ii) the number of shares to which his
exercise right has accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/30/2007 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
(CORPORATE SEAL)
/s/ Xxxx X. Xxxxxxxxxxx
-----------------------
Xxxx X. Xxxxxxxxxxx, Optionee
Exhibit 99.9
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 31st of October 1997,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Xxxxxx Xxxxx (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Five Thousand (5,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Eleven
Dollars and Twelve and One Half Cents ($11.125) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
1,667 October 1, 1998
3,334 October 1, 1999
5,000 October 1, 2000
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) One Thousand Two Hundred and Fifty
(1,250) shares or (ii) the number of shares to which his
exercise right has accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/30/2007 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
(CORPORATE SEAL)
/s/ Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx, Optionee
Exhibit 99.10
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 10th day of February, 1998,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Xxxxxx X. XxXxxx (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Ten Thousand (10,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Eleven
Dollars and Twelve and One Half Cents ($11.125) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
5,000 February 10, 1998
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) One Thousand Two Hundred and Fifty
(1,250) shares or (ii) the number of shares to which his
exercise right has accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
02/09/2000 (such date being a date preceding the second
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
-----------------
Xxxxxxx Xxxx, Secretary
(CORPORATE SEAL)
/s/ Xxxxxx X. XxXxxx
---------------------
Xxxxxx X. XxXxxx, Optionee
Exhibit 99.11
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 31st of October 1997,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Xxxxxxx X. Xxxxxxxxx (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Five Thousand (5,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Eleven
Dollars and Twelve and One Half Cents ($11.125) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
1,667 October 1, 1998
3,334 October 1, 1999
5,000 October 1, 2000
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) One Thousand Two Hundred and Fifty
(1,250) shares or (ii) the number of shares to which his
exercise right has accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/30/2007 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, President & COO
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx, Secretary
(CORPORATE SEAL)
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx, Optionee
