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Exhibit 10.2
NON-QUALIFIED STOCK OPTION AGREEMENT
1. Definitions. For purposes of this Agreement, the following terms, when
capitalized, shall have the meanings set forth below.
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Affiliate" means any entity other than the Subsidiaries in which
the Company has a substantial direct or indirect equity interest, as determined
by the Committee.
(c) "Board" means the board of directors of the Company.
(d) "Change of Control" shall mean, the occurrence of any of the
following events:
(i) the acquisition in one or more transactions by any
"Person" (as such term is used for purposes of Section 13(d) or Section 14(d) of
the Act) but excluding, for this purpose, the Company or its Subsidiaries and
Affiliates or any employee benefit plan of the Company or its Subsidiaries and
Affiliates, of "Beneficial Ownership" (within the meaning of Rule 13d-3 under
the Act) of thirty percent (30%) or more of the combined voting power of the
Company's then outstanding voting securities (the "Voting Securities"), at a
time when the "Beneficial Ownership" (within the meaning of Rule 13d-3 under the
Act) of Berwind Group Partners or its affiliates is less than thirty percent
(30%) of the combined voting power of the Company's then outstanding Voting
Securities;
(ii) the individuals who, as of the effective date of the
merger of SLC Technologies Inc. into the Company, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that if the election, or nomination for election by
the Company's shareholders, of any new director was approved by a vote of at
least a majority of the Incumbent Board, such new director shall be considered
as a member of the Incumbent Board, and provided further that any reductions in
the size of the Board that are instituted voluntarily by the Incumbent Board
shall not constitute a Change of Control, and after any such reduction the
"Incumbent Board" shall mean the Board as so reduced;
(iii) a merger or consolidation involving the Company if the
shareholders of the Company, immediately before such merger or consolidation, do
not own, directly or indirectly, immediately following such merger or
consolidation, more than thirty percent (30%) of the combined voting power of
the outstanding Voting Securities of the corporation resulting from such merger
or consolidation or a complete liquidation or dissolution of the Company or a
sale or other disposition of all or substantially all of the assets of the
Company; or
(iv) acceptance by shareholders of the Company of shares in a
share exchange if the shareholders of the Company, immediately before such share
exchange, do not own, directly or indirectly, immediately following such share
exchange, more than thirty percent (30%) of the combined voting power of the
outstanding Voting Securities of the corporation resulting from such share
exchange.
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(e) "Committee" means the Compensation Committee of the Board.
(f) "Common Stock" means the common stock of the Company, par value
$.01 per share, or such other class or kind of shares or other securities
resulting from the application of Section 12 of the Agreement.
(g) "Company" means Interlogix, Inc., a Delaware corporation, or any
successor corporation.
(h) "Fair Market Value" means, on any given date:
(i) if the Common Stock is listed on an established stock
exchange or exchanges, the mean between the highest and lowest prices of actual
sales of Common Stock on the principal exchange on which it is traded on such
date, or if no sale was made on such date on such principal exchange, on the
last preceding day on which the Common Stock was traded;
(ii) if the Common Stock is not then listed on an exchange,
but is quoted on NASDAQ or a similar quotation system, the mean between the
closing bid and asked prices per Share as quoted on NASDAQ or similar quotation
system on such date;
(iii) if the Common Stock is not then listed on an exchange or
quoted on NASDAQ or a similar quotation system, the value, as determined in good
faith by the Committee.
(i) "Non-Qualified Stock Option" means an option not intended to be and
not designated by the Committee as an option which meets the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended.
(j) "Share" means a share of Common Stock.
(k) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50 percent or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
2. Background. Xxxxxx X. Xxxx (the "Optionee") is the Chairman of the Board. The
Company also previously engaged Optionee to provide services as an employee of
the Company pursuant to an employment agreement dated September 28, 1999 (the
"Employment Agreement"). The Company and Optionee mutually desired to terminate
their employment relationship upon the terms and conditions set forth by a
separation agreement dated June 29, 2000 (the "Separation Agreement").
3. Grant of Option. The Employment Agreement, as modified by the relevant
provisions of the Separation Agreement, provided for the grant to the Optionee
of an option (the "Option"). Subject to the terms and conditions set forth
herein, this Non-Qualified Stock Option Agreement (the "Agreement") hereby
confirms the grant of the Option on May 2, 2000 (the "Grant Date") to Optionee
to purchase up to 20,000 shares of Common Stock at an exercise price of $24.1875
per share (the "Exercise Price"). The Exercise Price reflects the Fair Market
Value of the Common Stock on the Grant Date. The Option is a Non-Qualified Stock
Option.
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4. Time of Exercise. On or after May 2, 2001, Optionee may exercise the Option
with respect to up to 50% of the Shares underlying the Option. On or after May
2, 2002, Optionee may exercise the Option with respect to up to 100% of the
Shares underlying the Option. On August 2, 2003, Optionee's right to exercise
any portion of the Option shall terminate absolutely.
5. Payment for Shares. Upon exercise of any portion of the Option and before
delivery of the Shares, full payment for the Shares purchased upon the exercise
shall be made in cash, or, subject to the approval of the Committee, by (a)
surrendering Shares that have been held by Optionee for at least six months and
have an aggregate Fair Market Value equal to the aggregate Exercise Price, (b)
delivering irrevocable instructions to a Company-designated broker to deliver
promptly to the Company sufficient funds to pay the aggregate Exercise Price, or
(c) any other method approved by the Committee.
6. Manner of Exercise. The Option shall be exercised by giving written notice of
exercise to the Company (Attn: Secretary of the Company) at the Company's office
in Austin, Texas. Such notice of exercise must include a statement of the
portion of the Option that is to be exercised and a statement of preference as
to the manner in which payment to the Company shall be made. Such notice shall
be deemed to have been given when hand-delivered, telecopied or mailed, first
class postage prepaid, and shall be irrevocable once given.
7. Issuance of Certificates. As promptly as is reasonably practicable after the
exercise of any portion of the Option, a certificate for the Shares issuable on
the exercise of such portion shall be delivered to Optionee or to his personal
representative, heir or legatee.
8. Transferability of Option. The Option may not be transferred, assigned or
pledged by Optionee otherwise than by will or the laws of descent and
distribution or be exercised other than by Optionee or, in the case of his
death, by his personal representative, heir or legatee; provided that, with the
consent of the Committee, Optionee may gift the Option, or some portion of the
Option, to an immediate family member, to a trust for the benefit of such
persons, or to a partnership in which only such persons are partners. The terms
of the Option shall not be affected by such transfer and the transferee shall
agree to be bound by such terms.
9. Rights Prior to Exercise. Neither Optionee nor his personal representative,
heir or legatee shall have any of the rights of a stockholder with respect to
any Common Stock underlying the Option until the date of the issuance to him or
her of a certificate for such Common Stock as provided herein.
10. Administration.
(a) The Agreement shall be administered by the Committee, which shall
have full power to interpret and administer the Agreement pursuant to this
Section 10.
(b) The Committee's powers shall include, but not be limited to, the
power to determine whether, to what extent and under what circumstances the
Option may be exchanged for cash, Common Stock or some combination thereof; to
determine whether, to what extent and under what circumstances Common Stock or
cash payable with respect to the Option shall be deferred, and to determine the
effect, if any, of a Change of Control of the Company upon the Option.
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(c) The Committee shall have the power to adopt such rules and
regulations, and establish such procedures, to facilitate carrying out the
provisions in the Agreement and to make changes in such regulations as it shall,
from time to time, deem advisable. The Committee shall have the full and final
authority in its sole discretion to interpret the provisions of the Agreement
and to decide all questions of fact arising in the application of the
Agreement's provisions, and to make all determinations necessary or advisable
for the administration of the Agreement. Any interpretation by the Committee of
the terms and provisions of the Agreement and the administration thereof, and
all action taken by the Committee, shall be final, binding, and conclusive for
all purposes.
11. Deferral Election. Notwithstanding any provision of the Agreement to the
contrary, Optionee may elect, with the concurrence of the Committee and
consistent with any rules and regulations established by the Committee, to defer
to a specified date the receipt of unrestricted Common Stock that Optionee would
otherwise be entitled to receive pursuant to the exercise of any portion of the
Option. Notwithstanding such an election, the Committee may distribute the
unrestricted Common Stock deferred by Optionee pursuant to this Section if the
Committee determines, in its discretion, that the continued deferral of Common
Stock hereunder is no longer in the best interest of the Company.
12. Adjustments upon Changes in Capitalization. In the event of a
reorganization, recapitalization, stock split, spin-off, split-off, split-up,
stock dividend, issuance of stock rights, combination of shares, merger,
consolidation or any other change in the corporate structure of the Company
affecting Common Stock, or any distribution to shareholders other than a cash
dividend, the Committee shall make appropriate adjustments to any outstanding
portion of the Option as it determines appropriate. These adjustments shall
include, but not be limited to, the number of Shares covered by, and the
Exercise Price of, the Option. No fractional Shares shall be issued pursuant to
such an adjustment. The Fair Market Value of any fractional Shares resulting
from adjustments pursuant to this Section shall, where appropriate, be paid in
cash to Optionee. The determinations and adjustments made by the Committee
pursuant to this Section shall be conclusive.
13. Change Of Control of the Company. Upon a Change of Control, the Committee
may in its discretion implement the following steps with respect to any
outstanding portion of the Option:
(a) Provide that the Option, or portion thereof, that is unexercised
and outstanding
(i) shall become immediately exercisable, or
(ii) shall immediately be canceled in exchange for a cash
payment in an amount equal to the excess, if any, of the Fair Market Value of
the Common Stock underlying the Option, or portion thereof, as of the date of
the Change of Control over the Exercise Price for the Option, or portion
thereof;
(b) Provide that the Option, or portion thereof, that is outstanding as
of the date of a Change of Control, shall be assumed by the successor
corporation, and shall be substituted with options involving the common stock of
the successor corporation. Provided, however, that the substitution of the
Option, or portion thereof, described under this subsection (b) shall occur only
if
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(i) the common stock of the successor corporation is traded on an established
stock exchange or exchanges, or will be so traded within 60 days of the Change
of Control and (ii) the terms and conditions of the substituted awards are no
less favorable than the Option; or
(c) Make no changes to any outstanding portion of the Option or take
such other actions as the Committee deems appropriate.
14. Effective Date, Termination and Amendments. This Agreement shall become
effective as of May 2, 2000, and shall remain in full force and effect until
August 3, 2003. The Committee may from time to time amend the terms of this
Agreement to the extent it deems appropriate; provided that any amendment
adverse to Optionee shall be effective only if consented to by Optionee in
writing.
15. Option Not to Affect Service. Neither this Agreement nor the Option granted
hereunder shall confer upon Optionee any right to continue in the service of the
Company, a Subsidiary or an Affiliate.
16. Headings. Section headings are included only for ease of reference. Headings
are not intended to constitute substantive provisions of the Agreement and shall
not be used to interpret the scope of this Agreement or the rights or
obligations of the Company in any way.
17. Severability. If any court of competent jurisdiction finds that any
provision contained in this Agreement is unenforceable, and such provision
cannot be amended so as to make it enforceable, such finding shall not affect
the enforceability of any of the other provisions contained herein.
18. Securities Laws. The Committee may from time to time impose any conditions
on the exercise of the Option as it deems necessary or advisable to ensure that
all rights granted under the Agreement satisfy the requirements of applicable
securities laws. Such conditions may include, without limitation, the partial or
complete suspension of the right to exercise the Option, or any portion thereof.
Optionee acknowledges that the Common Stock acquired pursuant to the Agreement
shall constitute "restricted securities," as such term is defined in Rule 144
under the Securities Act of 1933, as amended (the "1933 Act"), and that such
Common Stock may not be resold by Optionee without registration under the 1933
Act or pursuant to an exemption therefrom. The Company reserves the right to
place an appropriate legend on any certificates representing the Shares.
19. Changes in Existing Laws, Regulations or Rules. Any law, regulation or rule
referenced in the Agreement shall be construed to include any successor thereto
or amendment thereof.
20. Governing Law. To the extent that Federal laws do not otherwise control, the
Agreement and all determinations made and actions taken pursuant hereto shall be
governed by the law of the State of Delaware and construed accordingly.
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21. Entire Agreement. This Agreement constitutes the entire agreement of the
parties with respect to the Option. This Agreement supersedes all prior
discussions, negotiations, understandings, commitments and agreements with
respect to the Option. Notwithstanding the foregoing, nothing in this Agreement
shall derogate from the rights and responsibilities of the Company or Optionee
pursuant to other agreements between the parties.
XXXXXX X. XXXX
Dated: November 7, 2000 /S/ XXXXXX X. XXXX
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INTERLOGIX, INC.
Dated: November 7, 2000 By: /S/ XXXXXXX X. XXXXX
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