Exhibit 10.2
DATAHAND SYSTEMS, INC.
1993 INCENTIVE STOCK OPTION AGREEMENT
(For FY 2000 Contract Employee)
This Option Agreement is made and entered into by and between DataHand
Systems, Inc, a Delaware corporation (hereinafter referred to as the "Company")
and __________ (hereinafter referred to as "Contract Employee"), as of the
__________ which date is hereinafter referred to as the ("Date of Grant").
WITNESSETH:
WHEREAS, the Company has adopted the 1993 Industrial Innovations, Inc.
Long-Term Incentive Plan (the "Plan") as an incentive to encourage key
employees, key contract employees and officers of the Company to remain in its
employment and to enhance the ability of the Company to attract new employees
and contract employs whose services are considered unusually valuable by
providing an opportunity to have a proprietary interest in the success of the
Company; and
WHEREAS, the Board believes that the granting of the Option herein
described to Contract Employee is consistent with the stated purposes for which
the Plan was adopted;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth and for other good and valuable consideration, the Company
and Contract Employee agree as follows:
1. Grant of Option. The Company hereby grants to Contract Employee the
right and option (hereinafter referred to as the "Option") to purchase an
aggregate of __________ shares (such number being subject to adjustment as
provided in Article 11 of the Plan) of the common stock of DataHand Systems,
Inc. (the "Stock") on the terms and conditions herein set forth. This Option may
be exercised in whole or in part and from time to time as hereinafter provided.
The Option granted hereunder is intended to qualify as an "incentive stock
option" under Section 422 of the Internal Revenue Code, as amended.
2. Purchase Price. The price at which Contract Employee shall be entitled
to purchase the Stock covered by the Option shall be __________ per share, which
price is the fair market value of the Stock on the Date of Grant.
3. Term of Option. The Option hereby granted shall be and remain in force
and effect for a period of __________ from in the Date of Vesting, through and
including the normal close of business of the Company on __________ (hereinafter
referred to as the "Expiration Date's subject to earlier termination as provided
in paragraphs 7, 8 and 10 hereof.
4. Exercise of Option. The Option may be exercised by Contract Employee at
any time and from time to time on or after __________ and through the Expiration
Date as to all or any part of the shares covered hereby by delivery to the
Company of written notice of exercise and payment of the purchase price as
provided in paragraphs 5 and 6 hereof
In the event of a public tender for all or any portion of the Stock of the
Company or in the event that a proposal to merge, consolidate, or otherwise
combine with another company is submitted for shareholder approval, the Board
may in its sole discretion declare the Option to be immediately exercisable even
if the original date for the exercise of the Option, as set forth in the first
paragraph of this paragraph 4, has not yet passed.
Additionally, in the event of a Change of Control (as defined in the Plan), the
Options under this Agreement shall become immediately exercisable even if the
original date for the exercise of the Option has not yet passed
5. Method of Exercising Option. Subject to the terms and conditions of this
Option Agreement, the Option may be exercised by timely delivery to the Company
of written notice, which notice shall be effective on the date received by the
Company (the "Effective Date"). The notice shall state Contract Employee's
election to exercise the Option, the number of shares in respect of which an
election to exercise has been made, the method of payment elected (see paragraph
6 hereof), the exact name or names in which the shares will be registered and
the Social Security number of Contract Employee. Such notice shall be signed by
the Contract Employee and shall be accompanied by payment of the purchase price
of such shares. In the event the Option shall be exercised by a person or
persons other than Contract Employee pursuant to paragraph 8 hereof, such notice
shall be signed by such other person or persons and shall be accompanied by
proof acceptable to the Company of the legal right of such person or persons to
exercise the Option. All shares delivered by the Company upon exercise of the
Option as provided herein shall be fully paid and nonassessable upon delivery.
6. Method of Payment for Options. Payment for shares purchased upon
exercise of the Option, shall be in cash or by certified or cashier's check in
the amount of the full purchase price (the number of shares being purchased
multiplied by the price per share). In lieu of payment as above provided, the
Contract Employee may choose to pay all or any part of the purchase price by
surrendering to the Company shares of Stock of the Company then owned by the
Contract Employee. Should Contract Employee elect to pay all or a part of the
purchase price by delivery of Stock, the Stock so delivered shall be valued, for
purposes of this Agreement, at the Fair Market Value of such shares (as such
Fair Market Value is determined pursuant to the Plan).
7 Termination of Employment. In the event that Contract Employee's
employment terminates for any reason other than for cause, then Contract
Employee may at any time within three (3) months next succeeding the effective
date of termination of employment exercise the Option to the extent that
Contract Employee was entitled to exercise the Option at the date of
termination, provided that in no event shall the Option, or any part thereof, be
exercisable after the Expiration Date. In the event that Contract Employee is
terminated for cause, these options terminate immediately.
8. Death of Contract Employee. In the event of the death of Contract
Employee within a period during which the Option, or any part thereof, could
have been exercised by Contract Employee, including three (3) months after
termination (the "Option Period"), the Option shall lapse unless it is exercised
within the Option Period and in no event later than fifteen (15) months after
the date of Contract Employee's death by the Contract Employee's legal
representative or representatives or by the person or persons entitled to do so
under Contract Employee's last will and testament or if the Contract Employee
fails to make a testamentary disposition of such Option or shall die intestate,
by the person or persons entitled to receive such Option under the applicable
laws of descent and distribution. An Option may be exercised following the death
of the Contract Employee only if the Option was exercisable by the Contract
Employee immediately prior to his death. In no event shall the Option, or any
part thereof, be exercisable after the Expiration Date. The Committee shall have
the right to require evidence satisfactory to it of the rights of any person or
persons seeking to exercise the Option under this paragraph 8 to exercise the
Option.
9. Nontransferability. The Option granted by this Option Agreement shall be
exercisable only during the term of the Option provided in paragraph 3 hereof
and, except as provided in paragraphs 7 and 8 above, only by Contract Employee
during his lifetime and while a Contract Employee of the Company. No Option
granted by this Option. Agreement shall be transferable by Contract Employee
other than by will or pursuant to applicable laws of descent and distribution.
The Option granted by the Option Agreement shall be subject to the restrictions
on transfer as set forth in Section 13 of the Plan.
10. Adjustments in Number of Shares and Option Price. In the event a stock
dividend is declared upon the Stock, the remaining shares of Stock then subject
to this Option shall be increased proportionately without any change in the
aggregate purchase price therefore. In the event the Stock shall be changed into
or exchanged for a different number or class of shares of stock of the Company
or corporation, whether through reorganization, recapitalization, stock
split-up, combination of shares, consolidation, there shall be substituted for
each such remaining share of Stock then subject to this Option the number and
class of shares of stock into which each outstanding share of Stock shall be so
exchanged, all without any change in the aggregate purchase price for the shares
then subject to the Option.
11. Delivery of Shares. No shares of Stock shall be delivered upon exercise
of the Option until (i) the purchase price shall have been paid in full in the
manner herein provided; (ii) applicable taxes regained to be withheld have been
paid or withheld in full-, (iii) approval of any governmental authority required
in connection with the Option, or the issuance of shares thereunder, has been
received by the Company; and (iv) if required by the Committee, Contract
Employee has delivered to the Committee an Investment Letter in form and content
satisfactory to the Company as provided in paragraph 12 hereof.
12. Securities Act. The Company shall have the fight, but not the
obligation, to cause the shares of Stock issuable upon exercise of the Option to
be registered under the appropriate rules and regulations of the Securities and
Exchange Commission.
The Company shall not be required to deliver any shares of Stock pursuant
to the exercise of all or any part of the Option if, in the opinion of counsel
for the Company, such issuance would violate the Securities Act of 1933 or any
other applicable federal or state securities laws or regulations. The Committee
may require that Contract Employee, prior to the issuance of any such shares
pursuant to exercise of the Option, sign and deliver to the Company a written
statement ("Investment Letter") stating (i) that Contract Employee is purchasing
the shares for investment and not with a view to The sale or distribution
thereof; (ii) that Contract Employee will not sell any shares received upon
exercise of the Option or any other shares of the Company that Contract Employee
may then own or thereafter acquire except either (a) through a broker on a
national securities exchange or (b) with the prior written approval of the
Company; and (iii) containing such other terms and conditions as counsel for the
Company may reasonably require to assure compliance with the Securities Act of
1933 or other applicable federal or state securities laws and regulations. Such
Investment Letter shall be in form and content acceptable to the Committee in
its sole discretion.
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If shares of Stock or other securities issuable pursuant to the exercise of
the Option have not been registered under the Securities Act of 1933 or other
applicable federal or state securities laws or regulations, such shares-shall
bear a legend restricting the transferability thereof, such legend to be
substantially in the following form:
"The shares represented by this certificate have not been registered or
qualified under federal or state securities laws. The shares may not be
offered for sale, sold, pledged or otherwise disposed of unless so
registered or qualified, unless an exemption exists or unless such
disposition is not subject to the federal or state securities laws, and the
availability of any exemption or the inapplicability of such securities
laws must be established by an opinion of counsel, which opinion and
counsel shall both be reasonably satisfactory to the Company."
13. Federal and State Taxes. Upon exercise of the Option, or any part
thereof, the Contract Employee may incur certain liabilities for federal, state
or local taxes and the Company may be required by law to withhold such taxes for
payment to taxing authorities. Upon determination by the Company of the amount
of taxes required to be withheld, if any, with respect to the shares to be
issued pursuant to the exercise of the Option, Contract Employee shall either
pay, in cash or by certified or cashier's check, to the Company an amount equal
to the taxes required to be paid on such transaction or Contract Employee shall
authorize the Company to withhold from monies owing by the Company to Contract
Employee an amount equal to the amount of federal, state or local taxes required
to be withheld with respect to the shares to be issued upon exercise of the
Option. Authorization of the Contract Employee to the Company to withhold taxes
pursuant to this paragraph shall be in form and content acceptable to the
Committee. Payment or authorization to withhold taxes by Contract Employee shall
be completed prior to the delivery of any shares pursuant to this
Option Agreement. An authorization to withhold taxes pursuant to this provision
shall be irrevocable unless and until the tax liability of Employee has been
fully paid.
14. Definitions: Copy of Plan. To the extent not specifically provided
herein, all capitalized terms used in this Option Agreement shall have the same
meanings ascribed to them in the Plan. By the execution of this Agreement,
Contract Employee acknowledges receipt of a copy of the Plan
15. Administration. This Option Agreement shall at all times be subject to
the terms arid conditions of the Plan and the Plan shall in all respects be
administered by the Board in accordance with the terms of and as provided in the
Plan. The Board shall have the sole and complete discretion with respect to all
matters reserved to it by the Plan and decisions of the majority of the Board
with respect thereto and to this Option Agreement shall be final and binding
upon Contract Employee and the Company. In the event of any conflict between the
terns and conditions of this Option Agreement and the Plan, the provisions of
the Plan shall control.
16. Continuation of Employment. This Option Agreement shall not be
construed to confer upon Contract Employee any right to continue in the employ
of the Company and shall not limit the right of the Company, in its sole
discretion, to terminate die employment of Contract Employee at any time.
17. Obligation to Exercise. Contract Employee shall have no obligation to
exercise any option granted by this Agreement.
18. Governing Law. This Option Agreement shall be interpreted and
administered under the laws of the State of Arizona.
19 Amendments. This Option Agreement may be amended only by a written
agreement executed by the Company and Contract Employee. The Company and
Contract Employee acknowledge that changes in federal tax laws enacted
subsequent to the Date of Grant, and applicable to stock options, may provide
for tax benefits to the Company or Contract Employee. In any such event, the
Company and Contract Employee agree that this Option Agreement may be amended as
necessary to secure for the Company and Contract Employee any benefits that may
result firm such legislation. Any such amendment shall be made only upon the
mutual consent of the parties, which consent (of either party) may be withheld
for any reason.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be duly
executed by its officers thereunto duly authorized, and Contract Employee has
hereunto set his (her) hand as of the day and year first above written
Contract Employee
DATAHAND SYSTEMS, INC.
Its: CEO
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