Exhibit 10.14
Officers/Non-ISO
04/24/92
ELECTROMAGNETIC SCIENCES, INC.
1992 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, entered into as of the 15th day
of May, 1995 (the "Date of Grant"), by and between
ELECTROMAGNETIC SCIENCES, INC., a Georgia corporation
(hereinafter referred to as the "Corporation"), and Xxxx X.
Xxxxxxx, Xx. (hereinafter referred to as the "Employee").
W I T N E S S E T H
WHEREAS, the Board of Directors (the "Board") of the
Corporation has adopted a stock incentive plan for the
Corporation's and its subsidiary corporations' officers and
employees, known as the "Electromagnetic Sciences, Inc. 1992
Stock Incentive Plan" (hereinafter referred to as the "Plan");
WHEREAS, the Plan and the Board have authorized the
Compensation Committee of the Board (hereinafter referred to as
the "Committee") to grant to persons who are Officers (as defined
in the Plan) stock options enabling them to purchase the number
of shares of the Corporation's common stock allocated to them by
the Committee;
WHEREAS, the Committee has determined that the Employee is
eligible to participate in the Plan, and that it is in the best
interests of the Corporation that the Employee, through such
participation, be provided with additional incentive to achieve
the Company's objectives; and
WHEREAS, the Committee has accordingly granted the Employee
an option to purchase the number of shares of the Corporation's
common stock as hereinafter set forth, and the Corporation and
the Employee desire to enter into a written agreement with
respect to such option in accordance with the Plan.
NOW, THEREFORE, as an employment incentive and to encourage
stock ownership and in consideration of the mutual covenants
contained herein, the parties hereto agree as follows:
1. Incorporation of Plan. This option is granted pursuant
to the provisions of the Plan, and the terms of and definitions
set forth in the Plan are incorporated by reference into this
Stock Option Agreement and made a part hereof. A copy of the
Plan has been delivered to, and receipt is hereby acknowledged
by, the Employee.
2. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, the Corporation hereby
evidences its grant to the Employee, not in lieu of salary or
other compensation, of the right and option (hereinafter referred
to as the "Option"), which is not an ISO, to purchase all or any
part of an aggregate of twenty thousand (20,000) shares of the
Corporation's $.10 par value common stock (the "Common Stock"),
this Option becoming exercisable and such shares becoming first
purchasable as follows:
As to Date First
Number of Purchasable
Shares
5,000 May, 15, 1998
5,000 May 15, 1999
5,000 May 15, 2000
5,000 May 15, 2001
The Option shall expire and is not exercisable after 5:00 p.m.,
Atlanta time, on May 15, 2004, (the "Expiration Date"), or such
other date as determined pursuant to Section 8, 9 or 10.
Notwithstanding the beginning date or dates for exercise set
forth in the preceding paragraph, but subject to the provisions
of such preceding paragraph with respect to expiration of this
Option, this Option may be exercised as to all or any portion of
the full number of shares subject thereto if: (a) a tender offer
or exchange offer has been made for shares of the Common Stock,
other than one made by the Corporation, provided that the
corporation, person or other entity making such offer purchases
or otherwise acquires shares of Common Stock pursuant to such
offer; or (b) any person or group (as such terms are defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Act")), becomes the holder of 50% or more of the
outstanding shares of Common Stock. If either of the events
specified in this paragraph has occurred, the Option shall be
fully exercisable: (x) in the event of (a) above, during the
period commencing on the date the tender offer or exchange offer
is commenced and ending on the date such offer expires and is not
extended; or (y) in the event of (b) above, during the 30-day
period commencing on the date upon which the Corporation is
provided a copy of a Schedule 13D or amendment thereto, filed
pursuant to Section 13(d) of the Act and the rules and
regulations promulgated thereunder, indicating that any person or
group has become the holder of 50% or more of the outstanding
shares of Common Stock. In the case of (a) above, if the
corporation, person or other entity making the offer does not
purchase or otherwise acquire shares of Common Stock pursuant to
such offer, then the Employee's right under this paragraph to
exercise this Option shall terminate, the Employee and the
Corporation shall rescind any exercise of this Option pursuant to
this paragraph, and this Option shall be reinstated as if such
exercise had not occurred.
3. Purchase Price. The price per share to be paid by the
Employee for the shares subject to this Option shall be Thirteen
and no/100 dollars ($13.00).
4. Exercise Terms. Beginning on the date or dates
specified in, and prior to the expiration of this Option as
provided in, Section 2, the Employee may exercise this Option as
to all such number of shares, or as to any part thereof, at any
time and from time to time during the remaining term of this
Option; provided that the Employee must exercise this Option for
at least the lesser of 100 shares or the unexercised portion of
the Option. In the event this Option is not exercised with
respect to all or any part of the shares subject to this Option
prior to its expiration, the shares with respect to which this
Option was not exercised shall no longer be subject to this
Option.
5. Option Non-Transferable. This Option and all rights
hereunder are neither assignable nor transferable by the Employee
otherwise than by will or under the laws of descent and
distribution, or pursuant to a Qualified Domestic Relations
Order, and during the Employee's lifetime this Option is
exercisable only by him or her (or by his or her guardian or
legal representative, should one be appointed, or qualified
transferee). More particularly (but without limiting the
generality of the foregoing), this Option may not be assigned,
transferred (except as aforesaid), pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other
disposition of this Option contrary to the provisions hereof
shall be null and void and without legal effect.
6. Notice of Exercise of Option. This Option may be
exercised by the Employee, or by his administrator, executor,
personal representative or qualified transferee, by a written
notice (in substantially the form of the "Notice of Exercise"
attached hereto as Exhibit A) signed by the Employee, or by such
administrator, executor, personal representative or qualified
transferee, and delivered or mailed to the Corporation at its
principal office in Norcross, Georgia, to the attention of the
President, Treasurer or such other officer as the Corporation may
designate. Any such notice shall (a) specify the number of
shares of Common Stock which the Employee or such administrator,
executor, personal representative or qualified transferee, as the
case may be, then elects to purchase hereunder, and (b) be
accompanied by (i) a certified or cashier's check payable to the
Corporation, or personal check acceptable to the Corporation, in
payment of the total price applicable to such shares as provided
herein, or (ii) (subject to any restrictions referred to in
Exhibit A) shares of Common Stock, owned by him or her and duly
endorsed or accompanied by stock transfer powers, having a Fair
Market Value equal to the total purchase price applicable to such
shares purchased hereunder, or (iii) such a check, and the number
of such shares whose fair market value when added to the amount
of the check equals the total purchase price applicable to such
shares purchased hereunder. Such notice shall also be accompanied
by the Employee's check or shares of Common Stock in payment of
applicable withholding and employment taxes, or Employee shall
authorize the withholding of shares of Common Stock otherwise
issuable under this Option in payment of such taxes, all as set
forth on Exhibit A and subject to any restrictions referred to
therein. Upon receipt of any such notice and accompanying
payment, and subject to the terms hereof, the Corporation agrees
to cause to be issued to the Employee or to such administrator,
executor, personal representative or qualified transferee, as the
case may be, stock certificates for the number of shares
specified in such notice registered in the name of the person
exercising this Option.
7. Adjustment in Option. If, between the Date of Grant of
this Option and prior to the complete exercise thereof, there
shall be a change in the outstanding Common Stock by reason of
one or more stock splits, stock dividends, combinations or
exchanges of shares, recapitalizations or similar capital
adjustments, then the number, kind and option price of the shares
remaining subject to this Option shall be equitably adjusted in
accordance with the terms of the Plan, so that the proportionate
interest in the Corporation represented by the shares then
subject to the Option shall be the same as before the occurrence
of such event.
8. Termination of Employment. Except as set forth in
Section 10, if the Employee ceases to be employed as an employee
of the Corporation, any Parent or any of its Parent's
Subsidiaries (such event being hereinafter referred to as a
"Termination" and such corporation that employs the Employee
from time to time as the "Employer"), before the earliest date
for exercise of this Option set forth in Section 2, then this
Option shall forthwith terminate on the date of Termination and
shall not thereafter be or become exercisable.
In the event of a Termination after the earliest date for
exercise set forth in Section 2, which Termination is either (i)
voluntary on the part of the Employee and with the written
consent of the Employer, (ii) involuntary and without cause, or
(iii) the result of retirement at the normal retirement date, as
prescribed from time to time by the Employer, or at an earlier
date expressly approved by the Employer as an early retirement
date for the Employee, the Employee may exercise this Option at
any time within a period ending at the earlier of the Expiration
Date or 5:00 p.m., Atlanta time, on the third anniversary of such
Termination, to the extent of the number of shares that were
purchasable hereunder at the date of Termination.
In the event of a Termination that is either (i) for cause
or (ii) voluntary on the part of the Employee and not described
in the preceding paragraph, this Option, to the extent not
theretofore exercised, shall forthwith terminate and shall not
thereafter be or become exercisable.
This Option does not confer upon the Employee any right with
respect to continuance of employment by the Corporation, any
Parent or any of the Corporation's or its Parent's Subsidiaries.
This Option shall not be affected by any change of employment so
long as the Employee continues to be an employee of the
corporation, any Parent or any such Subsidiary. In the event the
Employer is not the Corporation, and such Employer ceases to be
the Corporation's Parent, or the Corporation's or its Parent's
Subsidiary, as a result of a sale of stock or assets or other
change of corporate status, then in the discretion of the
Committee (but subject to Section 5.2 of the Plan regarding
certain transactions affecting the Corporation) either: (i) this
Option shall remain in effect as if such sale of other change of
status had not occurred, for so long as Employee shall remain an
employee of the corporation that previously was such Parent or
Subsidiary, or of any successor or subsequent Parent of such
corporation, or of any Subsidiary of either such corporation or
any such Parent or successor; or (ii) concurrent with such sale
or other change of status, the Corporation shall redeem this
Option at a price equal to the number of shares then subject
hereto (whether or not then purchasable) multiplied by the excess
(if any) of the then Fair Market Value of each such share over
the purchase price per share specified in Section 3 (as adjusted
pursuant to Section 7).
9. Disabled Employee. In the event of a Termination
because the Employee becomes disabled, the Employee (or his
personal representative) may exercise this Option at any time
within a period ending at the earlier of the Expiration Date or
5:00 p.m., Atlanta time, on the first anniversary of such
Termination, to the extent of the number of shares that were
purchasable hereunder at the date of Termination.
For the purposes of this Agreement, the Employee shall be
considered "disabled" if he or she is unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected
to last for a continuous period of not less than twelve months.
10. Death of Employee. In the event of the Employee's
death while employed by the Corporation, any Parent or any of its
Subsidiaries, or during a period in which the Employee may
exercise this Option notwithstanding an earlier Termination, the
persons described in Section 6 may exercise this Option at any
time within a period ending at the earlier of (i) 5:00 p.m.,
Atlanta time, on the third anniversary of the Employee's death,
or (ii) the Expiration Date, but in any event ending not earlier
than 5:00 p.m., Atlanta time, on the first anniversary of the
Employee's death. If the Employee was an employee of the
Corporation, any Parent or one of its Subsidiaries at the time of
the Employee's death, this Option may be so exercised to the
extent of the full number of shares covered by the Option. If a
Termination occurred prior to Employee's death, this Option may
be so exercised only to the extent of the number of shares that
were purchasable hereunder at the date of Termination.
11. Binding Agreement. This Agreement shall be binding
upon the parties hereto and their representatives, successors and
assigns.
IN WITNESS WHEREOF, the Compensation Committee of the Board
of Directors of the Corporation has caused this Stock Option
Agreement to be executed on behalf of the Corporation and the
Corporation's seal to be affixed hereto and attested by the
Secretary of the Corporation, and the Employee has executed this
Agreement under his seal, all as of the day and year first above
written.
ELECTROMAGNETIC SCIENCES, INC.
[CORPORATE SEAL]
ATTEST: By: /s/ Xxxxxx X. Xxxxxx
Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxxx, Xx.
Secretary Employee
EXHIBIT A
ELECTROMAGNETIC SCIENCES, INC.
1992 STOCK INCENTIVE PLAN
NOTICE OF EXERCISE
OF STOCK OPTION
The undersigned hereby notifies Electromagnetic Sciences,
Inc. (the "Corporation") of his or her election to exercise an
option to purchase _________ shares of the Corporation's common
stock, $.10 par value (the "Common Stock"), pursuant to that
Stock Option Agreement (the "Agreement") between _____________
(the "Employee") and the Corporation dated ______________.
Accompanying this Notice is (1) a certified or a cashier's check
(or other check acceptable to the Corporation) in the amount of
$________ payable to the Corporation and/or (2) (subject to such
restrictions as may be determined to be necessary or appropriate
to avoid earnings charges or other adverse consequences to the
Corporation under applicable accounting or tax rules or
regulations) ________ shares of the Common Stock presently owned
by the undersigned and duly endorsed or accompanied by stock
transfer powers, having an aggregate Fair Market Value (as
defined in the Electromagnetic Sciences, Inc. 1992 Stock
Incentive Plan (the "Plan")) as of the date hereof of $_______ ,
such amounts being equal, in the aggregate, to the purchase price
per share set forth in Section 3 of the Agreement multiplied by
the number of shares being hereby purchased (in each instance
subject to appropriate adjustment pursuant to Section 7 of the
Agreement).
Also accompanying this Notice is my check in the amount of
$__________ , in payment of federal and state income withholding
and employment taxes applicable to this exercise. The amount of
such payment is based on advice received from appropriate
officials of the Corporation responsible for the administration
of its payroll and employment tax obligations. Alternatively, or
in addition, and subject to such restrictions as may be
determined to be necessary or appropriate to comply with Rule
16b-3 under the Securities Exchange Act of 1934, or to avoid
earnings charges or other adverse consequences to the Corporation
under applicable accounting or tax rules or regulations, in full
or partial payment of such taxes:
(1) I deliver herewith an additional ________ shares
of the Common Stock presently owned by me, having an aggregate
Fair Market Value as of the date hereof of $ _________ ; and/or
(2) I hereby authorize the Corporation to withhold,
from the shares of Common stock otherwise issuable to me pursuant
to this exercise, ______ such shares having an aggregate Fair
Market Value at the date hereof of $_________.
The sum of (i) any such check plus (ii) the Fair Market Value at
the date hereof of any shares of Common Stock specified in the
foregoing clauses (1) and (2) is not less than the amount of
federal and state withholding and employment taxes applicable to
this exercise, and is not greater than the total of all federal
and state income and employment taxes to be owed by me as a
result of such exercise.
IN WITNESS WHEREOF, the undersigned has set his or her hand
and seal, this ____day of __________, 19__.
EMPLOYEE OR HIS OR HER ADMINISTRATOR,
EXECUTOR, PERSONAL REPRESENTATIVE OR
QUALIFIED TRANSFEREE
______________________________________
