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EXHIBIT 10.20
MOBILITY ELECTRONICS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement (the "Agreement"), dated as
of May 21, 1999, is entered into by and between Mobility Electronics, Inc., a
Delaware corporation (the "Company"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a consultant of the
Company (the "Optionee"). In consideration of the mutual promises and covenants
made herein, the parties hereby agree as follows:
1. GRANT OF OPTION. Under the terms and conditions of the
Company's Amended and Restated 1996 Long Term Incentive Plan (the "Plan") and
pursuant to the resolutions of the Board of Directors of the Company, dated as
of May 21, 1999, the Company grants to the Optionee an option (the "Option") to
purchase from the Company all or any part of a total of 70,000 shares of the
Company's Common Stock, par value $.01 per share, at a price of $4.00 per share.
The Option is granted as of the date first above written (the "Date of Grant").
2. CHARACTER OF OPTION. The Option is not an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended.
3. TERM. The Option will expire on the fourth anniversary of the
Date of Grant.
4. VESTING. Subject to the provisions of Section 6(b) of the
Plan, the Option may be exercised on the following schedule: (i) 2,800 shares
shall be immediately exercisable; and (ii) 2,800 additional shares shall be
exercisable upon the 21st day of each month, commencing on June 21, 1999;
provided, however, that: (a) this Option shall vest in full upon (1) the
consolidation or merger of the Company with or into another corporation or
business entity pursuant to which immediately following such merger or
consolidation, the Company's stockholders fail to hold at least a majority of
the voting stock of the surviving entity, (2) the sale or other transfer in an
single transaction or a series of related transactions of all or substantially
all of the assets of the Company, except to a subsidiary of the Company or (3)
the consummation by the Company of a Public Offering (which shall mean a public
offering of securities of the Company pursuant to a registration statement filed
under the Securities Act of 1933, as amended (other than on Form S-4 or Form
S-8, or their successor forms)) or (b) upon termination of that certain
Consulting Agreement, of even date herewith, by and between the Company and
Optionee, this Option shall cease to vest, and the unvested portion of this
Option shall be deemed to be terminated and of no further force or effect.
5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion
thereof shall be effected by the giving of written notice to the Company and
payment of the purchase price prescribed in Section 1 above for the shares to be
acquired pursuant to the exercise.
6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for
any shares purchased pursuant to the Option shall be in cash, unless otherwise
agreed to in writing by the Compensation Committee of the Board of Directors of
the Company.
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7. TRANSFER OF OPTIONS. The Option may not be transferred except
by will or the laws of descent and distribution and, during the lifetime of the
Optionee, may be exercised only by the Optionee or by the Optionee's legally
authorized representative.
8. ACCEPTANCE OF THE PLAN. The Option is granted subject to all
of the applicable terms and provisions of the Plan, and such terms and
provisions are incorporated by reference herein. The Optionee hereby accepts and
agrees to be bound by all the terms and conditions of the Plan.
9. AMENDMENT. This Agreement may be amended by an instrument in
writing signed by both the Company and the Optionee.
10. MISCELLANEOUS. This Agreement will be construed and enforced
in accordance with the laws of the State of Delaware and will be binding upon
and inure to the benefit of any successor or assign of the Company and any
executor, administrator, trustee, guardian or other legal representative of the
Optionee.
Executed as of the date first above written.
MOBILITY ELECTRONICS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Chief Executive Officer
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Social Security Number of Optionee
