XXXXXX A.S.L., LTD.
NONQUALIFIED STOCK OPTION CONTRACT
THIS NONQUALIFIED STOCK OPTION CONTRACT entered into as of
June 10, 1997 between XXXXXX A.S.L., LTD., a Delaware corporation (the
"Company"), and _________________ ("Optionee").
W I T N E S S E T H:
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1. The Company hereby grants to the Optionee an option to purchase an
aggregate of 20,000 shares of Common Stock (the "Option Shares") at an
exercise price of $14.00 per share, being not less than the fair market
value of such shares on the date hereof. This option is not intended to
constitute an incentive stock option within the meaning of section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
2. The term of this option shall be five years from the date hereof,
subject to earlier termination as provided hereafter. This option shall
vest and become exercisable (i) with respect to 6,666 of the Option
Shares on the first anniversary of the date of grant; (ii) with respect
to an additional 6,667 of the Option Shares on the second anniversary
of the date of grant; and (iii) with respect to an additional 6,667 of
the Option Shares on the third anniversary of the date of grant.
The right to purchase Option Shares under this option shall be
cumulative, so that if the full number of Option Shares
purchasable in a period shall not be purchased, the balance
may be purchased at any time or from time to time thereafter,
but not after the expiration of the option.
3. This option shall be exercised by giving five business days' written
notice to the Company at its then principal office stating that the
Optionee is exercising the option hereunder, specifying the number of
shares being purchased and accompanied by payment in full of the
aggregate purchase price therefor (a) in cash or by certified check,
(b) with previously acquired shares of Common Stock which have been
held by the Optionee for at least six months, or (c) a combination of
the foregoing. Notwithstanding the foregoing, the purchase price may be
paid by delivery by the Optionee of a properly executed notice,
together with a copy of his irrevocable instructions to a broker
acceptable to the Board of Directors of the Company (the "Board"), to
deliver promptly to the Company the amount of sale or loan proceeds
sufficient to pay such purchase price.
4. The Company may withhold cash or shares of Common Stock to be issued to
the Optionee in the amount that the Company determines is necessary to
satisfy its obligation to withhold taxes or other amounts incurred by
reason of the grant or exercise of this option or the disposition of
the underlying shares of Common Stock. Alternatively, the Company may
require the Optionee to pay the Company such amount in cash promptly
upon demand.
5. If the Optionee ceases to be a director of the Company one year or more
after the Optionee's initial election or appointment to the Board, this
option, to the extent vested, shall continue to be exercisable for a
period of three years or the remainder of the option term, whichever is
shorter. If the Optionee ceases to be a director of the Company within
one year of the Optionee's initial election or appointment to the Board
for any reason other than death, this option shall terminate and be
canceled as of the date of such termination. If the Optionee dies
within one year of initial election or appointment to the Board, this
option shall be exercisable by will or in accordance with the laws of
descent and distribution for a period of three years following the date
of death.
6. Notwithstanding the foregoing, this option shall not be exercisable by
the Optionee unless (a) a Registration Statement under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the
Option Shares to be received upon the exercise of this option shall be
effective and current at the time of exercise or (b) there is an
exemption from registration under the Securities Act for the issuance
of the Option Shares upon such exercise. The Optionee hereby represents
and warrants to the Company that, unless such a Registration Statement
is effective and current at the time of exercise of this option, the
shares of Common Stock to be issued upon the exercise of this option
will be acquired by the Optionee for his own account, for investment
only and not with a view to the resale or distribution thereof.
7. Notwithstanding anything herein to the contrary, if at any time the
Board shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on
any securities exchange or under any applicable law, or the consent or
approval of any governmental agency or regulatory body, is necessary or
desirable as a condition to, or in connection with, the granting of
this option or the issue of shares of Common Stock hereunder, this
option may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board.
8. The Company may affix appropriate legends upon the certificates for
shares of Common Stock issued upon exercise of this option and may
issue such "stop transfer" instructions to its transfer agent in
respect of such shares as it determines, in its discretion, to be
necessary or appropriate to (a) prevent a violation of, or to perfect
an exemption from, the registration requirements of the Securities Act,
or (b) implement the provisions of this Contract or any other agreement
between the Company and the Optionee with respect to such shares of
Common Stock.
9. Nothing herein shall confer upon the Optionee any right to continue in
the service of the Company or any affiliate, or interfere in any way
with any right of the Company or any affiliate to terminate such
service at any time.
10. The Optionee (by his or her acceptance of this option) represents and
agrees that he will comply with all applicable laws relating to the
grant and exercise of this option and the disposition of the shares of
Common Stock acquired upon exercise of the option, including, without
limitation, federal and state securities and "blue sky" laws.
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11. This option is not transferable by the Optionee otherwise than by will
or the laws of descent and distribution and may be exercised, during
the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
12. If, through or as a result of any recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar
transaction, (i) the outstanding shares of Common stock are increased,
decreased or exchanged for a different number or kind of shares or
other securities of the Company, or (ii) additional shares or new or
different shares or other non- cash assets are distributed with respect
to such shares of Common Stock or other securities, if the Board
determines it appropriate, an adjustment shall be made in (x) the
number and kind of shares subject to this option, and (y) the price for
each share subject to this option, without changing the aggregate
purchase price as to which this option remains exercisable.
If the Company shall be the surviving corporation in any
reorganization, merger or consolidation of the Company with
one or more other corporations, this option shall pertain to
and apply to the securities to which a holder of the number of
shares of Common Stock subject to this option would have been
entitled immediately following such reorganization, merger, or
consolidation, with a corresponding proportionate adjustment
of the purchase price as to which this option may be exercised
so that the aggregate purchase price as to which this option
may be exercised shall be the same as the aggregate purchase
price as to which this option may be exercised for the shares
remaining subject to this option immediately prior to such
reorganization, merger, or consolidation.
In the event of a consolidation or merger in which the Company
is not the surviving corporation, or sale of all or
substantially all of the assets of the Company in which
outstanding shares of Common Stock are exchanged for
securities, cash or other property of any other corporation or
business entity or in the event of a liquidation of the
Company (collectively, a "Corporate Transaction"), the Board
or the board of directors of any corporation assuming the
obligations of the Company shall in its discretion, take any
one or more of the following actions, as to this option: (x)
provide that this option shall be assumed, or an equivalent
option shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof), (y) in the event of a
Corporate Transaction under the terms of which holders of the
Common Stock of the Company will receive upon consummation
thereof a cash payment for each share surrendered in the
Corporate Transaction (the "Transaction Price"), make or
provide for a cash payment to the optionee equal to the
difference between (A) the Transaction Price times the number
of shares of Common Stock then subject this option (to the
extent then exercisable) and (B) the aggregate exercise price
of this option in exchange for the termination of such option
and (z) provide that this option shall become exercisable in
full immediately prior to such event and expire, if not
exercised on or prior to the date such transaction is
consummated.
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Any adjustment under this paragraph 12 will be made by the
Board, whose determination as to what adjustment, if any, will
be made and the extent thereof will be final, binding and
conclusive. No fractional share may be issued on account of
any such adjustment.
13. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the
Optionee's rights hereunder.
14. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to
the conflicts of law rules thereof.
15. The invalidity, illegality or unenforceability of any provision herein
shall not affect the validity, legality or enforceability of any other
provision.
IN WITNESS WHEREOF, the parties hereto have executed this
Contract as of the day and year first above written.
XXXXXX A.S.L., LTD.
By:
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Name:
Title:
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[Optionee]
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