EXHIBIT 99.8
DATRON SYSTEMS INCORPORATED
1995 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
(A) Name of Optionee:
(B) Grant Approval Date:
(C) Number of Shares:
(D) Exercise Price:
(E) Effective Date:
THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement"), is made and
entered into as of the date set forth in Item E above (the "Effective Date")
between Datron Systems Incorporated, a Delaware corporation (the "Company") and
the person named in Item A above ("Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. GRANT OF OPTION; EFFECTIVE DATE.
1.1 GRANT. The Company hereby grants to Optionee pursuant
to the Company's 1995 Stock Option Plan (the "Plan"), a copy of which is
attached to this Agreement as Exhibit 1, an incentive stock option (the "ISO")
to purchase all or any part of an aggregate of the number of shares (the "ISO
Shares") of the Company's Common Stock (as defined in the Plan) listed in Item C
above on the terms and conditions set forth herein and in the Plan, the terms
and conditions of the Plan being hereby incorporated into this Agreement by
reference.
1.2 EFFECTIVE DATE. The parties hereby establish the date
set forth in Item E above as the Effective Date.
2. EXERCISE PRICE. The exercise price for purchase of each share
of Common Stock covered by this ISO shall be the price set forth in Item D
above.
3. TERM. Unless otherwise specified on Exhibit 3 attached hereto,
if any (the absence of such exhibit indicating that no such exhibit was
intended), this ISO shall expire as provided in Section 6.3.2 of the Plan.
4. ADJUSTMENT OF ISOS. The Company shall adjust the number and
kind of shares and the exercise price thereof in certain circumstances in
accordance with the provisions of Section 6.1.1 of the Plan.
5. EXERCISE OF OPTIONS.
5.1 TIME OF EXERCISE. This ISO shall be exercisable in
accordance with Section 6.1.5 of the Plan and the provisions of EXHIBIT 3
hereto, the absence of such exhibit indicating that no such exhibit was
intended.
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5.2 EXERCISE AFTER TERMINATION OF STATUS AS AN EMPLOYEE
OR DIRECTOR. In the event of termination of Optionee's continuous status as an
employee or director, this ISO may be exercised only in accordance with the
provisions of Section 6.1.8 of the Plan.
5.3 MANNER OF EXERCISE. Optionee may exercise this ISO,
or any portion of this ISO, as provided in Section 7 of the Plan.
5.4 PAYMENT. Except as provided in Exhibit 5.4 attached
hereto, if any (the absence of such exhibit indicating that no exhibit was
intended), or in the stock purchase agreement executed upon exercise of this
ISO, payment for ISO Shares shall be made in cash or by delivery by the optionee
of Common Stock already owned by the optionee in accordance with (and subject to
the restrictions contained in) Section 6.1.7 of the Plan.
5.5 DELIVERY OF CERTIFICATE. Promptly after receipt of
written notice of exercise of the ISO, the Company shall, without stock issue or
transfer taxes to the Optionee or other person entitled to exercise, deliver to
the Optionee or other person a certificate or certificates for the requisite
number of ISO Shares. An Optionee or transferee of an Optionee shall not have
any privileges as a shareholder with respect to any ISO Shares covered by the
option until the date of issuance of a stock certificate.
6. NONASSIGNABILITY OF ISO. This ISO is not assignable or
transferable by Optionee except as provided in Section 6.1.6 of the Plan.
7. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California applicable to
contracts entered into and wholly to be performed within the State of California
by California residents.
8. NOTICES. All notices and other communications under this
Agreement shall be in writing. Unless and until the Optionee is notified in
writing to the contrary, all notices, communications, and documents directed to
the Company and related to the Agreement, if not delivered by hand, shall be
mailed, addressed as follows:
Datron Systems Incorporated
0000 Xxxxxxxxxx Xxxxx
Xxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer
Unless and until the Company is notified in writing to the contrary, all
notices, communications, and documents intended for the Optionee and related to
this Agreement, if not delivered by hand, shall be mailed to Optionee's last
known address as shown on the Company's books. Notices and communications shall
be mailed by first class mail, postage prepaid; documents shall be mailed by
registered mail, return receipt requested, postage prepaid. All mailings and
deliveries related to this Agreement shall be deemed received when actually
received, if by hand delivery, and two business days after mailing, if by mail.
9. TAX CONSEQUENCES. The Optionee understands that the tax
consequences associated with this option and with shares purchasable under this
option can be complex and can depend, in part, upon the Optionee's particular
circumstances. The Optionee understands, for example, that the exercise of this
option can result in the imposition of tax even before the
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Optionee resells the option shares. Accordingly, the Optionee should consult a
tax adviser. The Optionee also understands that if the Optionee sells or
otherwise disposes of any shares purchased under this option within two years
after the date this option was granted or within one year after the date the
Optionee purchased the shares (a "disqualifying disposition"), the Company may
be entitled to a deduction from its income for income tax purposes. The amount
of the deduction could depend on the price the Optionee receives for the shares.
Accordingly, the Optionee agrees to notify the Company in writing of the date
and terms of any disqualifying disposition and to comply with any other
requirements now or hereafter specified by the Company which are intended to
enable the Company to secure such a deduction.
IN WITNESS WHEREOF, the parties have executed this Incentive Stock
Option Agreement as of the Effective Date.
DATRON SYSTEMS INCORPORATED
By________________________________
Title: Chairman, President
Chief Executive Officer
The Optionee hereby accepts and agrees to be bound by all of the terms and
conditions of this Agreement and the Plan.
_________________________________
Optionee
Dated: __________________________
Optionee's spouse indicates by the execution of this Incentive Stock Option
Agreement his or her consent to be bound by the terms thereof as to his or her
interests, whether as community property or otherwise, if any, in the option
granted hereunder, and in any ISO Shares purchased pursuant to this Agreement.
_________________________________
Optionee's Spouse
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EXHIBITS
Exhibit 1 1995 Stock Option Plan
Exhibit 3
(if applicable) Exercise Schedule and Expiration Date
Exhibit 5.4
(if applicable) Payment
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EXHIBIT 3
DATRON SYSTEMS INCORPORATED
Option of:_____________
Grant Effective Date: ____________
EXERCISE SCHEDULE
Subject to the terms and conditions set forth in the Agreement of which
this schedule is a part, the Option is exercisable in accordance with the
following schedule:
ON AND AFTER EXERCISABLE PORTION OF OPTION
------------ -----------------------------
____________ 33%
____________ another33%
____________ xxxxxxx00%
EXPIRATION DATE
This option expires on _______. (Do not enter a date after the maximum
term provided in Section 6.3.2 of the Plan; if blank, or if a date after the
latest date permitted under Section 6.3.2 is entered, then the option expires as
provided in Section 6.3.2 of the Plan.)
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EXHIBIT 5.4
MANNER OF PAYMENT IF OTHER THAN BY CASH
By the attachment of this Exhibit 5.4 the Administrator hereby
authorizes Optionee to pay for any shares of the Company's Common Stock
purchased upon exercise of this Option by [check as applicable]:
____ 1. Giving to the Company Optionee's full recourse
promissory note for the exercise price (other than
the par value of the shares acquired, which is
payable in cash or other lawful consideration), as
provided in Section 6.1.7(A) of the Plan; and/or
____ 2. Delivering to the Company the following property as
permitted pursuant to section 6.1.7(B) of the Plan:
___________________________________________________
___________________________________________________
DATRON SYSTEMS INCORPORATED
By: _________________________
OPTIONEE
_____________________________
