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EXHIBIT 10.25
USAGE: 9/1/98
INCENTIVE STOCK OPTION AGREEMENT - OFFICER
UNDER THE PERCEPTRON, INC. 1992 STOCK OPTION PLAN
THIS STOCK OPTION AGREEMENT made this day of , 19 , by and
between Perceptron, Inc., a Michigan corporation ("the Company"), and
, who is currently employed by the Company or one of
its subsidiaries (the "Optionee").
1. GRANT OF OPTION. Subject to the terms and conditions hereof, the
Company hereby grants to the Optionee an option to purchase from the Company up
to, but not exceeding in the aggregate, shares of the Company's Common Stock
at a price of $ per share. This option is intended to constitute an "incentive
stock option" within the meaning of Section 422 of the Internal Revenue Code
("Code").
2. RIGHT TO EXERCISE OPTION. The Optionee may purchase from the
Company on and after the first anniversary of the date of grant, 25% of the
shares covered by this option, and on each succeeding one year anniversary
thereof may exercise an additional 25% of the shares covered by the option, so
that on the fourth anniversary of the date of grant this option shall be fully
exercisable. To the extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent period. Any
provision of this Agreement notwithstanding, no portion of this option shall be
exercisable on or after the tenth anniversary of the date of grant.
3. TERMINATION OF EMPLOYMENT. If, prior to the date that this option
shall first become exercisable, the Optionee's employment with the Company or
any of its subsidiaries shall be terminated for any reason, the Optionee's right
to exercise this option shall terminate and all rights hereunder shall cease. As
used in this Agreement, the term "subsidiary" of the Company means any
"subsidiary corporation" as defined in Section 424(f) of the Code, the term
"employment" means employment with the Company or any subsidiary of the Company,
and the term "disability" means "total and permanent disability," as defined in
Section 22(e) of the Code.
If, on or after the date that this option shall first become
exercisable, the Optionee's employment shall be terminated for any reason other
than death or disability, the Optionee shall have the right, within three months
after such termination of employment, to exercise this option to the extent that
it shall have been exercisable and unexercised on the date of such termination
of services, subject to any other limitation on the exercise of such option in
effect at the date of exercise.
If on or after the date that this option shall first become exercisable
the Optionee's employment shall be terminated due to death or disability, the
Optionee or the executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom
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the option shall have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the date of the
Optionee's death or disability, to exercise this option to the extent that it
was exercisable and unexercised on the date of the Optionee's death or
disability, subject to any other limitation on exercise in effect at the date of
exercise.
The transfer of the Optionee from one corporation to another among the
Company and any of its subsidiaries, or a leave of absence with the written
consent of the Company, shall not be a termination of services for purposes of
this option.
Notwithstanding the provisions of Section 2 "Right to Exercise Option"
and Section 3 "Termination of Employment" of this Agreement, (i) in the event of
a termination by the Company of the Optionee's employment Without Cause (as
defined below) or Diminishment of the Optionee's Responsibilities Without Cause
(as defined below), following a Change in Control of the Company, or (ii), in
the event of a Change in Control, if one of the corporations surviving the
Change in Control or the person purchasing the Company's assets in the Change in
Control does not assume this option, any portion of this option that is then not
exercisable shall become immediately exercisable; provided, however, that the
foregoing provision shall apply, in case of incentive stock options ("ISOs"),
and in the case of options held by a person subject to Section 16(b) of the
Securities Exchange Act of 1934 ("Section 16(b) Grants"), only if the
termination or diminishment referred to in (i) above and the Change in Control
referred to in (ii) above occurs after the first anniversary of the date of
grant of this option, in the case of ISOs, or the date six months after the date
of grant of this option, in the case of Section 16(b) Grants; and, provided
further, however, that the Committee shall have the right, at any time prior to
the occurrence of the termination or diminishment referred to in (i) above or
the Change in Control referred to in (ii) above, to modify the provisions of
this paragraph, including the termination of all of the Optionee's rights set
forth in this paragraph, to the extent required under applicable accounting and
Securities and Exchange Commission rules, regulations, policies, guidelines or
other similar requirements to permit the Company to account for a then
contemplated business combination under pooling-of-interests accounting. For
purposes hereof, "Without Cause" shall mean the Optionee's employment is
terminated by the Company, or there is a Diminishment of the Optionee's
Responsibilities, for any reason except (i) personal dishonesty; (ii) willful
misconduct; (iii) breach of fiduciary duty to the Company; (iv) conviction for
violation of any law (other than traffic violations or similar offenses); or (v)
repeated or intentional failure to perform duties, after written notice is
delivered identifying the failure, and it is not cured within ten (10) days
following receipt of such notice. For purposes hereof, "Diminishment of the
Optionee's Responsibilities" shall mean the Company, or any successor thereto,
(i) reassigning the Optionee substantial duties which are materially
inconsistent with the Optionee's position, duties and responsibilities with the
Company immediately prior to the Change in Control, except for reassignments of
duties which constitute a bona fide promotion of the Optionee, or (ii) reducing
the Optionee's compensation such that (a) the Optionee's annual base salary is
less than eighty (80%) percent of the Optionee's annual base salary prior to the
Change in Control; and (b) the Optionee's annual base salary and the annual cash
bonus which the Optionee is eligible to earn (including any performance based
bonus), combined, is not at least equal to the combination of the Optionee's
annual base salary prior to the Change in Control and the average of
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the annual cash bonuses which the Optionee was eligible to earn (including any
performance based bonus, but excluding any bonus payable to the Optionee for
completing the Change in Control), whether or not actually earned, for the year
in which the Change in Control occurred and for the year prior thereto. For
purposes hereof, a "Change in Control" shall be deemed to have occurred in the
event of (i) a merger involving the Company in which the Company is not the
surviving corporation (other than a merger with a wholly-owned subsidiary of the
Company formed for the purpose of changing the Company's corporate domicile);
(ii) a share exchange in which the shareholders of the Company exchange their
stock in the Company for stock of another corporation (other than a share
exchange in which all or substantially all of the holders of the voting stock of
the Company, immediately prior to the transaction, exchange, on a pro rata
basis, their voting stock of the Company for more than 50% of the voting stock
of such other corporation); (iii) the sale of all or substantially all of the
assets of the Company; or (iv) any person or group of persons (as defined by
Section 13(d) of the Securities Exchange Act of 1934, as amended) (other than
any employee benefit plan or employee benefit trust benefitting the employees of
the Company) becoming a beneficial owner, directly or indirectly, of securities
of the Company representing more than fifty (50%) percent of either the then
outstanding Common Stock of the Company, or the combined voting power of the
Company's then outstanding voting securities.
Notwithstanding the provisions of Section 2 "Right to Exercise Option"
and Section 3 "Termination of Employment" of this Agreement, (provided, however,
if this option is an incentive stock option, only if the merger, consolidation
or sale or transfer referred to below occurs after the first anniversary of the
date of grant of this option, and, if this option is held by a person subject to
Section 16(b) of the Securities Exchange Act of 1934, only if such merger,
consolidation or sale or transfer occurs after the date six months after the
date of grant of this option), if, in connection with any merger, consolidation,
or sale or transfer by the Company of substantially all of its assets, this
option is not assumed or continued by the surviving corporation or the
purchaser, the date of termination of this option and the date on or after which
this option, or any portion thereof not then exercisable, may be exercised,
shall be advanced to a date to be fixed by the Committee, which date shall not
be more than 15 days prior to such merger, consolidation, or sale or transfer;
provided however, that the Committee shall have the right, at any time prior to
the occurrence of such merger, consolidation or sale or transfer, to modify the
provisions of this paragraph, including the termination of all of the Optionee's
rights set forth in this paragraph, to the extent required under applicable
accounting and Securities and Exchange Commission rules, regulations, policies,
guidelines or other similar requirements to permit the Company to account for a
then contemplated business combination under pooling-of-interests accounting.
4. EXERCISE OF OPTION.
(a) At any time that this option may be exercised as provided in this
Agreement, the Optionee may exercise any portion of this option which is then
exercisable, in whole or in part, by delivery to the Company of a written
notice, in the form attached hereto, signed by the Optionee.
(b) In addition, the Optionee shall deliver, on the date of exercise:
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(i) cash equal to the purchase price of the shares being
purchased,
(ii) such documents as are or may be required under the terms
of Section 5.3 of the Plan to effect a cashless exercise, or
(iii) Permitted Shares with a value (determined as of the date
of exercise of the option) equal to the purchase price of the shares being
purchased (the "Delivered Shares Method").
(c) "Permitted Shares" are shares of Company Common Stock to be
delivered to pay the exercise price of the option (the "Delivered Shares"):
(i) which have been owned by the Optionee for at least six
months prior to the date of delivery, or
(ii) if they have not been owned by the Optionee for at least
six months prior to the date of delivery, the Optionee then owns, and has owned
for at least six months prior thereto, a number of shares of Company Common
Stock at least equal in number to the Delivered Shares.
(d) Shares which have been counted during the prior six months as
owned by the Optionee for purposes of determining whether the Optionee may
exercise options to purchase Common Stock pursuant to the Delivered Shares
Method:
(i) may not be used as Delivered Shares, and
(ii) may not be counted as owned by the Optionee for purposes
of making calculations under the Delivered Shares Method.
5. COMPLIANCE WITH SECURITIES LAWS. Anything to the contrary herein
notwithstanding, the Company's obligation to sell and deliver stock under this
option is subject to such compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
applicable stock exchange requirements, as the Company deems necessary or
advisable.
6. NON-ASSIGNABILITY. The option hereby granted shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution, and the option may be exercised during the Optionee's lifetime
only by the Optionee. Any transferee of the option shall take the same subject
to the terms and conditions of this Agreement. No such transfer of the option
shall be effective to bind the Company unless the Company shall have been
furnished with written notice thereof and a copy of the will and/or such other
evidence as the Company may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this option, or of
the rights represented thereby, whether voluntary or involuntary, by operation
of law or otherwise, except a transfer by the Optionee by will or by the laws of
descent and distribution, shall vest in the purported
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assignee or transferee any interest or right herein whatsoever.
7. DISPUTES. As a condition of the granting of the option granted
hereby, the Optionee and the Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Agreement
shall be determined by the Committee in its sole discretion and judgment and
that any such determination and any interpretation by the Committee of the terms
of this Agreement shall be final and shall be binding and conclusive for all
purposes.
8. ADJUSTMENTS. In the event of any stock dividend, stock split,
reclassification, merger, consolidation, or similar transaction affecting the
shares covered by this option, the rights of the Optionee shall be as provided
in Section 8 of the Plan and any adjustment therein provided shall be made in
accordance with Section 8 of the Plan.
9. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a
shareholder of the Company with respect to any of the shares covered by this
option until the issuance of a stock certificate or certificates upon the
exercise of the option in full or in part, and then only with respect to the
shares represented by such certificate or certificates.
10. NOTICES. Every notice relating to this Agreement shall be in
writing and if given by mail shall be given by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
Secretary of the Company at the Company's headquarters or addressed to the
Secretary of the Company at the Company's headquarters. All notices by the
Company to the Optionee shall be delivered to the Optionee personally or
addressed to the Optionee at the Optionee's last residence address as then
contained in the records of the Company or such other address as the Optionee
may designate. Either party by notice to the other may designate a different
address to which notices shall addressed. Any notice given by the Company to the
Optionee at the Optionee's last designated address shall be effective to bind
any other person who shall acquire rights hereunder.
11. "OPTIONEE" TO INCLUDE CERTAIN TRANSFEREES. Whenever the word
"Optionee" is used in any provision of this Agreement under circumstances where
the provision should logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons.
12. GOVERNING LAW. This Agreement has been made in and shall be
construed in accordance with the laws of the State of Michigan.
13. PROVISIONS OF PLAN CONTROLLING. The provisions hereof are subject
to the terms and provisions of the Plan copies of which are available for review
upon request. In the event of any conflict between the provisions of this option
and the provisions of the Plan, the provisions of the Plan shall control, except
to the extent that the provisions of this option limit or restrict the rights of
the Optionee to a greater extent than set forth in the Plan.
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14. WITHHOLDING. The Optionee hereby authorizes the Company to
withhold from his compensation or agrees to tender the applicable amount to the
Company to satisfy any requirements for withholding of income and employment
taxes in connection with the exercise of the option granted hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PERCEPTRON, INC.
By:
---------------------------------
Title:
------------------------------
-------------------------------------
, OPTIONEE
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NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
UNDER THE PERCEPTRON, INC.
1992 STOCK OPTION PLAN
Perceptron, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Dear Sir:
An incentive stock option was granted to me on , 19 to
purchase shares of Perceptron, Inc. Common Stock at a price of $ per share.
I hereby elect to exercise my incentive stock option with respect
to shares for an aggregate purchase price of $ . I hereby elect to pay
for such shares as follows:
Personal Check $
-------------
Cash $
-------------
Bank Draft $
-------------
Money Order $
-------------
Cashless Exercise $
-------------
Perceptron Common Stock $
-------------
Total $
=============
[A personal check [or cash, bank draft or money order] for the purchase
price [is enclosed herewith.]
[Documents as are required to effect a cashless exercise are enclosed.]
[I hereby elect to exercise my stock option with respect to
shares through a combination of cash payments and shares of Perceptron, Inc.
Common Stock, as described on the attached Exhibit A. A personal check for the
purchase price to be paid in cash is enclosed herewith. Certificates for
shares of Perceptron, Inc. Common Stock are enclosed herewith, along with a duly
executed stock power in proper form for transfer, with all signatures properly
guaranteed by a national bank or member firm of the NYSE or AMEX. [I represent
that the shares of Perceptron, Inc. Common Stock enclosed herewith have been
owned by me for more than six months.] or [I currently own more than
shares of Perceptron, Inc. Common Stock which have been owned by
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me for more than six months]. Such shares have not been counted during the prior
six months as owned by me for purposes of determining whether I may exercise
options to purchase Common Stock pursuant to the Delivered Shares Method.]
I agree to notify the Company if prior to two years from the date of
grant and one year from the exercise date, I dispose of any shares acquired
pursuant to my exercise of this incentive stock option.
I represent that the shares of stock that I am purchasing upon this
exercise of my option are being purchased for investment purposes and not with a
view to resale. This representation shall not be binding upon me if the shares
of Common Stock that I am purchasing are subject to an effective Registration
Statement under the Securities Act of 1933.
----------------------------------
Optionee
Dated , 19
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USAGE: 9/1/98
NON-QUALIFIED STOCK OPTION AGREEMENT - OFFICER
UNDER THE PERCEPTRON, INC. 1992 STOCK OPTION PLAN
THIS STOCK OPTION AGREEMENT made this day of , 19 , by
and between Perceptron, Inc., a Michigan corporation ("the Company"), and
, who is currently employed by the Company or one of its
subsidiaries (the"Optionee").
1. GRANT OF OPTION. Subject to the terms and conditions hereof, the
Company hereby grants to the Optionee an option to purchase from the Company up
to, but not exceeding in the aggregate, shares of the Company's Common Stock
at a price of $ per share. This option is not intended to constitute an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code ("Code").
2. RIGHT TO EXERCISE OPTION. The Optionee may purchase from the
Company on and after the first anniversary of the date of grant, 25% of the
shares covered by this option, and on each succeeding one year anniversary
thereof may exercise an additional 25% of the shares covered by the option, so
that on the fourth anniversary of the date of grant this option shall be fully
exercisable. To the extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent period. Any
provision of this Agreement notwithstanding, no portion of this option shall be
exercisable on or after the tenth anniversary of the date of grant.
3. TERMINATION OF EMPLOYMENT. If, prior to the date that this option
shall first become exercisable, the Optionee's employment with the Company or
any of its subsidiaries shall be terminated for any reason, the Optionee's right
to exercise this option shall terminate and all rights hereunder shall cease. As
used in this Agreement, the term "subsidiary" of the Company means any
"subsidiary corporation" as defined in Section 424(f) of the Code, the term
"employment" means employment with the Company or any subsidiary of the Company,
and the term "disability" means "total and permanent disability," as defined in
Section 22(e) of the Code.
If, on or after the date that this option shall first become
exercisable, the Optionee's employment shall be terminated for any reason other
than death or disability, the Optionee shall have the right, within three months
after such termination of employment, to exercise this option to the extent that
it shall have been exercisable and unexercised on the date of such termination
of services, subject to any other limitation on the exercise of such option in
effect at the date of exercise.
If on or after the date that this option shall first become
exercisable the Optionee's employment shall be terminated due to death or
disability, the Optionee or the executor or administrator of the estate of the
Optionee (as the case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and distribution, shall
have the right, within one year from the date of the Optionee's death or
disability, to exercise this option
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to the extent that it was exercisable and unexercised on the date of the
Optionee's death or disability, subject to any other limitation on exercise in
effect at the date of exercise.
The transfer of the Optionee from one corporation to another
among the Company and any of its subsidiaries, or a leave of absence with the
written consent of the Company, shall not be a termination of services for
purposes of this option.
Notwithstanding the provisions of Section 2 "Right to Exercise
Option" and Section 3 "Termination of Employment" of this Agreement, (i) in the
event of a termination by the Company of the Optionee's employment Without Cause
(as defined below) or Diminishment of the Optionee's Responsibilities Without
Cause (as defined below), following a Change in Control of the Company, or (ii),
in the event of a Change in Control, if one of the corporations surviving the
Change in Control or the person purchasing the Company's assets in the Change in
Control does not assume this option, any portion of this option that is then not
exercisable shall become immediately exercisable; provided, however, that the
foregoing provision shall apply, in case of incentive stock options ("ISOs"),
and in the case of options held by a person subject to Section 16(b) of the
Securities Exchange Act of 1934 ("Section 16(b) Grants"), only if the
termination or diminishment referred to in (i) above and the Change in Control
referred to in (ii) above occurs after the first anniversary of the date of
grant of this option, in the case of ISOs, or the date six months after the date
of grant of this option, in the case of Section 16(b) Grants; and, provided
further, however, that the Committee shall have the right, at any time prior to
the occurrence of the termination or diminishment referred to in (i) above or
the Change in Control referred to in (ii) above, to modify the provisions of
this paragraph, including the termination of all of the Optionee's rights set
forth in this paragraph, to the extent required under applicable accounting and
Securities and Exchange Commission rules, regulations, policies, guidelines or
other similar requirements to permit the Company to account for a then
contemplated business combination under pooling-of-interests accounting. For
purposes hereof, "Without Cause" shall mean the Optionee's employment is
terminated by the Company, or there is a Diminishment of the Optionee's
Responsibilities, for any reason except (i) personal dishonesty; (ii) willful
misconduct; (iii) breach of fiduciary duty to the Company; (iv) conviction for
violation of any law (other than traffic violations or similar offenses); or (v)
repeated or intentional failure to perform duties, after written notice is
delivered identifying the failure, and it is not cured within ten (10) days
following receipt of such notice. For purposes hereof, "Diminishment of the
Optionee's Responsibilities" shall mean the Company, or any successor thereto,
(i) reassigning the Optionee substantial duties which are materially
inconsistent with the Optionee's position, duties and responsibilities with the
Company immediately prior to the Change in Control, except for reassignments of
duties which constitute a bona fide promotion of the Optionee, or (ii) reducing
the Optionee's compensation such that (a) the Optionee's annual base salary is
less than eighty (80%) percent of the Optionee's annual base salary prior to the
Change in Control; and (b) the Optionee's annual base salary and the annual cash
bonus which the Optionee is eligible to earn (including any performance based
bonus), combined, is not at least equal to the combination of the Optionee's
annual base salary prior to the Change in Control and the average of the annual
cash bonuses which the Optionee was eligible to earn (including any performance
based bonus, but excluding any bonus payable to the Optionee for completing the
Change in Control),
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whether or not actually earned, for the year in which the Change in Control
occurred and for the year prior thereto. For purposes hereof, a "Change in
Control" shall be deemed to have occurred in the event of (i) a merger involving
the Company in which the Company is not the surviving corporation (other than a
merger with a wholly-owned subsidiary of the Company formed for the purpose of
changing the Company's corporate domicile); (ii) a share exchange in which the
shareholders of the Company exchange their stock in the Company for stock of
another corporation (other than a share exchange in which all or substantially
all of the holders of the voting stock of the Company, immedi ately prior to the
transaction, exchange, on a pro rata basis, their voting stock of the Company
for more than 50% of the voting stock of such other corporation); (iii) the sale
of all or substantially all of the assets of the Company; or (iv) any person or
group of persons (as defined by Section 13(d) of the Securities Exchange Act of
1934, as amended) (other than any employee benefit plan or employee benefit
trust benefitting the employees of the Company) becoming a beneficial owner,
directly or indirectly, of securities of the Company representing more than
fifty (50%) percent of either the then outstanding Common Stock of the Company,
or the combined voting power of the Company's then outstanding voting
securities.
Notwithstanding the provisions of Section 2 "Right to Exercise
Option" and Section 3 "Termination of Employment" of this Agreement, (provided,
however, if this option is an incentive stock option, only if the merger,
consolidation or sale or transfer referred to below occurs after the first
anniversary of the date of grant of this option, and, if this option is held by
a person subject to Section 16(b) of the Securities Exchange Act of 1934, only
if such merger, consolidation or sale or transfer occurs after the date six
months after the date of grant of this option), if, in connection with any
merger, consolidation, or sale or transfer by the Company of substantially all
of its assets, this option is not assumed or continued by the surviving
corporation or the purchaser, the date of termination of this option and the
date on or after which this option, or any portion thereof not then exercisable,
may be exercised, shall be advanced to a date to be fixed by the Committee,
which date shall not be more than 15 days prior to such merger, consolidation,
or sale or transfer; provided however, that the Committee shall have the right,
at any time prior to the occurrence of such merger, consolidation or sale or
transfer, to modify the provisions of this paragraph, including the termination
of all of the Optionee's rights set forth in this paragraph, to the extent
required under applicable accounting and Securities and Exchange Commission
rules, regulations, policies, guidelines or other similar requirements to permit
the Company to account for a then contemplated business combination under
pooling-of-interests accounting.
4. EXERCISE OF OPTION.
(a) At any time that this option may be exercised as provided in this
Agreement, the Optionee may exercise any portion of this option which is then
exercisable, in whole or in part, by delivery to the Company of a written
notice, in the form attached hereto, signed by the Optionee.
(b) In addition, the Optionee shall deliver, on the date of exercise:
(i) cash equal to the purchase price of the shares being
purchased,
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(ii) such documents as are or may be required under the terms
of Section 5.3 of the Plan to effect a cashless exercise, or
(iii) Permitted Shares with a value (determined as of the date
of exercise of the option) equal to the purchase price of the shares being
purchased (the "Delivered Shares Method").
(c) "Permitted Shares" are shares of Company Common Stock to be
delivered to pay the exercise price of the option (the "Delivered Shares"):
(i) which have been owned by the Optionee for at least six
months prior to the date of delivery, or
(ii) if they have not been owned by the Optionee for at least
six months prior to the date of delivery, the Optionee then owns, and has owned
for at least six months prior thereto, a number of shares of Company Common
Stock at least equal in number to the Delivered Shares.
(d) Shares which have been counted during the prior six months as
owned by the Optionee for purposes of determining whether the Optionee may
exercise options to purchase Common Stock pursuant to the Delivered Shares
Method:
(i) may not be used as Delivered Shares, and
(ii) may not be counted as owned by the Optionee for purposes
of making calculations under the Delivered Shares Method.
5. COMPLIANCE WITH SECURITIES LAWS. Anything to the contrary herein
notwithstanding, the Company's obligation to sell and deliver stock under this
option is subject to such compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
applicable stock exchange requirements, as the Company deems necessary or
advisable.
6. NON-ASSIGNABILITY. The option hereby granted shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution, and the option may be exercised during the Optionee's lifetime
only by the Optionee. Any transferee of the option shall take the same subject
to the terms and conditions of this Agreement. No such transfer of the option
shall be effective to bind the Company unless the Company shall have been
furnished with written notice thereof and a copy of the will and/or such other
evidence as the Company may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this option, or of
the rights represented thereby, whether voluntary or involuntary, by operation
of law or otherwise, except a
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transfer by the Optionee by will or by the laws of descent and distribution,
shall vest in the purported assignee or transferee any interest or right herein
whatsoever.
7. DISPUTES. As a condition of the granting of the option granted
hereby, the Optionee and the Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Agreement
shall be determined by the Committee in its sole discretion and judgment and
that any such determination and any interpretation by the Committee of the terms
of this Agreement shall be final and shall be binding and conclusive for all
purposes.
8. ADJUSTMENTS. In the event of any stock dividend, stock split,
reclassification, merger, consolidation, or similar transaction affecting the
shares covered by this option, the rights of the Optionee shall be as provided
in Section 8 of the Plan and any adjustment therein provided shall be made in
accordance with Section 8 of the Plan.
9. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a
shareholder of the Company with respect to any of the shares covered by this
option until the issuance of a stock certificate or certificates upon the
exercise of the option in full or in part, and then only with respect to the
shares represented by such certificate or certificates.
10. NOTICES. Every notice relating to this Agreement shall be in
writing and if given by mail shall be given by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
Secretary of the Company at the Company's headquarters or addressed to the
Secretary of the Company at the Company's headquarters. All notices by the
Company to the Optionee shall be delivered to the Optionee personally or
addressed to the Optionee at the Optionee's last residence address as then
contained in the records of the Company or such other address as the Optionee
may designate. Either party by notice to the other may designate a different
address to which notices shall addressed. Any notice given by the Company to the
Optionee at the Optionee's last designated address shall be effective to bind
any other person who shall acquire rights hereunder.
11. "OPTIONEE" TO INCLUDE CERTAIN TRANSFEREES. Whenever the word
"Optionee" is used in any provision of this Agreement under circumstances where
the provision should logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons.
12. GOVERNING LAW. This Agreement has been made in and shall be
construed in accordance with the laws of the State of Michigan.
13. PROVISIONS OF PLAN CONTROLLING. The provisions hereof are subject
to the terms and provisions of the Plan copies of which are available for review
upon request. In the event of any conflict between the provisions of this option
and the provisions of the Plan, the provisions of the
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Plan shall control, except to the extent that the provisions of this option
limit or restrict the rights of the Optionee to a greater extent than set forth
in the Plan.
14. WITHHOLDING. The Optionee hereby authorizes the Company to
withhold from his compensation or agrees to tender the applicable amount to the
Company to satisfy any requirements for withholding of income and employment
taxes in connection with the exercise of the option granted hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PERCEPTRON, INC.
By:
-----------------------------------
Title:
--------------------------------
--------------------------------------
, Optionee
----------------------------
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NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
UNDER THE PERCEPTRON, INC.
1992 STOCK OPTION PLAN
Perceptron, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Dear Sir:
A non-qualified stock option was granted to me on , 19 to
purchase shares of Perceptron, Inc. Common Stock at a price of
$ per share.
I hereby elect to exercise my non-qualified stock option with respect
to shares for an aggregate purchase price of $ . I hereby elect to pay for
such shares as follows:
Personal Check $
-------------
Cash $
-------------
Bank Draft $
-------------
Money Order $
-------------
Cashless Exercise $
-------------
Perceptron Common Stock $
-------------
Total $
==============
[A personal check [or cash, bank draft or money order] for the purchase
price is enclosed herewith.]
[Documents as are required to effect a cashless exercise are enclosed.]
[I hereby elect to exercise my stock option with respect to
shares through a combination of cash payments and shares of Perceptron, Inc.
Common Stock, as described on the attached Exhibit A. A personal check for the
purchase price to be paid in cash is enclosed herewith. Certificates for
shares of Perceptron, Inc. Common Stock are enclosed herewith, along with a duly
executed stock power in proper form for transfer, with all signatures properly
guaranteed by a national bank or member firm of the NYSE or AMEX. [I represent
that the shares of Perceptron, Inc. Common Stock enclosed herewith have been
owned by me for more than six months.] or [I currently own more than
shares of Perceptron, Inc. Common Stock which have been owned by me for more
than six months]. Such shares have not been counted during the prior six months
as owned by me for purposes of determining whether I may exercise options to
purchase Common Stock pursuant to the Delivered Shares Method.]
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I represent that the shares of stock that I am purchasing upon this
exercise of my option are being purchased for investment purposes and not with a
view to resale. This representation shall not be binding upon me if the shares
of Common Stock that I am purchasing are subject to an effective Registration
Statement under the Securities Act of 1933.
---------------------------------
Optionee
Dated , 19
2
