EXHIBIT 99.4
DATRON SYSTEMS INCORPORATED
1985 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
DATRON SYSTEMS INCORPORATED (the "Company") grants to ____________
("Optionee") an incentive stock option to purchase shares of the Company's
common stock at the price of ________ per share. This option is granted under,
and is subject to all of the terms and conditions applicable to such Options
contained in the Company's 1985 Stock Option Plan (the "Plan"), a copy of which
is attached and incorporated into this Agreement by reference. Subject to the
terms and conditions of the Plan, this option is exercisable in accordance with
the Exercise Schedule attached to this Agreement as Exhibit A. This option
expires at the close of business on ______________.
If permitted by the Plan Administrator and Section 6.1.10 of the Plan,
the Optionee may elect to pay any employment and withholding taxes required to
be paid upon exercise of this Option with shares of Common Stock of the Company.
Optionees permitted to make such an election by the Administrator shall do so by
delivering to the Company a written election form, a copy of which is on file at
the Company's headquarters.
The Optionee understands that the tax consequences associated with this
option and with shares purchasable under this option can be complex and can
depend, in part, upon the Optionee's particular circumstances. The Optionee
understands, for example, that the exercise of this option can result in the
imposition of tax even before the Optionee resells the option shares.
Accordingly, the optionee should consult a tax advisor.
The optionee also understands that if the Optionee sells or otherwise
disposes of any shares purchased under this option within two years after the
date this option was granted or within one year after the date the Optionee
purchased the shares (a "disqualifying disposition"), the Company may be
entitled to a deduction from its income for income tax purposes. The amount of
the deduction could depend on the price the Optionee receives for the shares.
Accordingly, the Optionee agrees to notify the Company in writing of the date
and terms of any disqualifying disposition and to comply with any other
requirements now or hereafter specified by the Company which are intended to
enable the Company to secure such a deduction.
In order to exercise all or any portion of this option, Optionee shall
deliver to the Company an executed Stock Purchase Agreement covering the shares
to be purchased upon such exercise. A copy of this form is attached to this
Agreement.
Date of Grant:
DATRON SYSTEMS INCORPORATED
By
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Xxxxx X. Xxxxx
Title: President and CEO
The Optionee hereby accepts and agrees to be bound by all of the terms
and conditions of this Agreement, including the Plan.
Date: , 19
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(Signature)
EXHIBIT A Exercise Schedule
2
DATRON SYSTEMS INCORPORATED
Option of
Granted
EXERCISE SCHEDULE
Subject to the terms and conditions set forth in the Agreement of which
this schedule is a part, the Option is exercisable in accordance with the
following schedule:
ON OR AFTER EXERCISABLE PORTION OF OPTION
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33%
another 33%
another 34%
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