STOCK OPTION AGREEMENT
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EXHIBIT
10.24
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BLONDER
TONGUE LABORATORIES, INC.
2005
DIRECTOR EQUITY INCENTIVE PLAN
THIS
AGREEMENT is made and entered into as of this ______ day of _____________ by and
between BLONDER TONGUE LABORATORIES, INC., a Delaware corporation (the “Company”) and _______________
(the “Optionee”).
BACKGROUND
The
Optionee is an Eligible Director of the Company whose continued services are
considered essential to the Company’s sustained progress. The Company
has adopted the Blonder Tongue Laboratories, Inc. 2005 Director Equity Incentive
Plan (the “Plan”) for
the purpose of encouraging equity ownership in the Company by outside directors
of the Company. Pursuant to and in accordance with the Plan, the
Company desires to grant to the Optionee an option to purchase shares of the
Company’s common stock as more fully set forth below. Capitalized
terms used in this Agreement, and not otherwise defined herein, shall have the
meanings ascribed to them in the Plan.
NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
and intending to be legally bound, it is agreed as follows:
1. Option to
Purchase Shares. The Company hereby grants to the Optionee an
Option (the “Option”),
pursuant to the Plan, to purchase up to ________________ (___________) shares of
the Company’s common stock (the “Stock”). The Option
Price for each share of Stock shall be ____________________Dollars and
______________ Cents ($______), which is acknowledged to be 100% of the Fair
Market Value of each share of Stock as of the date hereof. The Option
shall be exercisable for the number of shares of Stock and during the specific
exercise periods (“Exercise
Period(s)”) set forth in the following table:
Number of
Shares
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Exercise
Period
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_______________________
(___________) Shares
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________________1 through
______________
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2. Manner of
Exercise and Terms of Payment. The Option may be exercised in
whole or in part, subject to the limitations set forth in this Agreement, upon
delivery to the Company of timely written notice of exercise, accompanied by
full payment of the Option Price for the shares of Stock with respect to which
the Option is exercised. Full payment shall be in cash or, if and as
permitted by the Board in its sole discretion: (i) by tendering stock
of the Company or (ii) by withholding stock subject to the Option, all as
provided in the Plan.
3. Termination
of Option.
(a) Expiration
or Termination of Service on the Board. Except as specifically
provided in Sections 3(b), 3(c) and 6(b) hereof, the Option granted hereunder
shall terminate as of the close of business on the earliest to occur of the date
of (i) expiration of the Option Exercise Period, (ii) an event of default or
breach by the Optionee of the terms and conditions of this Agreement or (iii)
termination of the Optionee’s service on the Board for cause. If the
Optionee’s service on the Board is terminated other than for cause, death (as
provided in subsection (b) below), or retirement or disability (both as provided
in subsection (c) below), the Optionee must exercise the Option, if at all and
to the extent then exercisable, within thirty-six months from the date of such
termination, in accordance with the terms of the Plan and this
Agreement.
(b Death of
Optionee. If the Optionee dies prior to the exercise of the
Option in full, the Option may be exercised by the Optionee’s executors,
administrators or heirs within one year after the date of the Optionee’s death,
provided death occurred during the Optionee’s service on the Board, or within
three months following the termination of such service, by reason of the
Optionee’s retirement after reaching the age of 65 years or the Optionee’s
retirement after becoming permanently disabled. Such Option may be so
exercised by the Optionee’s executors, administrators or heirs only with respect
to that number of shares of Stock which the Optionee had an Option to purchase
and only to the extent that the Option was exercisable (but had not theretofore
been exercised) as of the date of the earlier of the (i) retirement of the
Optionee after reaching the age of 65 years or after becoming permanently
disabled, or (ii) death of the Optionee. In no event may the Option
be exercised at any time after the expiration of the Exercise Period stated in
Section 1 hereof.
1 The
Exercise Period for these options shall commence on the Accelerate Date, if
earlier. The “Acceleration Date” is 12:01
a.m. on the date of termination of Optionee’s service on the Board by reason of
Optionee’s retirement after reaching the age of 65 years, or by reason of
Optionee’s retirement after becoming permanently disabled.
(c) Retirement
or Disability. If the Optionee’s service on the Board is
terminated, prior to the exercise of the Option in full, by reason of the
Optionee’s retirement after reaching the age of 65 years or by reason of the
Optionee’s retirement after becoming permanently disabled, the Optionee shall
have the right, during the period ending thirty-six months after the date of the
Optionee’s termination of service on the Board, to exercise the
Option. Such Option may be so exercised by the Optionee only with
respect to that number of shares of Stock which the Optionee had an Option to
purchase and only to the extent that the Option was exercisable (but had not
theretofore been exercised) as of the date of the earlier of (i) the retirement
of the Optionee after reaching the age of 65 years or (ii) the date the Optionee
becomes permanently disabled. In no event may the Option be exercised
after the expiration of the Exercise Period stated in Section 1
hereof.
4. Rights as
Shareholder. The Optionee or a permitted transferee of an
Option shall have no rights as a shareholder of the Company with respect to any
shares of Stock subject to such Option prior to the purchase of such shares of
Stock by exercise of such Option as provided in the Plan.
5. Delivery
of Stock Certificates. The Company shall not be required to
issue or deliver any certificate for shares of Stock purchased upon the exercise
of all or any portion of the Option granted hereunder prior to the fulfillment
of any of the following conditions which may, from time to time, be applicable
to the issuance of the Stock:
(a)
Listing
of Shares. The admission of such shares of Stock to listing on
(i) all stock exchanges on which the Stock of the Company is then listed or (ii)
the NASDAQ.
(b)
Registration
and/or Qualification of Shares. The completion of any
registration or other qualification of such shares of Stock under any federal or
state securities laws or under regulations promulgated by the Securities and
Exchange Commission or any other federal or state governmental regulatory body
which the Board deems necessary or advisable. The Company shall in no
event be obligated to register any securities pursuant to the Securities Act of
1933 (as now in effect or as hereafter amended) or to take any other action in
order to cause the issuance and delivery of such certificates to comply with any
such law, regulations or requirement.
(c)
Approval
or Clearance. The obtaining of any approval or clearance from
any federal or state governmental agency which the Board shall determine to be
necessary or advisable.
(d)
Reasonable
Lapse of Time. The lapse of such reasonable period of time
following the exercise of the Option as the Board may establish from time to
time for reasons of administrative convenience.
6.
Certain
Corporate Events.
(a) Anti-Dilution. Except
as otherwise expressly provided herein, if the outstanding shares of common
stock are hereafter changed or converted into, or exchanged or exchangeable for,
a different number or kind of shares or other securities of the Company or of
another corporation by reason of a reorganization, merger, consolidation,
recapitalization, reclassification or combination of shares, stock dividend,
stock split or reverse stock split, appropriate adjustment shall be made by the
Board in the number of shares and kind of stock subject to the unexercised
portion, if any, of the Option granted hereunder, to the end that the
proportionate interest of the Optionee shall be maintained as before the
occurrence of such event.
(b) Non-survival
of Company. In the event of a dissolution or liquidation of
the Company or any merger or combination in which the Company is not a surviving
corporation, the outstanding portion, if any, of the Option granted hereunder
shall terminate, but the Optionee shall have the right, immediately prior to
such event, to exercise the Option, in whole or in part, to the extent that such
Option is then otherwise exercisable and has not previously been exercised;
provided, however, that upon the occurrence of any such event, the Board may
modify the Option granted hereunder so as to accelerate, as a consequence of
such transaction, the vesting of the Optionee’s right to exercise such
Option.
(c)
Change in
Control. In the event of any contemplated transaction which
may constitute a change in control of the Company, the Board may modify the
Option granted hereunder so as to accelerate, as a consequence of such
transaction, the vesting of the Optionee’s right to exercise such
Option. For this purpose, “change in control of the Company” means a
change in control of such nature that it would be required to be reported to the
Securities and Exchange Commission pursuant to Schedule 14A of Regulation 14A or
any successor provision (whether or not the Company is then subject to such
reporting requirements). A change of control will be deemed to have
occurred if any person, other than persons or entities who on the date hereof
are the “beneficial owners” (as determined pursuant to Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934), directly or indirectly, of securities
of the Company representing 10% or more of the combined voting power of the
Company’s then outstanding securities, is or becomes the “beneficial owner” of
25% or more of the combined voting power of the outstanding securities of the
Company or if during two consecutive year periods, the directors at the
beginning of such periods cease for any reason during the two-year period to
constitute a majority of the Board of Directors of the Company.
7. Agreement
Subject to Plan. No term or condition of this Agreement shall
be construed or interpreted in a manner contrary to the purposes and provisions
of the Plan, a copy of which may be obtained from the Secretary of the
Company. Any question of interpretation arising under the Plan or
this Agreement shall be resolved by the Board.
8. Investment
Representation.
(a) The
Optionee acknowledges that the Option has not been, and the Stock may not upon
issuance be registered under the Securities Act of 1933, as amended (the “Act”). The Optionee
represents and warrants to the Company that the Optionee is acquiring this
Option and the Stock upon exercise of the Option for the Optionee’s own account
for the purpose of investment and not with a view toward resale or other
distribution thereof in violation of the Act. The Optionee
acknowledges that the effect of these representations and warranties is that the
economic risk of the investment in the Option and Stock may be borne by the
Optionee for an indefinite period of time. This representation and
warranty shall be deemed to be a continuing representation and warranty and
shall be in full force and effect upon such exercise of the Option granted
hereby.
(b) The
Company may place a legend on each certificate for the Stock issued pursuant
hereto, or any certificate issued in exchange therefor, stating, if such be the
case, that such securities are not registered under the Act and setting forth or
referring to the restriction on transferability and sale thereof imposed by the
Act or any applicable state securities law.
9. Restrictions
on Transfers. The Option granted hereunder may not be
transferred by the Optionee. Subject to the provisions of Section
3(b) hereto, the Option shall be exercisable only by the Optionee during the
Optionee’s lifetime.
10. Miscellaneous.
(a) All
notices provided for or contemplated herein shall be addressed as
follows:
If
to the Company:
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Blonder
Tongue Laboratories, Inc.
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Xxx
Xxxx Xxxxx Xxxx
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Xxx
Xxxxxx, Xxx Xxxxxx 00000
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Attn.:
Board of Directors--Amended and Restated 1996
Director
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Option
Plan
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If
to the Optionee:
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______________
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______________
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______________
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or to
such other addresses as the parties may specify in writing.
(b) This
Agreement does not confer upon or give to the Optionee any right to continued
service on the Board for any period of time, or at any particular rate of
compensation, or with any other benefits whatsoever, and does not in any way
affect the right of the shareholders of the Company to terminate the Optionee’s
service on the Board.
(c) This
Agreement shall be construed in accordance with the laws of the State of
Delaware.
IN
WITNESS WHEREOF, the undersigned have executed, or have caused this Agreement to
be executed, as of the day and year first above written.
BLONDER
TONGUE LABORATORIES, INC.
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OPTIONEE
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By:___________________________________
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Xxxxx
X. Xxxxxx, Chief Executive Officer
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______________________
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