PLZTech, Inc. INCENTIVE STOCK OPTION AGREEMENT, page 1 of 4
This is an agreement between PLZTech, Inc., (the "Company") and Xxxxxxx X. Xxxx
(the "Employee") and is effective as of August 1, 1994 (the "Date of Grant").
1) Option Grant
The Company hereby grants to the Employee, subject to the conditions set forth
herein, an option to purchase from the Company all or any part of an aggregate
of Three Hundred Thousand (300,000) shares of common stock (no par value) of the
Company (the "Stock") at a purchase price of 30 cents ($.30) per share.
2) Expiration Date
This option shall expire five (5) years from the Date of Grant (the Effective
Date), which date is referred to as the "Expiration Date", and under no
circumstances can any portion of this option be exercised after the Expiration
Date.
3) Exercise of Option
Subject to the other terms and condition herein, the (percentages of) total
shares of this option shown below may be exercised on or after the indicated
periods below:
--------------------------------------------------------------------------------
First six months from Date of Grant 16.67% 50,000 shares
--------------------------------------------------------------------------------
Second six months from Date of Grant 16.67% 50,000 shares
--------------------------------------------------------------------------------
Third six months from Date of Grant 16.67% 50,000 shares
--------------------------------------------------------------------------------
Fourth six months from Date of Grant 16.67% 50,000 shares
--------------------------------------------------------------------------------
Fifth six months from Date of Grant 16.67% 50,000 shares
--------------------------------------------------------------------------------
Sixth six months from Date of Grant 16.67% 50,000 shares
--------------------------------------------------------------------------------
Each exercise of any part of this option shall be pursuant to a written notice
from the Employee to the Company, specifying the number of shares for which the
option is being exercised, accompanied by full payment of the purchase price for
such shares. The purchase price shall be paid in cash, or in the discretion of
the Committee or the Board (as defined in the plan), in such other consideration
as the committee deems
Stock Option Agreement between PLZTech and M. H. Xxxx, page 2 of 4
appropriate, including, but not limited to, common stock of the Company already
owned by the Employee, having a fair market value, as determined by the
Committee, equal to the purchase price, or a combination of cash and such other
consideration having a fair market value, as so determined, equal to the
purchase price. Notation of each partial exercise of this option shall be noted
by the Company on Schedule I hereof.
4) In addition to the stock options from this Incentive Stock Option Agreement,
there will be a second and separate Incentive Stock Option Agreement. This
Agreement will commence two years after the Company has net investment proceeds
of one million dollars. This second Incentive Stock Option Agreement will not be
initiated unless the Company has annualized revenues of four million dollars.
The Employee will have two hundred sixty-five thousand (265,000) shares of
common stock in the second Incentive Stock Option Agreement at a purchase price
of one dollar ($1.00) per share. This second Stock Option Agreement will be
entirely performanced based. The number of shares can be adjusted up or down
depending on the profitability (determined by net income) of the Company. The
targets for the first and second years of the second Stock Option Agreement are
one million and three million dollars of net income, respectively.
5) Exercise in the event of Death or Termination of Employment
a) if the Employee shall die
i) while in the employment of the Company or
ii) within three months after the termination of employment
This option may be exercised to the extent the Employee would have been entitled
to do so on the date of the Employee's death or such termination of employment,
by the person or persons to whom the Employee's rights under this option pass by
will or otherwise, or if no such person has such right, by the Employee's
executors or administrators, at any time, or from time to time, within twelve
months after the earlier of the date of termination or death of the Employee,
but in no event later than the Expiration date.
b) if the employment of the Employee by the Company is terminated
i) because of the disability of the Employee or
ii) voluntarily or involuntarily
Stock Option Agreement between PLZTech and M. H. Xxxx, page 3 of 4
iii) by reason of the retirement of the Employee in accordance with any
Company tax-qualified plan or with consent of the Company
This option may be exercised within 45 days of the effective termination date.
6) Non-transferability
This option is not transferable other than by will or by the laws of descent and
distribution. During the lifetime of the Employee, this option may be exercised
only by the Employee.
7) Adjustment
In the event of any change in the Stock by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, or any rights offering to purchase stock at a price
substantially below market value, or any similar change affecting the Stock, the
number and kind of shares subject to this option and their purchase shall be
adjusted appropriately consistent with such change in such manner as the
Committee may deem equitable to the Employee hereunder. Any adjustment so made
shall be final and binding on the Employee.
8) No Rights as Stockholder
The Employee shall have no rights as a stockholder with respect to any shares of
stock subject to this option prior to the date of issuance of a certificate for
such shares.
9) No right to Continued Employment
This option does not confer upon the Employee any right with respect to
continuance of employment by the Company, and shall not interfere in any way
with the right of the Company to terminate employment at any time.
10) Notices
Any notice hereunder to the Company shall be addressed to it at:
Stock Option Agreement between PLZTech and M. H. Xxxx. Page 4 of 4
0000 Xxxx Xx., XX
Xxxxxxxxxxx, XX 00000
and any notice to the Employee shall be addressed to him at
000 00xx Xxxxxx, Xxxxx, #000
Xxxxxxxxx, XX 00000
subject to the right of either party to designate in writing at any time some
other address.
PLZTech, Inc.
Xxxxxx X. Xxxxxx Executive Vice President August 25, 1995
----------------------------------------- ---------------
By Title Date
Xxxxxxx X. Xxxx August 25, 1995
----------------------------------------- ---------------
Xxxxxxx X. Xxxx Date
