Exhibit 10.33
PARAVANT COMPUTER SYSTEMS, INC.
AGREEMENT CLARIFYING PRIOR GRANT OF STOCK OPTION
This Agreement dated as of June 18, 1998 (this "Agreement") by and
between Paravant Computer Systems, Inc. (the "Company") and Xxxxxxx X. Xxxxxxx
(the "Optionee") has been entered into by the parties for the purpose of
clarifying a prior grant of a stock option by the Company to the Optionee.
Whereas, the Company, as of March 2, 1995 (the "Grant Date") granted to
the Optionee an option (the "Option") the under the Company's then existing
Incentive Stock Option Plan (the "Grant Date ISOP") for the purchase, at any
time during the period of ten years from the Grant Date, of 6,000 shares of
common stock of the Company at a purchase price of $0.717 per share (such number
of shares and the purchase price, in each case, stated herein as adjusted for
the Company's 3 for 1 stock split, effective July 25, 1996) and evidenced the
Option by the execution and delivery to the Optionee of an agreement with
respect thereto; and
Whereas, since the grant of the Option the Company has determined that,
notwithstanding the intention of the parties that the Option was to have been
granted under, and governed by the Grant Date ISOP, the Option could not have
been granted to the Optionee under the Grant Date ISOP because the Optionee,
although then actively serving as a member of the Board of Directors, was not an
employee of the Company at the time the Option was granted; and
Whereas, the parties acknowledge that until the date of this Agreement
the Company and the Optionee mistakenly believed that the Option had been
granted under, and was governed by, the Grant Date ISOP, that the Optionee had
continued to serve as a director motivated, at least in part, by the incentive
of the potential value which he might realize under the Option, that the Company
utilized his services as a director in the belief that such incentive was valid;
and
Whereas, based upon the foregoing, the Board of Directors of the
Company ratified, confirmed and clarified the Company's grant of the Option as
set forth in this Agreement so that the Option, rather than having been granted
under the Grant Date ISOP as an incentive stock option ("ISO") under the then
existing Section 422A of the Internal Revenue Code of 1986, as amended (the
"Code"), has been granted as an option which is not qualified as an ISO (a
"non-qualified option") within the meaning of Section 83 of the Code under
substantially all of the same terms and conditions which would have been
applicable if the Option had been an ISO granted under the Grant Date ISOP other
than those applicable only to ISO's:
Now, therefore, in consideration of the foregoing, and for other
valuable consideration the receipt and sufficiency whereof is hereby
acknowledged, the parties have agreed as follows:
1. Ratification, Confirmation and Clarification of Existing Option. The
Company and the Optionee, each on its own behalf and with respect to itself,
agree that the Company granted the Option as hereinbefore described, that the
Option is currently in existence, that the determinations, intentions and
actions of the parties with respect thereto as hereinbefore described are true
and accurate, and that as a result, that the Option is currently in existence,
and that the terms and conditions thereof are as hereinafter set forth.
2. Terms and Conditions of the Option; Number of Shares, Term and
Option Price. The number of shares subject to the Option, the term of the
Option, and the purchase price per share are as hereinbefore set forth.
Page 23
3. Other Terms and Conditions of the Option Incorporated by Reference
from Incentive Stock Option Plan. The Option was granted on the Grant Date as a
special non-qualified stock option, which, only because the Company's Incentive
Stock Option Plan as in effect on the Grant Date (the "Grant Date ISOP") did not
permit the granting of non-qualified stock options, was not granted under the
Grant Date ISOP. Notwithstanding that the Option was not granted under the Grant
Date ISOP, the terms and conditions of the Option include the following terms
and conditions which are incorporated by reference therein from the Grant Date
ISOP:
(i) Interpretation of the Option. In accordance with Section 2
of the Grant Date ISOP (except to the extent any provision of this Agreement may
be to the contrary), the interpretation and construction of this Agreement, the
Option, and any prior agreement evidencing the Option shall be determined the
Committee appointed for the purpose of administering the Grant Date ISOP, which
determination shall be final unless otherwise determined by the Board of
Directors.
(ii) Medium and Time of Payment. Terms and conditions of the
Option with respect to the medium and time of payment are the terms and
conditions set forth in paragraph (C) of Section 5 of the Grant Date ISOP.
(iii) Exercise of Option. The prohibition against transfer set
forth in paragraph (D) of Section 5 of the Grant Date ISOP is applicable to the
Option.
(iv) Termination of Service; Death of Optionee. The provisions
of paragraphs (E) and (F) of Section 5 of the Grant Date ISOP, provided,
however, that the terms "employment" and "employ" with respect to the Optionee
shall be deemed to mean and refer to the Optionee's service as a director of the
Company.
(v) Adjustment of Shares; Rights as a Shareholder; and
Investment Purpose. The Option is subject to the terms and conditions of the
Grant Date ISOP as set forth in paragraphs (G), (H) and (J) thereof.
4. Other Terms and Conditions of the Option. Except to the extent that
any of the terms and conditions of the Option as granted on the Grant Date have
been ratified, confirmed and/or clarified in this Agreement to the contrary, all
of the terms of the Option as granted on the Grant Date, including but not
limited to those set forth in any agreement evidencing the Option which was
entered into between the parties prior to the date of this Agreement, continue
in existence applicable to the Option.
IN WITNESS WHEREOF, the Company and the Optionee have executed and
delivered this Agreement as of the date first above written.
The Company:
Paravant Computer Systems, Inc.
By: s/Xxxxxxx X. XxXxxxxx
-----------------------
Xxxxxxx X. XxXxxxxx, President
Optionee:
s/Xxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxx
Page 24
