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EXHIBIT 10.6
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE PERCEPTRON, INC.
1998 GLOBAL TEAM MEMBER STOCK OPTION PLAN
THIS STOCK OPTION AGREEMENT made this day of , 19 , by and
between Perceptron, Inc., a Michigan corporation (the "Company"), and
, who is currently employed by the Company or one of its
subsidiaries (the "Optionee").
1. GRANT OF OPTION. Subject to the terms and conditions hereof, the
Company hereby grants to the Optionee an option to purchase from the Company up
to, but not exceeding in the aggregate, shares of the Company's Common
Stock at a price of $ per share.
2. RIGHT TO EXERCISE OPTION. The Optionee may purchase from the
Company on and after the first (1st) anniversary of the date of grant, 25% of
the shares covered by this option, and on each succeeding one year anniversary
thereof, may exercise an additional 25% of the shares covered by the option, so
that on the fourth (4th) anniversary of the date of grant this option shall be
fully exercisable. Notwithstanding any provision of this Agreement, no portion
of this option shall be exercisable on or after the tenth (10th) anniversary of
the date of grant.
3. TERMINATION OF EMPLOYMENT. If, prior to the date on which this
option first shall become exercisable, the Optionee's employment with the
Company or any of its subsidiaries is terminated for any reason, the Optionee's
right to exercise this option shall terminate and all rights hereunder shall
cease. As used in this Agreement, the term "subsidiary" of the Company means any
"subsidiary corporation" as defined in Section 424(f) of the Code, the term
"employment" means employment with the Company or any subsidiary of the Company,
and the term "disability" means "total and permanent disability," as defined in
Section 22(e) of the Code.
If, on or after the date on which this option first shall become
exercisable, the Optionee's employment is terminated for any reason other than
death or disability, the Optionee shall have the right to exercise this option,
to the extent that it was exercisable and unexercised on the date of the
Optionee's termination of employment, at any time on or before the earlier of:
(i) the expiration date of the option, or (ii) three (3) months after the date
of such termination of employment, subject to any other limitation on the
exercise of such option in effect on the date of exercise.
If, on or after the date on which this option first shall become
exercisable, the Optionee's employment is terminated due to the Optionee's death
or disability, the Optionee, the executor or the administrator of the estate of
the Optionee, or the person(s) to whom the option has been transferred by will
or by the laws of descent and distribution, shall have the right to exercise
this
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option at any time on or before the earlier of: (i) the expiration date of the
option, or (ii) one (1) year from the date of the Optionee's death or
disability, to the extent that the option was exercisable and unexercised on the
date of the Optionee's death or disability, subject to any other limitation on
the exercise of such option in effect on the date of exercise.
For purposes of this Agreement, the transfer of an Optionee to/from the
Company to/from any of its subsidiaries, shall not constitute a termination of
employment. In addition, a leave of absence by an Optionee shall not constitute
a termination of employment, provided the Optionee obtains the prior written
consent of the Company for such leave of absence.
Notwithstanding the provisions contained in Section 2 "Right to
Exercise Option" and Section 3 "Termination of Employment" of this Agreement,
if, in connection with any merger, consolidation, or sale or transfer by the
Company of substantially all of its assets, this option is not assumed or
continued by the surviving corporation or the purchaser, the date of termination
of this option and the date on or after which this option, or any portion
thereof not then exercisable, may be exercised, shall be advanced to a date to
be fixed by the Company's Management Development, Compensation and Stock Option
committee, or such other committee as determined by the Board of Directors (the
"Committee"), which date shall not be more than 15 days prior to such merger,
consolidation, or sale or transfer; provided however, that the Committee shall
have the right, at any time prior to the occurrence of such merger,
consolidation or sale or transfer, to modify the provisions of this paragraph,
including the termination of all of the Optionee's rights set forth in this
paragraph, to the extent required under applicable accounting and Securities and
Exchange Commission rules, regulations, policies, guidelines or other similar
requirements, to permit the Company to account for a then contemplated business
combination under pooling-of-interests accounting.
4. EXERCISE OF OPTION.
(a) At any time during which this option may be exercised as provided
in this Agreement, the Optionee may exercise any portion of this option which is
then exercisable, in whole or in part, by delivering a written notice to the
Company, in the form attached hereto, signed by the Optionee.
(b) In addition, the Optionee shall deliver, on the date of exercise:
(i) cash, personal check, bank draft or money order equal to
the purchase price of the shares being purchased,
(ii) such documents as are or may be required to effect a
cashless exercise pursuant to Section 5.3 of the 1998 Global Team Member Stock
Option Plan (the "Plan"), or
(iii) Permitted Shares with a fair market value (determined
as of the date of exercise of the option and as defined in the Plan) equal to
the purchase price of the shares being purchased (the "Delivered Shares Method")
pursuant to Section 5.3 of the Plan.
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(c) "Permitted Shares" are shares of Company Common Stock to be
delivered to pay the exercise price of the option (the "Delivered Shares"):
(i) which have been owned by the Optionee for at least six
(6) months prior to the date of delivery, or
(ii) if they have not been owned by the Optionee for at least
six (6) months prior to the date of delivery, the Optionee then owns, and has
owned for at least six (6) months prior thereto, a number of shares of Company
Common Stock at least equal in number to the Delivered Shares.
(d) Shares which have been counted during the prior six (6) months as
owned by the Optionee, for purposes of determining whether the Optionee may
exercise options to purchase Common Stock pursuant to the Delivered Shares
Method, may not be used as Delivered Shares and may not be counted as owned by
the Optionee for purposes of making calculations under the Delivered Shares
Method.
5. COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any provision in
this Agreement to the contrary, the Company's obligation to sell and deliver
stock under this option is subject to such compliance with federal, state and
foreign laws, rules and regulations applying the authorization, issuance or sale
of securities, and applicable stock exchange requirements, as the Company deems
necessary or advisable.
6. NON-ASSIGNABILITY. The option hereby granted shall not be
transferable by the Optionee other than by will or by the laws of descent and
distribution, and the option may be exercised only during the Optionee's
lifetime by the Optionee. Any person to whom this option is transferred shall
take such option subject to the terms and conditions of this Agreement. No such
transfer of an option shall be effective to bind the Company unless the Company
is furnished with written notice of the transfer, and a copy of the will and/or
such other evidence as the Company may deem necessary to establish the validity
of the transfer and the acceptance by the transferee(s) of the terms and
conditions of this Agreement. No assignment or transfer of this option, or of
the rights represented thereby, whether voluntary or involuntary, by operation
of law or otherwise, shall vest in the purported assignee or transferee any
interest or right herein whatsoever, except to the extent an Optionee makes a
transfer by will or by the laws of descent and distribution.
7. DISPUTES. The granting of this option under this Agreement is
conditioned upon the agreement by the Optionee, and the Optionee's successors
and assigns, that any dispute or disagreement which may arise under or as a
result of this Agreement shall be resolved by the Committee in its sole
discretion and judgment, and that any such determination or interpretation by
the Committee of the terms of this Agreement shall be final, binding and
conclusive for all purposes.
8. ADJUSTMENTS. In the event of any stock dividend on the Common
Stock, subdivision or combination of shares of the Common Stock, or
reclassification of the Common Stock, and in the
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event of a merger, consolidation, share exchange, reorganization,
recapitalization or other change in the capitalization of the Company directly
affecting the outstanding Common Stock, the rights of the Optionee shall be
determined pursuant to Section 8 of the Plan and any adjustment to this option
shall be made in accordance with Section 8 of the Plan.
9. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a
shareholder of the Company with respect to any of the shares covered by this
option until the certificate(s) are issued upon the exercise of the option, in
full or in part, and then only with respect to the shares represented by such
certificate(s).
10. NOTICES. Any notice which relates to this Agreement shall be made
in writing and if such notice is mailed, it shall be mailed by either registered
or certified mail, with return receipt requested. Any notice to the Company
either shall be delivered or addressed to the Secretary of the Company at the
Company's headquarters. Any notice by the Company to the Optionee shall be
delivered to the Optionee personally or addressed to the Optionee at the
Optionee's last known address, as then contained in the records of the Company,
or such other address as the Optionee may designate. Either party may designate
a different address to which notices shall be addressed, provided the other
party has received sufficient notification of such designation. Any notice given
by the Company to an Optionee at the Optionee's last designated address shall be
effective to bind any other person who shall acquire any rights hereunder.
11. "OPTIONEE" TO INCLUDE CERTAIN TRANSFEREES. Whenever the word
"Optionee" is used in any provision of this Agreement under circumstances in
which the provision logically should apply to any other person(s) to whom the
option, in accordance with the provisions of Section 6 hereof, may be
transferred, the word "Optionee" shall be deemed to include such other
person(s).
12. GOVERNING LAW. This Agreement is made under and shall be
construed in accordance with the laws of the State of Michigan.
13. PROVISIONS OF PLAN CONTROLLING. The provisions of this Agreement
are subject to the terms and provisions of the Plan. Copies of the Plan are
available for review upon request. In the event a conflict arises between the
provisions of this option and the provisions of the Plan, the provisions of the
Plan shall control, except to the extent that the provisions of this option
limit or restrict the rights of an Optionee to a greater extent than that which
is set forth in the Plan.
14. WITHHOLDING. The Optionee hereby authorizes the Company to
withhold from his compensation or agrees to tender the applicable amount to the
Company to satisfy any requirements for withholding of income and employment
taxes in connection with the exercise of the option granted hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PERCEPTRON, INC.
By:
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Title:
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-------------------------------, OPTIONEE
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NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
UNDER THE PERCEPTRON, INC.
1998 GLOBAL TEAM MEMBER STOCK OPTION PLAN
Perceptron, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Dear Sir:
A non-qualified stock option was granted to me on , 19 to
purchase shares of Perceptron, Inc. Common Stock at a price of
$ per share.
I hereby elect to exercise my non-qualified stock option with respect
to shares for an aggregate purchase price of $ . I hereby
elect to pay for such shares as follows:
Personal Check $
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Cash $
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Bank Draft $
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Money Order $
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Cashless Exercise $
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Perceptron Common Stock $
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Total $
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[A personal check [or cash, bank draft or money order] for the purchase
price [is enclosed herewith.]
[Documents as are required to effect a cashless exercise are enclosed.]
[I hereby elect to exercise my stock option with respect to
shares through a combination of cash payments and shares of Perceptron, Inc.
Common Stock, as described on the attached Exhibit A. A personal check for the
purchase price to be paid in cash is enclosed herewith. Certificates for
shares of Perceptron, Inc. Common Stock are enclosed herewith,
along with a duly executed stock power in proper form for transfer, with all
signatures properly guaranteed by a national bank or member firm of the NYSE or
AMEX. [I represent that the shares of Perceptron, Inc. Common Stock enclosed
herewith have been owned by me for more than six months.] or [I currently own
more than shares of Perceptron, Inc. Common Stock
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which have been owned by me for more than six months]. Such shares have not been
counted during the prior six months as owned by me for purposes of determining
whether I may exercise options to purchase Common Stock pursuant to the
Delivered Shares Method.]
I represent that the shares of stock that I am purchasing upon this
exercise of my option are being purchased for investment purposes and not with a
view to resale. This representation shall not be binding upon me if the shares
of Common Stock that I am purchasing are subject to an effective Registration
Statement under the Securities Act of 1933.
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Optionee
Dated: , 19
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