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Exhibit 10.1b
COMPTEK RESEARCH, INC.
NON-QUALIFIED STOCK OPTION AND AGREEMENT
This Non-Qualified Stock Option and Agreement made as of the 20th day
of June, 1996, by and between COMPTEK RESEARCH, INC., a New York corporation
with principal offices in Buffalo, New York (the "Company"), and XXXX X. XXXXXX
residing at 0000 XXXXX XXXXXX XXXXX, X. XXXXXXX, XX 00000 ("Optionee").
W I T N E S S E T H :
WHEREAS, on July 23, 1992, the Shareholders of the Company adopted an
Equity Incentive Plan (the "Plan"), a copy of which has been delivered to
Optionee or is being delivered at the time of delivery by the Company of this
executed Option and Agreement, and which is incorporated herein by reference;
and
WHEREAS, pursuant to the Plan the Board of Directors of the Company has
authorized and approved the granting of an option herein granted and the making
of this Agreement;
NOW, THEREFORE:
1. GRANT OF OPTION. The Company hereby grants to the Optionee, on and
subject to all of the terms and conditions contained in the Plan and in this
Option and Agreement, an option to purchase (the "Option") up to a total of
50,000 shares (the "Shares"), par value $0.02 per share, of the common stock of
the Company at the price of $5.50 per share, said price being at least 100% of
the fair market value of such stock on
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the date hereof (which, for all purposes of this Option and Agreement, is the
date of granting of the Option herein contained), as determined by the Company
in its discretion in good faith, but which the Company does not represent or
warrant will be accepted by the United States Internal Revenue Service or by any
other governmental authority as representing at least 100% of the fair market
value of such stock on the date hereof.
AND THE PARTIES DO HEREBY AGREE IN CONSIDERATION OF THE GRANTING OF THE
SAID OPTION AND FOR OTHER GOOD AND VALID CONSIDERATION AS FOLLOWS:
2. EXERCISE PERIOD. No Option shall be exercisable either in whole or
in part prior to one year from the date of grant. Subject to the right of
accumulation provided in the last sentence of this Section, the option granted
in this Option and Agreement shall be first exercisable, as follows:
10,000 shares on June 20, 1997;
10,000 shares on June 20, 1998;
10,000 shares on June 20, 1999;
20,000 shares on June 20, 2000; and
Provided, however, the number of option-shares first exercisable each June 20
listed above shall only be exercisable if the Company's annual profits after tax
and earnings per share targets for the fiscal year ending March 31 immediately
preceding such June 20 date have been achieved. This Option shall expire and
shall not be exercisable after the expiration of ten (10) years from the date
hereof.
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To the extent not exercised, installments shall accumulate and be
exercisable, in whole or in part, at any subsequent period of time but not later
than ten (10) years from the date of this Option and Agreement, subject to the
limitations provided herein and in the Plan in the event of termination of
employment.
3. MANNER OF EXERCISE.
(a) This Option shall be exercised only by personal delivery to an
executive officer of the Company (other than the Optionee hereunder) or by
mailing to the Company, attention of an executive officer of the company (other
than the Optionee hereunder), postage prepaid, first class, certified mail,
return receipt requested, written notice of exercise in the form annexed hereto
at the principal office of the Company setting forth the number of Shares with
respect to which the Option is exercised and signed by the Optionee, and
accompanied by payment of the Option price for the number of Shares as to which
the Option is exercised. To be effective, said written notice of exercise and
payment must be actually received by the Company within the applicable time
periods referred to in this Option and Agreement and the Plan.
(b) As a condition to the issuance of Shares under this Option, the
Optionee authorizes the Company to withhold in accordance with applicable law
from any cash compensation payable to him any taxes required to be withheld by
the Company under Federal, State or Local law as a result of his exercise of
this Option.
4. OPTION NON-TRANSFERABLE. This Option is not transferable by the
Optionee otherwise than by will or the laws of descent and distribution and is
exercisable, during his lifetime, only by the Optionee.
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5. TERMINATION OF EMPLOYMENT.
(a) In the event that the Optionee shall quit the employ of the Company
or its subsidiaries for any reason, or shall cease to be employed by the Company
or its subsidiaries for any reason other than death, retirement, disability, or
discharge without cause, the Option period of any unexercised portion of the
Option granted to the Optionee pursuant to this Option and Agreement shall
terminate upon the termination of the Optionee's employment.
(b) In the event that the Optionee shall cease to be employed by the
Company or its subsidiaries by reason of retirement because of age, the Optionee
shall have the right to exercise the Option (to the extent exercisable under
Section 2 hereof and not previously exercised) within three (3) months after
such termination of employment. Option installments accumulating during such
three (3) month period shall also be exercisable. "Retirement" as referred to
herein shall be deemed to mean the termination of the Optionee's employment by
the Company or its subsidiaries by reason of his attainment of such age as may
have been determined by the employment policies or any pension plan of the
Company or subsidiary employer to be normal retirement age.
(c) In the event that the Optionee shall cease to be employed by the
Company or its subsidiaries by reason of disability (within the meaning of
Section 105(d)(4) or successor Section of the Code), the Optionee shall have the
right to exercise the Option (to the extent exercisable under Section 2 hereof
and not previously exercised) within one (1) year after such termination of
employment. Option installments accumulating during such one (1) year period
shall also be exercisable.
(d) In the event that the Optionee shall cease to be employed by the
Company or its subsidiaries by reason of Optionee's death; or in the event of
the death of the Optionee within a period of three (3) months after the
termination of his employment with
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the company or its subsidiaries and at a time when an unexercised Option
theretofore granted to him has not terminated or expired, the Option may be
exercised (to the extent exercisable under Section 2 hereof and not previously
exercised) within six (6) months after the Optionee's death, by the executors or
administrators of the Optionee or by any person or persons who shall have
acquired the Option directly from the Optionee by bequest or inheritance. Option
installments accumulating during such six (6) months period shall also be
exercisable.
(e) In the event that the Optionee shall cease to be employed by the
Company or its subsidiaries by reason of discharge without cause, the Optionee
shall have the right to exercise the Option (to the extent exercisable under
Section 2 hereof and not previously exercised) within three (3) months after
such termination of employment. The phrase, "discharge without cause," as
hereinabove used, means the discharge of the Optionee by the Company or
subsidiary employer for reasons other than: intemperate use of alcohol or
addictive drugs, or conviction of a felony, or conviction for a misdemeanor
other than under the vehicle and traffic laws, or substantial evidence of
dishonesty in relation to the property, funds or affairs of the Company or any
subsidiary or any other employee thereof or any person dealing therewith. Option
installments accumulating during such three (3) month period shall also be
exercisable.
6. APPLICABLE LAW. This Option and Agreement shall be governed by the
applicable laws of the State of New York and of the United States. If any
provision of this Option and Agreement be deemed in violation of any applicable
law, then said provision shall be deemed excised from this Option and Agreement,
and the remaining provisions of this Option and Agreement shall remain in full
force and effect.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto, their respective heirs, successors, administrators, assigns,
nominees or any person or persons otherwise succeeding to the interest of either
of the parties hereto.
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8. GENERAL PROVISIONS.
(a) This Option and Agreement, as incorporating the Plan, contains the
entire understanding of the parties with reference to the subject matter herein.
It may be changed, modified, discharged or abandoned only by an agreement in
writing signed by the party or parties to be charged therewith.
(b) Optionee understands and agrees that Company is not able to provide
tax advice to Optionee and Optionee will seek the advice of his own qualified
tax advisor in connection with the tax consequences of the exercise of failure
to exercise the Option herein referred to, or the transfer of any shares
acquired in connection therewith, as of any particular date or dates.
(c) Whenever in this Option and Agreement the singular number is used,
the same shall include the plural, and the masculine gender shall include the
feminine and neuter genders, and vice versa, as the context requires. The
section headings used herein are for reference and convenience only and shall
not enter into the interpretation thereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COMPTEK RESEARCH, INC.
By: /s/ Xxxxxxxxxxx X. Head
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Xxxxxxxxxxx X. Head
Executive Vice President and
General Counsel
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Optionee
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NOTICE OF EXERCISE OF STOCK OPTION
AND RECORD OF STOCK TRANSFER
I hereby exercise my Non-Qualified Stock Option granted by COMPTEK
RESEARCH, INC., subject to all the terms and provisions set forth in the
Non-Qualified Stock Option and Agreement dated _______________ setting forth
said Option, and of the Equity Incentive Plan referred to therein, to the extent
of _________ shares of Common Stock of the Company. Enclosed is my check in the
sum of $_________ in full payment for such shares.
I acknowledge that to be effective, this notice and the payment
referred to herein must be delivered personally or mailed in the manner set
forth in paragraph 3 of the aforesaid Non-Qualified Stock Option and Agreement
and must be actually received by COMPTEK RESEARCH, INC. within the applicable
time periods referred to in the Equity Incentive Plan.
I hereby represent that the shares of Common Stock to be delivered to
me pursuant to exercise of the said Option are being acquired by me as an
investment and not with a view to, or for sale in connection with, the
distribution of any thereof.
My social security number is ___________________________.
My address (including zip code) for purposes of mailing of stock
certificates, notices and other communications to me as a shareholder is:
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My legal name is
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First Initial Last
(Please Print)
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Signature - must correspond to legal name printed above
Date:
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