EXHIBIT 15
NO. OF SHARES: 50,000
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QUESTRON TECHNOLOGY, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT made as of August 7, 2001 between QUESTRON TECHNOLOGY, INC., a
Delaware corporation ("Company"), with an address of 0000 Xxxxxxxx Xxxxxx, Xxxxx
0000, Xxxx Xxxxx, Xxxxxxx 00000 and Xxxxxxx X. Xxxxxxxx ("Employee"), with an
address of 0000 Xxxxxxx Xxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx 00000.
1. INCORPORATION BY REFERENCE OF PLAN
The provisions of the Company's 1996 Stock Option Plan ("Plan"), a copy
of which is being furnished herewith to the Employee, are incorporated
by reference herein and shall govern as to all matters not expressly
provided for in this Agreement. Terms not defined herein have the
meanings set forth in the Plan. In the event of any conflict between
the terms of this Agreement and the Plan, the terms of the Plan shall
govern.
2. GRANT OF OPTION
The Company, effective August 7, 2001 ("Date of Grant"), hereby grants
to the Employee, the option to purchase all or any part of an aggregate
of 50,000 shares of Common Stock on the terms and conditions herein set
forth ("Option").
3. PURCHASE PRICE
The purchase price of the shares of Common Stock subject to the Option
shall be $3.33 per share subject to the adjustment as provided in
Section 4 of the Plan.
4. TERMS OF OPTION
A. EXERCISE DATES: The Option shall vest and become exercisable
as to 16,668 shares on August 7, 2001, 16,666 shares on August
7, 2002, and 16,666 shares on August 7, 2003, conditioned upon
a Termination of Employment not having occurred on or before
each such date.
B. FINAL TERMINATION: Notwithstanding anything herein to the
contrary, the Option shall no longer be exercisable ten (10)
years from the Date of Grant or such earlier time as
prescribed under the Plan or this Agreement.
C. RESTRICTIONS: This Option is subject to all the terms and
conditions set forth in the Plan including, but not limited
to, the following:
i. This Option is not transferable, as provided in
Section 8(e) of the Plan.
ii. This Option lapses upon the Employee's Termination of
Employment (other than due to Disability or death),
as provided in Section 8(h) of the Plan.
iii. The Employee's legal representative may exercise this
Option for a period of one year and one day from the
date of the Employee's Termination of Employment by
reason of Employee's death, as provided in Section
8(f) of the Plan.
iv. The Employee, or his legal representative, as
provided in Section 8(g) of the Plan may exercise
this Option for a period of one year
and one day from the date of the Employee's
Termination of Employment by reason of Disability.
v. This Option is subject to adjustment pursuant to the
provisions of Section 4 of the Plan and is subject to
the amendment and termination provisions of Section
11 of the Plan.
D. EXERCISE: This Option shall be exercised, in whole, or, from
time to time, in part, by written notice received by the
Secretary or Treasurer of the Company not later than 5:00 P.M.
prevailing local time, on or prior to the date the Option is
to expire, specifying the number of shares of Common Stock to
be purchased, and accompanied by full payment by certified or
bank check or such other instrument as the Company may accept,
as set forth in Section 8(d) of the Plan. Payment in full or
in part may also be made in the form of shares of common Stock
owned by the Employee, which shall be free and clear of all
liens, encumbrances and restrictions of any kind whatsoever
and the Employee may be requested to represent and warrant to
such effect and to take such other steps with respect to this
form of payment as the Company shall require. Any such
exercise shall also be subject to receipt by the Company of
the representation and undertaking set forth in Section 4.E.
hereof. Any such exercise will be subject to the "cash out"
provisions of Section 8(i) of the Plan.
E. SECURITIES LAW RESTRICTIONS: The Company has filed a
registration statement under the Securities Act of 1933
("Act") with respect to the shares of Common Stock subject to
the Option. Should the shares of Common Stock subject to the
Option cease to be covered by such registration statement, the
Company shall require that the offer and sale of such shares
be exempt from the registration provisions of the Act in
conformity with the provisions of Rule 144 issued by the
Securities and Exchange Commission under the Act or, in the
opinion of counsel acceptable to the Company, some other
exemption from registration available under the Act.
5. ACCEPTANCE OF PROVISIONS
The execution of this Agreement by the Employee shall constitute the
Employee's acceptance of and agreement to all of the terms and
conditions of the Plan and this Agreement.
6. NOTICES
All notices and other communications required or permitted under the
Plan and this Agreement shall be in writing and shall be given either
by (i) personal delivery or regular mail or (ii) first class registered
or certified mail, return receipt requested. Except as otherwise
provided in paragraph 4.D. hereof, on the exercise, in whole or in
part, of the Option, any such communication shall be deemed to have
been given on the date of receipt in the cases referred to in clause
(i) of the preceding sentence and on the second day after the date of
mailing in the cases referred to in clause (ii) of the preceding
sentence. All such communications to the Company shall be addressed to
it, to the attention of its Secretary or Treasurer, at its principal
office at the address first set forth above, and to the Employee at his
last address appearing on the records of the Company or, in each case,
to such other person or address as may be designed by like notice
hereunder.
7. MISCELLANEOUS
This Agreement and the Plan contain a complete statement of all the
arrangements between the parties with respect to their subject matter,
and this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware applicable to agreements made
and to be performed exclusively
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in Delaware. The headings in this Agreement are solely for convenience
of reference and shall not affect its meaning or interpretation.
QUESTRON TECHNOLOGY, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President and Chief Financial
Officer
EMPLOYEE
By: /s/ Xxxxxxx X. Xxxxxxxx
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