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EXHIBIT 10.22
XXXX, XXXXXXX X.
MOBILITY ELECTRONICS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement (the "Agreement"), dated as
of December 8, 1999, is entered into by and between Mobility Electronics, Inc.,
a Delaware corporation (the "Company"), and Xxxxxxx X. Xxxx, a consultant of the
Company (the "Optionee"). In consideration of the mutual promises and covenants
made herein, the parties hereby agree as follows:
1. GRANT OF OPTION. Under the terms and conditions of the Company's
Amended and Restated 1996 Long Term Incentive Plan (the "Plan") and pursuant to
the resolutions of the Board of Directors of the Company, dated as of December
8, 1999, the Company grants to the Optionee an option (the "Option") to purchase
from the Company all or any part of a total of 70,000 shares of the Company's
Common Stock, par value $.01 per share, at a price of $2.00 per share. The
Option is granted as of the date first above written (the "Date of Grant").
2. CHARACTER OF OPTION. The Option is not an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
3. TERM. The Option will expire on the fourth anniversary of the Date
of Grant.
4. VESTING. Subject to the provisions of Section 6(b) of the Plan, the
Option may be exercised on the following schedule: (i) 2,800 shares shall be
immediately exercisable; and (ii) 2,800 additional shares shall be exercisable
upon the 8th day of each month, commencing on January 8, 2000; provided,
however, that: (a) this Option shall vest in full upon (1) the consolidation or
merger of the Company with or into another corporation or business entity
pursuant to which immediately following such merger or consolidation, the
Company's stockholders fail to hold at least a majority of the voting stock of
the surviving entity, (2) the sale or other transfer in an single transaction or
a series of related transactions of all or substantially all of the assets of
the Company, except to a subsidiary of the Company or (3) the consummation by
the Company of a Public Offering (which shall mean a public offering of
securities of the Company pursuant to a registration statement filed under the
Securities Act of 1933, as amended (other than on Form S-4 or Form S-8, or their
successor forms)) or (b) upon termination of that certain Consulting Agreement,
of even date herewith, by and between the Company and Optionee, this Option
shall cease to vest, and the unvested portion of this Option shall be deemed to
be terminated and of no further force or effect.
5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof
shall be effected by the giving of written notice to the Company and payment of
the purchase price prescribed in Section 1 above for the shares to be acquired
pursuant to the exercise.
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6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any
shares purchased pursuant to the Option shall be in cash, unless otherwise
agreed to in writing by the Compensation Committee of the Board of Directors of
the Company.
7. TRANSFER OF OPTIONS. The Option may not be transferred except by
will or the laws of descent and distribution and, during the lifetime of the
Optionee, may be exercised only by the Optionee or by the Optionee's legally
authorized representative.
8. ACCEPTANCE OF THE PLAN. The Option is granted subject to all of the
applicable terms and provisions of the Plan, and such terms and provisions are
incorporated by reference herein. The Optionee hereby accepts and agrees to be
bound by all the terms and conditions of the Plan.
9. AMENDMENT. This Agreement may be amended by an instrument in writing
signed by both the Company and the Optionee.
10. MISCELLANEOUS. This Agreement will be construed and enforced in
accordance with the laws of the State of Delaware and will be binding upon and
inure to the benefit of any successor or assign of the Company and any executor,
administrator, trustee, guardian or other legal representative of the Optionee.
Executed as of the date first above written.
MOBILITY ELECTRONICS, INC.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx,
Chief Executive Officer
/s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
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Social Security Number of Optionee
