EXHIBIT 4.2
LARK TECHNOLOGIES, INC.
1997 NONQUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
NONQUALIFIED STOCK OPTION AGREEMENT
(INITIAL GRANT)
This Nonqualified Stock Option Agreement ("Option Agreement") is between
Lark Technologies, Inc. (the "Company"), and ___________________________
("Optionee"), who agree as follows:
Section 1. INTRODUCTION. The Company has heretofore adopted the Lark
Technologies, Inc. 1997 Nonqualified Stock Option Plan for Non-Employee
Directors (the "Plan") for the purpose of attracting and retaining the services
of experienced and knowledgeable non-employee directors for the Company and
providing such non-employee directors an opportunity for ownership of common
stock, $.001 par value ("Common Stock") of the Company. The Company, acting
through its Board of Directors (the "Board"), has determined that its interests
will be advanced by the issuance to Optionee of a nonqualified stock option
under the Plan.
Section 2. OPTION. Subject to the terms and conditions contained herein,
the Company hereby irrevocably grants to Optionee the right and option
("Option") to purchase from the Company 2,500 shares of Common Stock, at a price
of $______ per share.
Section 3. OPTION PERIOD. The Option herein granted may be exercised by
Optionee in whole or in part at any time during a ten year period (the "Option
Period") beginning on _______________ (the "Date of Grant"), subject to the
limitation that said Option shall not be exercisable for more than a percentage
of the aggregate number of shares offered by this Option determined by the
number of full years of Optionee's service as a director of the Company from the
Date of Grant, to the date of such exercise, in accordance with the following
schedule:
Number of Percentage of
Full Years Shares Purchasable
---------- ------------------
1 25%
2 50%
3 75%
4 100%
Notwithstanding anything herein to the contrary, upon a Change of Control
(as defined in the Plan) of the Company, this Option shall become fully
exercisable.
Section 4. PROCEDURE FOR EXERCISE. The Option herein granted may be
exercised by the delivery by Optionee of written notice to the Secretary of the
Company setting forth the number of shares of Common Stock with respect to which
the Option is being exercised. The notice shall be accompanied by, at the
election of the Optionee, (i) cash, cashier's check, bank draft, or postal or
express money order payable to the order of the Company, (ii) certificates
representing shares of
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Common Stock theretofore owned by Optionee duly endorsed for transfer to the
Company, (iii) an election by Optionee to have the Company withhold the number
of shares of Common Stock the fair market value of which is equal to the
aggregate exercise price of the shares of Common Stock issuable upon exercise of
the Option, or (iv) any combination of the preceding, equal in value to the
aggregate exercise price. Notice may also be delivered by telecopy provided that
the exercise price of such shares is received by the Company via wire transfer
on the same day the telecopy transmission is received by the Company. The notice
shall specify the address to which the certifi xxxxx for such shares are to be
mailed. An option to purchase shares of Common Stock in accordance with this
Plan, shall be deemed to have been exercised immediately prior to the close of
business on the date (i) written notice of such exercise and (ii) payment in
full of the exercise price for the number of share for which Options are being
exercised, are both received by the Company and Optionee shall be treated for
all purposes as the record holder of such shares of Common Stock as of such
date.
As promptly as practicable after receipt of such written notice and
payment, the Company shall deliver to Optionee certificates for the number of
shares with respect to which such Option has been so exercised, issued in
Optionee's name or such other name as Optionee directs; provided, however, that
such delivery shall be deemed effected for all purposes when a stock transfer
agent of the Company shall have deposited such certificates in the United States
mail, addressed to Optionee at the address specified pursuant to this Section 4.
Section 5. TERMINATION OF SERVICE. If Optionee ceases to serve on the
Board for any reason, with or without cause, other than death or retirement for
age or disability, the Option may be exercised (to the extent Optionee would
have been entitled to do so at the date of such cessation of service) during a
thirty (30) day period after such date, but in no event may the Option be
exercised after the expiration of the Option Period.
If Optionee ceases to serve on the Board by reason of retirement for age
under the then established rules of the Company, the Option shall expire on the
earlier of (i) the last day of the Option Period, or (ii) one day less than
three months after Optionee's retirement for age. Prior to the expiration of the
Option, Optionee shall have the right to exercise the Option to the extent to
which he was entitled to exercise the Option at the date of such cessation of
service.
If Optionee ceases to serve on the Board by reason of retirement for
disability under the then established rules of the Company, the Option shall
expire on the earlier of (i) the last day of the Option Period, or (ii) one day
less than one year after Optionee's retirement for disability. Prior to the
expiration of the Option, Optionee shall have the right to exercise the Option
to the extent to which he was entitled to exercise the Option at the date of
such cessation of service.
If Optionee dies (i) while serving on the Board or (ii) during the period
after Optionee has ceased serving on the Board by reason of retirement for age
or disability and prior to the expiration of the Option, the Option shall expire
on the earlier of (i) the last day of the Option Period, or (ii) one year after
Optionee's death. After the death of Optionee, his executors, administrators or
any persons to whom his Option may be transferred by will or by the laws of
descent and distribution shall have the right, at any time prior to the
expiration of the Option under this Section, to exercise the Option to the
extent to which Optionee was entitled to exercise it immediately prior to
Optionee's death.
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Section 6. TRANSFERABILITY. This Option shall not be transferable by
Optionee otherwise than by Optionee's will or by the laws of descent and
distribution. During the lifetime of Optionee, the Option shall be exercisable
only by Optionee or his authorized legal representative. Any heir or legatee of
Optionee shall take rights herein granted subject to the terms and conditions
hereof. No such transfer of this Option Agreement to heirs or legatees of
Optionee shall be effective to bind the Company unless the Company shall have
been furnished with written notice thereof and a copy of such evidence as the
Board may deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and conditions hereof.
Section 7. NO RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock covered by this Option
Agreement until the Option is exercised by written notice and accompanied by
payment as provided in Section 4 of this Option Agreement.
Section 8. EXTRAORDINARY CORPORATE TRANSACTIONS. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issuance of Common Stock or subscription rights thereto, or any issuance of
bonds, debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceedings, whether of a similar character or
otherwise. If the Company goes through a "Fundamental Change" (as defined in
subparagraph 5(g) of the Plan), the Options granted hereunder shall be governed
by subparagraph 5(g) of the Plan.
Section 9. CHANGES IN CAPITAL STRUCTURE. If the outstanding shares of
Common Stock or other securities of the Company, or both, for which the Option
is then exercisable shall at any time be changed or exchanged by declaration of
a stock dividend, stock split, combination of shares, or recapitalization, the
number and kind of shares of Common Stock or other securities subject to the
Plan or subject to the Option and the exercise price, shall be appropriately and
equitably adjusted so as to maintain the proportionate number of shares or other
securities without changing the aggre gate exercise price.
Section 10. COMPLIANCE WITH LAWS. Notwithstanding any of the other
provisions hereof, Optionee agrees that he or she will not exercise the Option
granted hereby, and that the Company will not be obligated to issue any shares
pursuant to this Option Agreement, if the exercise of the Option or the issuance
of such shares of Common Stock would constitute a violation by Optionee or by
the Company of any provision of any law or regulation of any governmental
authority.
Section 11. WITHHOLDING OF TAX. To the extent that the exercise of this
Option or the disposition of shares of Common Stock acquired by exercise of this
Option results in compensation income to Optionee for federal or state income
tax purposes, payment of the withholding tax shall be made in accordance with
Section 9 of the Plan.
Section 12. NO RIGHT TO DIRECTORSHIP. Optionee shall be considered to be
in service on the Board so long as he or she remains a director of the Company.
Any questions as to whether and when there has been a termination of such
service on the Board and the cause of such termination
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shall be determined by the Board, and its determination shall be final. Nothing
contained herein shall be construed as conferring upon Optionee the right to
continue service on the Board.
Section 13. RESOLUTION OF DISPUTES. As a condition of the granting of the
Option hereby, Optionee, and Optionee's heirs, personal representatives and
successors agree that any dispute or disagreement which may arise hereunder
shall be determined by the Board in its sole discretion and judgment, and that
any such determination and any interpretation by the Board of the terms of this
Option Agreement shall be final and shall be binding and conclusive, for all
purposes, upon the Company, Optionee, and Optionee's heirs, personal
representatives and successors.
Section 14. LEGENDS ON CERTIFICATE. The certificates representing the
shares of Common Stock purchased by exercise of the Option will be stamped or
otherwise imprinted with legends in such form as the Company or its counsel may
require with respect to any applicable restrictions on sale or transfer and the
stock transfer records of the Company will reflect stop-transfer instructions
with respect to such shares.
Section 15. NOTICES. Every notice hereunder shall be in writing and shall
be given by registered or certified mail. All notices of the exercise of any
Option hereunder shall be directed to Lark Technologies, Inc., 0000 Xxxx
Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, Attention: Secretary. Any notice given
by the Company to Optionee directed to Optionee at the address on file with the
Company shall be effective to bind Optionee and any other person who shall
acquire rights hereunder. The Company shall be under no obligation whatsoever to
advise Optionee of the existence, maturity or termination of any of Optionee's
rights hereunder and Optionee shall be deemed to have familiarized himself or
herself with all matters contained herein and in the Plan which may affect any
of Optionee's rights or privileges hereunder.
Section 16. CONSTRUCTION AND INTERPRETATION. Whenever the term "Optionee"
is used herein under circumstances applicable to any other person or persons to
whom this award, in accordance with the provisions of Section 7 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons.
Section 17. AGREEMENT SUBJECT TO PLAN. This Option Agreement is subject to
the Plan. The terms and provisions of the Plan (including any subsequent
amendments thereto) are hereby incorporated herein by reference thereto. In the
event of a conflict between any term or provision contained herein and a term or
provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail. All definitions of words and terms contained in the Plan
shall be applicable to this Option Agreement.
Section 18. BINDING EFFECT. This Option Agreement shall be binding upon
and inure to the benefit of any successors to the Company and all persons
lawfully claiming under Optionee as provided herein.
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IN WITNESS WHEREOF, this Nonqualified Stock Option Agreement has been
executed as of the ____ day of ___________, 19____.
LARK TECHNOLOGIES, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
OPTIONEE
__________________________________
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