INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEES
(Without Limited Stock Appreciation Rights)
OPTIONEE:
---------------------------------
DATE OF GRANT:
------------------------------------
AGREEMENT between Racom Systems, Inc. (the "Company"), and the above named
Optionee ("Optionee"), an employee of the Company or a Subsidiary thereof.
The Company and Optionee agree as follows:
1. Grant of Option.
-------------------
Optionee is hereby granted an Incentive Stock Option, within the meaning of
Section 422 of the Code (the "Option"), to purchase Common Stock of the Company
pursuant to the Racom Systems, Inc. 1993 Employee Stock Plan (the "Plan"). The
Option and this Agreement are subject to and shall be construed in accordance
with the terms and conditions of the Plan, as now or hereinafter in effect. Any
terms which are used in this Agreement without being defined and which are
defined in the Plan shall have the meaning specified in the Plan.
2. Date of Grant.
-----------------
The date of the grant of the Option is the date first set forth above, the
date of the action by the Committee which administers the Plan (the "Committee")
in granting the same.
3. Number and Price of Shares.
------------------------------
The number of shares as to which the Option is granted is the number set
forth in Schedule 3A to this Agreement. The purchase price per share is the
amount set forth in Schedule 3B to this Agreement.
4. Expiration Date.
-------------------
Unless sooner terminated as provided in Section 5.4 or Section 13 of the
Plan, the Option shall expire and terminate on the date set forth in Schedule 4
to this Agreement, and in no event shall the Option be exercisable after that
date.
5. Manner of Exercise.
----------------------
Except as provided in this Agreement, the Option shall be exercisable, in
whole or in part, from time to time, in the manner provided in Section 8 of the
Plan.
6. Time of Exercise.
--------------------
The Option granted hereby shall become vested in and exercisable by
Optionee in the installments, on the dates and subject to the conditions set
forth in Schedule 6; provided, however, that Optionee must have been
continuously employed by the Company or a Subsidiary thereof from the date of
grant of the Option until the date specified on Schedule 6 or until the
conditions specified on Schedule 6 have been satisfied.
7. Stock Restriction Agreement.
-------------------------------
Upon exercise of the Option, the Optionee shall execute and deliver to the
Company a Stock Restriction Agreement in substantially the form attached to this
Agreement as Exhibit A. Execution and delivery of the Stock Restriction
Agreement prior to the transfer or delivery of any shares and prior to the
expiration of the option period shall be a condition precedent to the right to
purchase such shares.
8. Nontransferability of Option.
--------------------------------
The Option is not transferable by Optionee other than by Will or the laws
of descent and distribution, and the Option shall be exercisable during
Optionee's lifetime only by Optionee. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Option contrary to the
provisions hereof, or upon the levy of any attachment or similar process upon
the Option, the Option shall immediately become null and void.
9. Withholding for Taxes.
-------------------------
Optionee shall reimburse the Company, in cash or by certified or bank
cashier's check, for any federal, state or local taxes required by law to be
withheld with respect to the exercise of the Option or any disqualifying
disposition of the Common Stock acquired upon exercise of the Option. The
Company shall have the right to deduct from any salary or other payments to be
made to Optionee any federal, state or local taxes required by law to be so
withheld. The Company's obligation to deliver a certificate representing the
Common Stock acquired upon exercise of the Option is subject to the payment by
Optionee of any applicable federal, state and local withholding tax.
10. Legends.
------------
Certificates representing Common Stock acquired upon exercise of this
Option may contain such legends and transfer restrictions as the Company shall
deem reasonably necessary or desirable, including, without limitation, legends
restricting transfer of the Common Stock until there has been compliance with
2
federal and state securities laws and until Optionee or any other holder of the
Common Stock has paid the Company such amounts as may be necessary in order to
satisfy any withholding tax liability of the Company resulting from a
disqualifying disposition described in Section 422(a) of the Code.
11. Employee Benefits.
----------------------
Optionee agrees that the grant and vesting of the Option and receipt of
shares of Common Stock upon exercise of the Option constitute special incentive
compensation that will not be taken into account as "salary" or "compensation"
or "bonus" in determining the amount of any payment under any pension,
retirement, profit sharing or other remuneration plan of the Company.
12. Amendment.
--------------
Subject to the terms and conditions of the Plan, the Committee may modify,
extend or renew the Option, or accept the surrender of the Option to the extent
not theretofore exercised and authorize the granting of new Options in
substitution therefor, except that no such action shall diminish or impair the
rights under the Option without the consent of the Optionee.
13. Interpretation.
-------------------
The interpretations and constructions of any provision of and
determinations on any question arising under the Plan or this Agreement shall be
made by the Committee, and all such interpretations, constructions and
determinations shall be final and conclusive as to all parties.
14. Receipt of Plan.
--------------------
By entering into this Agreement, Optionee acknowledges (i) that he or she
has received and read a copy of the Plan and (ii) that this Agreement is subject
to and shall be construed in accordance with the terms and conditions of the
Plan, as now or hereinafter in effect.
15. Governing Law.
------------------
This Agreement shall be construed and shall take effect in accordance with
the laws of the State of Colorado, without regard to the conflicts of laws rules
of such State.
16. Miscellaneous.
------------------
This Agreement constitutes the entire understanding and agreement of the
parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements or understandings, inducements or conditions, express
or implied, written or oral, between the parties with respect hereto. If any
3
provision of this Agreement, or the application thereof, shall for any reason
and to any extent be invalid or unenforceable, the remainder of this Agreement
and the application of such provision to other circumstances shall be
interpreted so as best to reasonably effect the intent of the parties hereto.
All notices or other communications which are required to be given or may be
given to either party pursuant to the terms of this Agreement shall be in
writing and shall be delivered personally or by registered or certified mail,
postage prepaid, to the address of the parties as set forth following the
signature of such party. Notice shall be deemed given on the date of delivery in
the case of personal delivery or on the delivery or refusal date as specified on
the return receipt in the case of registered or certified mail. Either party may
change its address for such communications by giving notice thereof to the other
party in conformity with this Section 16.
IN WITNESS WHEREOF, the Company by a duly authorized officer of the Company
and Optionee have executed this Agreement on ____________________, effective as
of the date of grant.
RACOM SYSTEMS, INC.
By:
--------------------------------
Title:
-----------------------------
Address:
---------------------------
-----------------------------------
-----------------------------------
OPTIONEE
-----------------------------------
Address:
---------------------------
-----------------------------------
-----------------------------------
4
SCHEDULES
to
INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEES
(Without Limited Stock Appreciation Rights)
Schedule
--------
3A Number of Shares of Stock:
--------------------------------------------------
3B Purchase Price per Share:
---------------------------------------------------
4 Expiration Date:
------------------------------------------------------------
6 Vesting Schedule:
Cumulative Number of Options
Date Which Have Become Exercisable
---- -----------------------------
-------- ---------
-------- ---------
-------- ---------
-------- ---------
-------- ---------
Additional Conditions to Vesting: Notwithstanding the foregoing, no portion
of the Option shall be vested and exercisable until the following conditions
have been satisfied:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
5
INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEES
(With Limited Stock Appreciation Rights)
OPTIONEE:
---------------------------------
DATE OF GRANT:
-----------------------------
AGREEMENT between Racom Systems, Inc. (the "Company"), and the above named
Optionee ("Optionee"), an employee of the Company or a Subsidiary thereof.
The Company and Optionee agree as follows:
1. Grant of Option and Limited SARs.
--------------------------------
Optionee is hereby granted (i) an Incentive Stock Option, within the
meaning of Section 422 of the Code, to purchase Common Stock of the Company (the
"Option") and (ii) Limited SARs with respect to all of the shares of Common
Stock covered by the Option (the "Limited SAR"). Such grant is made pursuant to
the Racom Systems, Inc. 1993 Employee Stock Plan (the "Plan"). The Option, the
Limited SAR and this Agreement are subject to and shall be construed in
accordance with the terms and conditions of the Plan, as now or hereinafter in
effect. Any terms which are used in this Agreement without being defined and
which are defined in the Plan shall have the meaning specified in the Plan.
2. Date of Grant.
--------------
The date of the grant of the Option and the Limited SAR is the date first
set forth above, the date of the action by the Committee which administers the
Plan (the "Committee") in granting the same.
3. Number and Price of Shares.
---------------------------
The number of shares as to which the Option and the Limited SAR is granted
is the number set forth in Schedule 3A to this Agreement. The purchase price per
share is the amount set forth in Schedule 3B to this Agreement.
4. Expiration Date.
----------------
Unless sooner terminated as provided in Section 5.4 or Section 13 of the
Plan, the Option and the Limited SAR shall expire and terminate on the date set
forth in Schedule 4 to this Agreement, and in no event shall the Option or the
Limited SAR be exercisable after that date.
5. Manner of Exercise.
-------------------
Except as provided in this Agreement, the Option and the Limited SAR shall
be exercisable, in whole or in part, from time to time, in the manner provided
in Sections 8 and 12.2 of the Plan.
6. Time of Exercise.
-----------------
The Option and the Limited SAR granted hereby shall become vested in and
exercisable by Optionee in the installments, on the dates and subject to the
conditions set forth in Schedule 6; provided, however, that Optionee must have
been continuously employed by the Company or a Subsidiary thereof from the date
of grant of the Option and the Limited SAR until the date specified on Schedule
6 or until the conditions specified on Schedule 6 have been satisfied.
7. Stock Restriction Agreement.
----------------------------
Upon exercise of the Option, the Optionee shall execute and deliver to the
Company a Stock Restriction Agreement in substantially the form attached to this
Agreement as Exhibit A. Execution and delivery of the Stock Restriction
Agreement prior to the transfer or delivery of any shares and prior to the
expiration of the option period shall be a condition precedent to the right to
purchase such shares.
8. Nontransferability of Option and Limited SAR.
---------------------------------------------
The Option and the Limited SAR is not transferable by Optionee other than
by Will or the laws of descent and distribution, and the Option and the Limited
SAR shall be exercisable during Optionee's lifetime only by Optionee. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the
Option or the Limited SAR contrary to the provisions hereof, or upon the levy of
any attachment or similar process upon the Option or the Limited SAR, the Option
and the Limited SAR shall immediately become null and void.
9. Withholding for Taxes.
----------------------
Optionee shall reimburse the Company, in cash or by certified or bank
cashier's check, for any federal, state or local taxes required by law to be
withheld with respect to the exercise of the Option or the Limited SAR or any
disqualifying disposition of the Common Stock acquired upon exercise of the
Option. The Company shall have the right to deduct from any salary or other
payments to be made to Optionee any federal, state or local taxes required by
law to be so withheld. The Company's obligation to deliver a certificate
representing the Common Stock acquired upon exercise of the Option is subject to
the payment by Optionee of any applicable federal, state and local withholding
tax.
2
10. Legends.
--------
Certificates representing Common Stock acquired upon exercise of this
Option may contain such legends and transfer restrictions as the Company shall
deem reasonably necessary or desirable, including, without limitation, legends
restricting transfer of the Common Stock until there has been compliance with
federal and state securities laws and until Optionee or any other holder of the
Common Stock has paid the Company such amounts as may be necessary in order to
satisfy any withholding tax liability of the Company resulting from a
disqualifying disposition described in Section 422(a) of the Code.
11. Employee Benefits.
------------------
Optionee agrees that the grant and vesting of the Option and the Limited
SAR, the receipt of shares of Common Stock upon exercise of the Option and the
receipt of cash upon exercise of the Limited SAR constitute special incentive
compensation that will not be taken into account as "salary" or "compensation"
or "bonus" in determining the amount of any payment under any pension,
retirement, profit sharing or other remuneration plan of the Company.
12. Amendment.
----------
Subject to the terms and conditions of the Plan, the Committee may modify,
extend or renew the Option and the Limited SAR, or accept the surrender of the
Option and the Limited SAR to the extent not theretofore exercised and authorize
the granting of new Options and Limited SARs in substitution therefor, except
that no such action shall diminish or impair the rights under the Option or the
Limited SAR without the consent of the Optionee.
13. Interpretation.
---------------
The interpretations and constructions of any provision of and
determinations on any question arising under the Plan or this Agreement shall be
made by the Committee, and all such interpretations, constructions and
determinations shall be final and conclusive as to all parties.
14. Receipt of Plan.
---------------
By entering into this Agreement, Optionee acknowledges (i) that he or she
has received and read a copy of the Plan and (ii) that this Agreement is subject
to and shall be construed in accordance with the terms and conditions of the
Plan, as now or hereinafter in effect.
3
15. Governing Law.
--------------
This Agreement shall be construed and shall take effect in accordance with
the laws of the State of Colorado, without regard to the conflicts of laws rules
of such State.
16. Miscellaneous.
--------------
This Agreement constitutes the entire understanding and agreement of the
parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements or understandings, inducements or conditions, express
or implied, written or oral, between the parties with respect hereto. If any
provision of this Agreement, or the application thereof, shall for any reason
and to any extent be invalid or unenforceable, the remainder of this Agreement
and the application of such provision to other circumstances shall be
interpreted so as best to reasonably effect the intent of the parties hereto.
All notices or other communications which are required to be given or may be
given to either party pursuant to the terms of this Agreement shall be in
writing and shall be delivered personally or by registered or certified mail,
postage prepaid, to the address of the parties as set forth following the
signature of such party. Notice shall be deemed given on the date of delivery in
the case of personal delivery or on the delivery or refusal date as specified on
the return receipt in the case of registered or certified mail. Either party may
change its address for such communications by giving notice thereof to the other
party in conformity with this Section 16.
4
IN WITNESS WHEREOF, the Company by a duly authorized officer of the Company
and Optionee have executed this Agreement on ____________________, effective as
of the date of grant.
RACOM SYSTEMS, INC.
By:
-------------------------------
Title:
-----------------------------
Address:
--------------------------
-----------------------------------
-----------------------------------
OPTIONEE
-----------------------------------
Address:
--------------------------
-----------------------------------
-----------------------------------
5
SCHEDULES
to
INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEES
(With Limited Stock Appreciation Rights)
Schedule
--------
3A Number of Shares of Stock:
-------------------------- ------------------------------------------------
3B Purchase Price per Share:
------------------------- ------------------------------------------------
4 Expiration Date:
---------------- ----------------------------------------------------------
6 Vesting Schedule:
----------------
Cumulative Number of Options and Limited SARs
Date Which Have Become Exercisable
-------- -------------
-------- -------------
-------- -------------
Additional Conditions to Vesting: Notwithstanding the foregoing, no portion
of the Option or the Limited SAR shall be vested and exercisable until the
following conditions have been satisfied:
6
NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES
(Without Limited Stock Appreciation Rights)
OPTIONEE:
-----------------------------
DATE OF GRANT:
-------------------------
AGREEMENT between Racom Systems, Inc. (the "Company"), and the above named
Optionee ("Optionee"), an employee of the Company or a Subsidiary thereof.
The Company and Optionee agree as follows:
1. Grant of Option.
----------------
Optionee is hereby granted a Nonqualified Stock Option (the "Option") to
purchase Common Stock of the Company pursuant to the Racom Systems, Inc. 1993
Employee Stock Plan (the "Plan"). The Option is not intended to qualify as an
Incentive Stock Option within the meaning of Section 422 of the Code. The Option
and this Agreement are subject to and shall be construed in accordance with the
terms and conditions of the Plan, as now or hereinafter in effect. Any terms
which are used in this Agreement without being defined and which are defined in
the Plan shall have the meaning specified in the Plan.
2. Date of Grant.
--------------
The date of the grant of the Option is the date first set forth above, the
date of the action by the Committee which administers the Plan (the "Committee")
in granting the same.
3. Number and Price of Shares.
---------------------------
The number of shares as to which the Option is granted is the number set
forth in Schedule 3A to this Agreement. The purchase price per share is the
amount set forth in Schedule 3B to this Agreement.
4. Expiration Date.
----------------
Unless sooner terminated as provided in Section 5.4 or Section 13 of the
Plan, the Option shall expire and terminate on the date set forth in Schedule 4
to this Agreement, and in no event shall the Option be exercisable after that
date.
5. Manner of Exercise.
-------------------
Except as provided in this Agreement, the Option shall be exercisable, in
whole or in part, from time to time, in the manner provided in Section 8 of the
Plan.
6. Time of Exercise.
-----------------
The Option granted hereby shall become vested in and exercisable by
Optionee in the installments, on the dates and subject to the conditions set
forth in Schedule 6; provided, however, that Optionee must have been
continuously employed by the Company or a Subsidiary thereof from the date of
grant of the Option until the date specified on Schedule 6 or until the
conditions specified on Schedule 6 have been satisfied.
7. Stock Restriction Agreement.
----------------------------
Upon exercise of the Option, the Optionee shall execute and deliver to the
Company a Stock Restriction Agreement in substantially the form attached to this
Agreement as Exhibit A. Execution and delivery of the Stock Restriction
Agreement prior to the transfer or delivery of any shares and prior to the
expiration of the option period shall be a condition precedent to the right to
purchase such shares.
8. Nontransferability of Option.
-----------------------------
The Option is not transferable by Optionee other than by Will or the laws
of descent and distribution, and the Option shall be exercisable during
Optionee's lifetime only by Optionee. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Option contrary to the
provisions hereof, or upon the levy of any attachment or similar process upon
the Option, the Option shall immediately become null and void.
9. Withholding for Taxes.
----------------------
Optionee shall reimburse the Company, in cash or by certified or bank
cashier's check, for any federal, state or local taxes required by law to be
withheld with respect to the exercise of the Option. The Company shall have the
right to deduct from any salary or other payments to be made to Optionee any
federal, state or local taxes required by law to be so withheld. The Company's
obligation to deliver a certificate representing the Common Stock acquired upon
exercise of the Option is subject to the payment by Optionee of any applicable
federal, state and local withholding tax.
10. Legends.
--------
Certificates representing Common Stock acquired upon exercise of this
Option may contain such legends and transfer restrictions as the Company shall
deem reasonably necessary or desirable, including, without limitation, legends
restricting transfer of the Common Stock until there has been compliance with
federal and state securities laws.
2
11. Employee Benefits.
------------------
Optionee agrees that the grant and vesting of the Option and receipt of
shares of Common Stock upon exercise of the Option constitute special incentive
compensation that will not be taken into account as "salary" or "compensation"
or "bonus" in determining the amount of any payment under any pension,
retirement, profit sharing or other remuneration plan of the Company.
12. Amendment.
----------
Subject to the terms and conditions of the Plan, the Committee may modify,
extend or renew the Option, or accept the surrender of the Option to the extent
not theretofore exercised and authorize the granting of new Options in
substitution therefor, except that no such action shall diminish or impair the
rights under the Option without the consent of the Optionee.
13. Interpretation.
---------------
The interpretations and constructions of any provision of and
determinations on any question arising under the Plan or this Agreement shall be
made by the Committee, and all such interpretations, constructions and
determinations shall be final and conclusive as to all parties.
14. Receipt of Plan.
----------------
By entering into this Agreement, Optionee acknowledges (i) that he or she
has received and read a copy of the Plan and (ii) that this Agreement is subject
to and shall be construed in accordance with the terms and conditions of the
Plan, as now or hereinafter in effect.
15. Governing Law.
--------------
This Agreement shall be construed and shall take effect in accordance with
the laws of the State of Colorado, without regard to the conflicts of laws rules
of such State.
16. Miscellaneous.
--------------
This Agreement constitutes the entire understanding and agreement of the
parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements or understandings, inducements or conditions, express
or implied, written or oral, between the parties with respect hereto. If any
provision of this Agreement, or the application thereof, shall for any reason
and to any extent be invalid or unenforceable, the remainder of this Agreement
and the application of such provision to other circumstances shall be
interpreted so as best to reasonably effect the intent of the parties hereto.
3
All notices or other communications which are required to be given or may be
given to either party pursuant to the terms of this Agreement shall be in
writing and shall be delivered personally or by registered or certified mail,
postage prepaid, to the address of the parties as set forth following the
signature of such party. Notice shall be deemed given on the date of delivery in
the case of personal delivery or on the delivery or refusal date as specified on
the return receipt in the case of registered or certified mail. Either party may
change its address for such communications by giving notice thereof to the other
party in conformity with this Section 16.
IN WITNESS WHEREOF, the Company by a duly authorized officer of the Company
and Optionee have executed this Agreement on _____________, effective as of the
date of grant.
RACOM SYSTEMS, INC.
By:
-------------------------------
Title:
----------------------------
Address:
--------------------------
-----------------------------------
-----------------------------------
OPTIONEE
-----------------------------------
Address:
--------------------------
-----------------------------------
-----------------------------------
4
SCHEDULES
to
NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES
(Without Limited Stock Appreciation Rights)
Schedule
--------
3A Number of Shares of Stock:
-------------------------- -----------------------------------------------
3B Purchase Price per Share:
------------------------- -----------------------------------------------
4 Expiration Date:
---------------- --------------------------------------------------------
6 Vesting Schedule:
----------------- --------------------------------------------------------
Cumulative Number of Options
Date Which Have Become Exercisable
---- -----------------------------
-------- ---------
-------- ---------
-------- ---------
-------- ---------
-------- ---------
Additional Conditions to Vesting: Notwithstanding the foregoing, no portion
of the Option shall be vested and exercisable until the following conditions
have been satisfied:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES
(With Limited Stock Appreciation Rights)
OPTIONEE:
--------------------------------
DATE OF GRANT:
---------------------------
AGREEMENT between Racom Systems, Inc. (the "Company"), and the above named
Optionee ("Optionee"), an employee of the Company or a Subsidiary thereof.
The Company and Optionee agree as follows:
1. Grant of Option and Limited SARs.
---------------------------------
Optionee is hereby granted (i) a Nonqualified Stock Option to purchase
Common Stock of the Company (the "Option") and (ii) Limited SARs with respect to
all of the shares of Common Stock covered by the Option (the "Limited SAR").
Such grant is made pursuant to the Racom Systems, Inc. 1993 Employee Stock Plan
(the "Plan"). The Option, the Limited SAR and this Agreement are subject to and
shall be construed in accordance with the terms and conditions of the Plan, as
now or hereinafter in effect. Any terms which are used in this Agreement without
being defined and which are defined in the Plan shall have the meaning specified
in the Plan.
2. Date of Grant.
--------------
The date of the grant of the Option and the Limited SAR is the date first
set forth above, the date of the action by the Committee which administers the
Plan (the "Committee") in granting the same.
3. Number and Price of Shares.
---------------------------
The number of shares as to which the Option and the Limited SAR is granted
is the number set forth in Schedule 3A to this Agreement. The purchase price per
share is the amount set forth in Schedule 3B to this Agreement.
4. Expiration Date.
----------------
Unless sooner terminated as provided in Section 5.4 or Section 13 of the
Plan, the Option and the Limited SAR shall expire and terminate on the date set
forth in Schedule 4 to this Agreement, and in no event shall the Option or the
Limited SAR be exercisable after that date.
5. Manner of Exercise.
-------------------
Except as provided in this Agreement, the Option and the Limited SAR shall
be exercisable, in whole or in part, from time to time, in the manner provided
in Sections 8 and 12.2 of the Plan.
6. Time of Exercise.
-----------------
The Option and the Limited SAR granted hereby shall become vested in and
exercisable by Optionee in the installments, on the dates and subject to the
conditions set forth in Schedule 6; provided, however, that Optionee must have
been continuously employed by the Company or a Subsidiary thereof from the date
of grant of the Option and the Limited SAR until the date specified on Schedule
6 or until the conditions specified on Schedule 6 have been satisfied.
7. Stock Restriction Agreement.
----------------------------
Upon exercise of the Option, the Optionee shall execute and deliver to the
Company a Stock Restriction Agreement in substantially the form attached to this
Agreement as Exhibit A. Execution and delivery of the Stock Restriction
Agreement prior to the transfer or delivery of any shares and prior to the
expiration of the option period shall be a condition precedent to the right to
purchase such shares.
8. Nontransferability of Option and the Limited SAR.
-------------------------------------------------
The Option and the Limited SAR is not transferable by Optionee other than
by Will or the laws of descent and distribution, and the Option and the Limited
SAR shall be exercisable during Optionee's lifetime only by Optionee. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the
Option or the Limited SAR contrary to the provisions hereof, or upon the levy of
any attachment or similar process upon the Option or the Limited SAR, the Option
and the Limited SAR shall immediately become null and void.
9. Withholding for Taxes.
----------------------
Optionee shall reimburse the Company, in cash or by certified or bank
cashier's check, for any federal, state or local taxes required by law to be
withheld with respect to the exercise of the Option or the Limited SAR. The
Company shall have the right to deduct from any salary or other payments to be
made to Optionee any federal, state or local taxes required by law to be so
withheld. The Company's obligation to deliver a certificate representing the
Common Stock acquired upon exercise of the Option is subject to the payment by
Optionee of any applicable federal, state and local withholding tax.
2
10. Legends.
--------
Certificates representing Common Stock acquired upon exercise of this
Option may contain such legends and transfer restrictions as the Company shall
deem reasonably necessary or desirable, including, without limitation, legends
restricting transfer of the Common Stock until there has been compliance with
federal and state securities laws.
11. Employee Benefits.
-------------------
Optionee agrees that the grant and vesting of the Option and the Limited
SAR, the receipt of shares of Common Stock upon exercise of the Option and the
receipt of cash upon exercise of the Limited SAR constitute special incentive
compensation that will not be taken into account as "salary" or "compensation"
or "bonus" in determining the amount of any payment under any pension,
retirement, profit sharing or other remuneration plan of the Company.
12. Amendment.
----------
Subject to the terms and conditions of the Plan, the Committee may modify,
extend or renew the Option and the Limited SAR, or accept the surrender of the
Option and the Limited SAR to the extent not theretofore exercised and authorize
the granting of new Options and Limited SARs in substitution therefor, except
that no such action shall diminish or impair the rights under the Option or the
Limited SAR without the consent of the Optionee.
13. Interpretation.
---------------
The interpretations and constructions of any provision of and
determinations on any question arising under the Plan or this Agreement shall be
made by the Committee, and all such interpretations, constructions and
determinations shall be final and conclusive as to all parties.
14. Receipt of Plan.
----------------
By entering into this Agreement, Optionee acknowledges (i) that he or she
has received and read a copy of the Plan and (ii) that this Agreement is subject
to and shall be construed in accordance with the terms and conditions of the
Plan, as now or hereinafter in effect.
3
15. Governing Law.
--------------
This Agreement shall be construed and shall take effect in accordance with
the laws of the State of Colorado, without regard to the conflicts of laws rules
of such State.
16. Miscellaneous.
--------------
This Agreement constitutes the entire understanding and agreement of the
parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements or understandings, inducements or conditions, express
or implied, written or oral, between the parties with respect hereto. If any
provision of this Agreement, or the application thereof, shall for any reason
and to any extent be invalid or unenforceable, the remainder of this Agreement
and the application of such provision to other circumstances shall be
interpreted so as best to reasonably effect the intent of the parties hereto.
All notices or other communications which are required to be given or may be
given to either party pursuant to the terms of this Agreement shall be in
writing and shall be delivered personally or by registered or certified mail,
postage prepaid, to the address of the parties as set forth following the
signature of such party. Notice shall be deemed given on the date of delivery in
the case of personal delivery or on the delivery or refusal date as specified on
the return receipt in the case of registered or certified mail. Either party may
change its address for such communications by giving notice thereof to the other
party in conformity with this Section 16.
4
IN WITNESS WHEREOF, the Company by a duly authorized officer of the Company
and Optionee have executed this Agreement on _____________, effective as of the
date of grant.
RACOM SYSTEMS, INC.
By:
-------------------------------
Title:
----------------------------
Address:
--------------------------
-----------------------------------
-----------------------------------
OPTIONEE
-----------------------------------
Address:
--------------------------
-----------------------------------
-----------------------------------
5
SCHEDULES
to
NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES
(Without Limited Stock Appreciation Rights)
Schedule
--------
3A Number of Shares of Stock:
-------------------------- -----------------------------------------------
3B Purchase Price per Share:
------------------------- -----------------------------------------------
4 Expiration Date:
---------------- --------------------------------------------------------
6 Vesting Schedule:
----------------- --------------------------------------------------------
Cumulative Number of Options
Date and LImited SARs
Which Have Become Exercisable
---- -----------------------------
-------- ---------
-------- ---------
-------- ---------
-------- ---------
-------- ---------
Additional Conditions to Vesting: Notwithstanding the foregoing, no portion
of the Option or the Limited SAR shall be vested and exercisable until the
following conditions have been satisfied:
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6
RESTRICTED STOCK AGREEMENT FOR EMPLOYEES
GRANTEE:
-----------------------------------
DATE OF GRANT:
----------------------------
AGREEMENT between Racom Systems, Inc. (the "Company"), and the above named
Grantee ("Grantee"), an employee of the Company or a Subsidiary thereof.
The Company and Grantee agree as follows:
1. Grant of Restricted Stock.
--------------------------
Optionee is hereby granted Restricted Stock (the "Restricted Stock Award")
pursuant to the Racom Systems, Inc. 1993 Employee Stock Plan (the "Plan"). The
Restricted Stock Award and this Agreement are subject to and shall be construed
in accordance with the terms and conditions of the Plan, as now or hereinafter
in effect. Any terms which are used in this Agreement without being defined and
which are defined in the Plan shall have the meaning specified in the Plan.
2. Date of Grant.
--------------
The date of the grant of the Restricted Stock Award is the date first set
forth above, the date of the action by the Committee which administers the Plan
(the "Committee") in granting the same.
3. Number and Price of Shares.
---------------------------
The number of shares as to which the Restricted Stock Award is granted is
the number set forth in Schedule 3A to this Agreement. The purchase price per
share of Restricted Stock, if any, is the amount set forth in Schedule 3B to
this Agreement. The Restricted Stock Award shall expire and shall be null and
void to the extent Grantee fails to pay the purchase price of the Restricted
Stock, if any, by the 30th day following the date of grant.
4. Vesting of Restricted Stock Award.
----------------------------------
The Restricted Stock Award shall become vested in the installments, on the
dates and subject to the conditions set forth in Schedule 4; provided, however,
that Grantee must have been continuously employed by the Company or a Subsidiary
thereof from the date of grant of the Restricted Stock Award until the date
specified on Schedule 4 or until the conditions specified on Schedule 4 have
been satisfied.
5. Issuance of Certificates.
--------------------------
The stock certificate or certificates representing the Restricted Stock
shall be registered in the name of Grantee but shall remain in the custody of
the Company. Grantee shall deposit with the Company stock powers or other
instruments of assignment, each endorsed in blank, so as to permit retransfer to
the Company of all or a portion of the Restricted Stock that shall be forfeited
in accordance with the Plan and this Agreement. As soon as practicable after
Grantee has satisfied any applicable restrictions, terms and conditions set
forth in the Plan or in this Agreement with respect to a Restricted Stock Award,
and subject to the provisions of Sections 10 and 11 of the Plan, the Company
shall issue or transfer to Grantee the number of shares of Common Stock as to
which the Restricted Stock Award has been satisfied and shall deliver to Grantee
a certificate or certificates therefor, registered in Grantee's name.
6. Forfeiture.
-----------
In the event that Grantee terminates employment with the Company for any
reason, including the death or disability of Grantee, or otherwise fails to meet
any conditions to the vesting of the Restricted Stock within the allotted time
period, any Restricted Stock held by Grantee as of the date of such termination
of employment, and any Restricted Stock subject to such conditions, shall be
forfeited to the Company. The Company shall, within ten days of such forfeiture,
pay to the Grantee the purchase price, if any, paid by the Grantee for the
shares of Restricted Stock so forfeited. The Company and its officers are
authorized to reflect the forfeiture of Restricted Stock on the books of the
Company.
7. Non-transferability.
--------------------
Grantee may not sell, assign, transfer, pledge, exchange, encumber or
dispose of the Restricted Stock Award or the right to receive the Restricted
Stock during the Restriction Period. Any attempt to transfer, pledge, exchange,
encumber or dispose of the Restricted Stock Award or the Restricted Stock,
contrary to the provisions hereof, and levy of any attachment or similar process
upon the Restricted Stock Award or the Restricted Stock, shall be null and void.
Furthermore, the Company shall not recognize or give effect to such transfers on
its books and records or recognize the person or persons to whom such purported
transfer has been made as the legal or beneficial owner of the Restricted Stock
Award or the Restricted Stock.
8. Withholding.
Grantee shall reimburse the Company, in cash or by certified or bank
cashier's check, within ten days after the vesting of any Restricted Stock for
any federal, state or local taxes required by law to be withheld. The Company
shall have the right to deduct from any salary or other payments to be made to
Grantee any federal, state or local taxes required by law to be so withheld. The
Company's obligation to deliver a certificate representing the Restricted Stock
following vesting shall be subject to the payment by Grantee of any applicable
federal, state and local withholding tax.
2
9. Legends.
--------
Certificates representing shares of Restricted Stock shall bear the
following legend:
NOTICE OF RESTRICTIONS ON TRANSFER
----------------------------------
THIS CERTIFICATE AND THE SHARES OF STOCK REPRE SENTED HEREBY ARE
SUBJECT TO THE PROVISIONS OF THE COMPANY'S 1993 EMPLOYEE STOCK PLAN
AND A RESTRICTED STOCK AGREEMENT, WHEREBY THE XXXX SFER IN ANY MANNER
OF SUCH SHARES OF STOCK OR ANY INTEREST THEREIN IS RESTRICTED AND THE
SHARES OF STOCK ARE SUBJECT TO FORFEITURE. A COPY OF SAID PLAN AND
SAID AGREEMENT IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY
WHERE IT MAY BE INSPECTED.
To the extent that restrictions on the Restricted Stock have lapsed,
certificates bearing the legend provided for herein may be submitted to the
Company, and the Company shall reissue such certificates free of such legend.
Certificates representing Restricted Stock and Common Stock acquired upon
vesting of the Restricted Stock may contain such further legends and transfer
restrictions as the Company shall deem reasonably necessary or desirable,
including, without limitation, legends restricting transfer until there has been
compliance with federal and state securities laws.
10. Stock Restriction Agreement.
----------------------------
Concurrent with the execution of this Agreement, Grantee shall execute and
deliver to the Company a Stock Restriction Agreement in substantially the form
attached to this Agreement as Exhibit A. Execution and delivery of the Stock
Restriction Agreement shall be a condition precedent to the right to receive the
Restricted Stock Award.
11. Employee Benefits.
Grantee agrees that the Restricted Stock Award and vesting of Restricted
Stock constitute special incentive compensation that will not be taken into
account as "salary" or "compensation" or "bonus" in determining the amount of
any payment under any pension, retirement, profit sharing or other remuneration
plan of the Company.
3
12. Interpretation.
---------------
The interpretations and constructions of any provision of and
determinations on any question arising under the Plan or this Agreement shall be
made by the Committee and all such interpretations, constructions and
determinations shall be final and conclusive as to all parties.
13. Receipt of Plan.
----------------
By entering into this Agreement, Grantee acknowledges (i) that he or she
has received and read a copy of the Plan and (ii) that this Agreement is subject
to and shall be construed in accordance with the terms and conditions of the
Plan, as now or hereinafter in effect.
14. Governing Law.
--------------
This Agreement shall be construed and shall take effect in accordance with
the laws of the State of Colorado, without regard to the conflicts of laws rules
of such State.
15. Miscellaneous.
--------------
This Agreement constitutes the entire understanding and agreement of the
parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements or understandings, inducements or conditions, express
or implied, written or oral, between the parties with respect hereto. If any
provision of this Agreement, or the application thereof, shall for any reason
and to any extent be invalid or unenforceable, the remainder of this Agreement
and the application of such provision to other circumstances shall be
interpreted so as best to reasonably effect the intent of the parties hereto.
All notices or other communications which are required to be given or may be
given to either party pursuant to the terms of this Agreement shall be in
writing and shall be delivered personally or by registered or certified mail,
postage prepaid, to the address of the parties as set forth following the
signature of such party. Notice shall be deemed given on the date of delivery in
the case of personal delivery or on the delivery or refusal date as specified on
the return receipt in the case of registered or certified mail. Either party may
change its address for such communications by giving notice thereof to the other
party in conformity with this Section 15.
4
IN WITNESS WHEREOF, the Company by a duly authorized officer of the Company
and Grantee have executed this Agreement on _____________, effective as of the
date of grant.
RACOM SYSTEMS, INC.
By:
-------------------------------
Title:
----------------------------
Address:
--------------------------
-----------------------------------
-----------------------------------
OPTIONEE
-----------------------------------
Address:
--------------------------
-----------------------------------
-----------------------------------
5
SCHEDULES
to
RESTRICTED STOCK AGREEMENT FOR EMPLOYEES
Schedule
--------
3A Number of Shares of Stock:
------------------------- ------------------------------------------------
3B Purchase Price per Share:
------------------------- ------------------------------------------------
4 Vesting:
-------
Cumulative Number of Shares
Date Which Have Become Vested
-------- ---------
-------- ---------
-------- ---------
Additional Conditions to Vesting: Notwithstanding the foregoing, the
Restricted Stock shall be subject to the following additional conditions upon
vesting:
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