HORIZONS TECHNOLOGY, INC.
1988 AMENDED STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
TO: DATE OF GRANT:
OPTION NO.:
I am pleased to notify you that Horizons Technology, Inc. (the
"Corporation") hereby grants to you on the date set forth above an incentive
stock option (the "Incentive Option") under the 1988 Amended Stock Option Plan
(the "Plan") to purchase shares of capital stock of the Corporation (the
"Stock") at the price of $ per share (the "Option Price"), upon the
following terms and conditions:
1. TERM OF OPTION. The Incentive Option hereinabove granted shall
expire on .
2. INSTALLMENTS. Subject to the provisions of Paragraphs 4 and 5
hereof, this Incentive Option shall become exercisable in the number of
installments set forth below. Each installment shall include the number of
shares, and shall become exercisable (in whole or in part) upon and after the
dates set forth below.
DATE NUMBER OF SHARES
The installments shall not be cumulative so that any and all option
shares covered by an installment which are not exercised by you within days
after an installment becomes exercisable shall expire and shall not be
exercisable in any subsequent installment period. In any event, if you choose to
exercise an installment or any portion of an installment under this Incentive
Option, a minimum number of shares must be purchased on each date that you
exercise a portion of your Incentive Option.
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3. EXERCISE. This Incentive Option may be exercised by delivery to the
Corporation, ATTN: Secretary of the Corporation of (i) a written notice of
exercise containing certain representations and stating the number of shares of
Stock then being purchased hereunder in the form attached hereto as Exhibit A or
in such other form and substance as the Corporation may require, and (ii) cash,
a good check or stock of the Corporation standing in the name of the optionee,
held by the optionee for a period of six months or longer, having a fair market
value at the time of exercise equal to the combined Option Prices of the
Incentive Options being exercised, or any combination of the foregoing, in the
amount of the purchase price of such shares. Subject to the provisions of
Paragraphs 6 and 10 hereof, certificates for shares so purchased will be issued
as soon as practicable, but no fractional shares shall be issued.
4. TERMINATION OF EMPLOYMENT. If you shall cease to be employed by the
Corporation or its parent or subsidiary, for any reason other than your death,
this Incentive Option and all rights hereunder, to the extent not exercised,
shall automatically expire on the date of such termination.
5. DEATH: ASSIGNMENT. This Incentive Option shall not be assignable or
transferable and may not be pledged or hypothecated in any way, whether by
operation of law or otherwise, and shall not be subject to execution, attachment
or similar process. If you die while you are in the employ of the Corporation or
its parent or subsidiary, the duly authorized executor of your last will, the
duly authorized administrator or special administrator of your estate, your
personal representative or any person or persons who shall have acquired this
Incentive Option directly from you by bequest or inheritance shall have the
right at any time within the period of two months immediately following such
death to exercise this Incentive Option to the extent, but only to the extent,
that this Incentive Stock Option was exercisable and had not previously been
exercised on the date of your death.
6. NO RIGHTS AS SHAREHOLDER. You shall have no rights as a shareholder
with respect to the Stock until the date of the issuance to you of a stock
certificate or stock certificates representing the Stock. Except as may be
provided under Article 5(g) of the Plan, no adjustment will be made for
dividends or other rights for which the record date is prior to the date such
stock certificate or certificates are issued.
7. ADJUSTMENTS IN STOCK. Subject to the provisions of the Plan, if the
outstanding shares of the Corporation of the class subject to this Incentive
Option are increased or decreased, or are changed into or exchanged for a
different number or kind of shares or securities as a result of one or more
reorganizations, mergers, consolidations, recapitalizations, reclassifications,
stock splits, stock dividends or like capital adjustments, appropriate
adjustments, to be conclusively determined by the Administrator, shall be made
in the number, price and kind of shares subject to this Incentive Option and the
Option Price, so that the total purchase price of the shares then subject to
this Incentive Option shall remain unchanged.
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8. NONTRANSFERABILITY OF OPTION. This Incentive Option is not
transferable otherwise than by will or the laws of descent and distribution.
This Incentive Option shall not be otherwise transferred, assigned, pledged,
hypothecated or otherwise disposed of in any way, whether by operation of law or
otherwise, and shall not be subject to execution, attachment or similar process.
Upon any attempt to transfer this Incentive Option otherwise than by will or the
laws of descent and distribution or to assign, pledge, hypothecate or otherwise
dispose of this Incentive Option, or upon the levy of any execution, attachment
or similar process upon this Incentive Option, this Incentive Option shall
immediately terminate and become null and void.
9. TERMINATING TRANSACTIONS. Upon the dissolution or liquidation of the
Corporation, or upon a reorganization, merger or consolidation of the
Corporation in which the Corporation shall not survive, or upon the sale of
substantially all of the assets or more than eighty percent of the then
outstanding stock of the Corporation to another corporation, this Incentive
Option shall terminate, provided that in such event: (i) each optionee to whom
no option has been tendered by the surviving corporation in accordance with all
of the terms of provision (ii) immediately below, shall have the right, for a
thirty-day period, to exercise, in whole or in part, any unexpired option or
options issued to him/her, without regard to the installment provisions of
Article 5(e) of the Plan or the installment provisions of this Option Agreement;
or (ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated, tender to any optionee an option or options to
purchase shares of the surviving corporation, and such new option or options
shall contain such terms and provisions as shall be required substantially to
preserve the rights and benefits of any option then outstanding under the Plan.
10. STATE AND FEDERAL REGULATIONS. No exercise of this Incentive Option
shall be effective unless and until any then applicable requirements of state
and federal laws and regulatory agencies shall have been fully complied with to
the satisfaction of the Corporation and its counsel.
11. RIGHTS AND RESTRICTIONS WITH RESPECT TO STOCK. You specifically
acknowledge and agree that the Stock shall be acquired by you subject to certain
restrictions relating to any attempted lifetime transfer, as well as certain
rights in favor of the Corporation to purchase the Stock in the event of your
(i) dissolution of marriage and (ii) death, all as set forth in the Stock
Restriction Agreement attached hereto and incorporated herein as Exhibit B. You
agree that each stock certificate representing the Stock acquired by you upon
exercise of this Incentive Option shall bear an appropriate legend reflecting
the foregoing rights and restrictions, as provided in Exhibit B.
12. THIS AGREEMENT SUBJECT TO PLAN. This Agreement is made pursuant to all
of the provisions of the Plan, and is intended and shall be interpreted in
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a manner to comply therewith. Any provision hereof inconsistent with the Plan
shall be superseded and governed by the Plan, a copy of which has been provided
to you.
Sincerely yours,
HORIZONS TECHNOLOGY, INC.
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▇. ▇. ▇▇▇▇▇
President
Date:
AGREED:
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