EXHIBIT 7
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1976 EMPLOYEES' INCENTIVE STOCK OPTION PLAN
OF AUTOLOGIC INFORMATION INTERNATIONAL, INC.
INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of November 5,
1998 between AUTOLOGIC INFORMATION INTERNATIONAL, INC., a Delaware corporation
(the "Company"), and ______(1)_______ (the "Optionee").
W I T N E S S E T H:
- - - - - - - - - -
1. The Company, in accordance with the allotment made by the Company's
Board of Directors and subject to the terms and conditions of the 1976
Employees' Incentive Stock Option Plan of the Company (the "Plan"), grants as of
the date hereof to the Optionee an option to purchase an aggregate of
____(2)____ shares of the Common Stock, $.01 par value per share, of the Company
("Common Stock") at an exercise price of _(3)_ per share. This option is
intended to constitute an incentive stock option within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), although the
Company makes no representation or warranty of such status.
2. The term of this option shall be 10 years from the date hereof,
subject to earlier termination as provided in the Plan. This option shall be not
be exercisable until November 5, 1999, at which time it shall become exercisable
as to 20% of the number of shares of Common Stock set forth above, and as to an
additional 20% of the number of shares of Common Stock set forth above on each
of the next four anniversaries of the date hereof. The right to purchase shares
of Common Stock under this option shall be cumulative, so that if the full
number of 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. Notwithstanding the foregoing, in no event may a
fraction of a share of Common Stock be purchased under this option.
3. This option shall be exercised by giving written notice to the
Company at its principal office, presently 0000 Xxxxxx Xxxxxx Xxxxxxxxx,
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000, Attention: President, stating that the Optionee
is exercising this incentive stock option, 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.
4. 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 shares of Common
Stock 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 shares of Common Stock upon
exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement shall be 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 Optionee's own
account, for investment only and not with a view to the resale or distribution
thereof. In any event, the Optionee will notify the Company of any proposed
resale of the shares of Common Stock issued to Optionee upon exercise of this
option. If (i) the Optionee is an "affiliate" of the Company within the meaning
of the Securities Act at the time of
any such resale or (ii) at the time of exercise of this option the shares issued
were not subject to a current and effective Registration Statement under the
Securities Act covering their issuance, then, any subsequent resale or
distribution of shares of Common Stock by the Optionee will be made only
pursuant to (x) a Registration Statement under the Securities Act which, at the
time of such sale, is effective and current with respect to the shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
with a favorable written opinion of counsel, in form and substance satisfactory
to the Company, as to the applicability of such exemption to the proposed sale
or distribution. Such representations and warranties shall also be deemed to be
made by the Optionee upon each exercise of this option. Nothing herein shall be
construed as requiring the Company to register the shares subject to this option
under the Securities Act.
5. Notwithstanding anything herein to the contrary, if at any time the
Company 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
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of an option, or the issue of shares of Common Stock
thereunder, 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 Company.
6. Nothing in the Plan or herein shall confer upon the Optionee any
right to continue in the employ of the Company, any Parent or any of its
Subsidiaries, or interfere in any way with any right of the Company, any Parent
or its Subsidiaries to terminate such employment at any time for any reason
whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
7. 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, (b) implement the provisions of the Plan or any agreement
between the Company and the Optionee with respect to such shares of Common
Stock, or (c) permit the Company to determine the occurrence of a "disqualifying
disposition," as described in Section 421(b) of the Code, of the shares of
Common Stock transferred upon the exercise of this option.
8. The Company may withhold cash and/or shares of Common Stock to be
issued to the Optionee in the amount which 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.
9. In the event of any disposition of the shares of Common Stock
acquired pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to him, the Optionee
shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the Company's
deduction and its obligation to withhold taxes or other amount incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company in cash on demand the amount, if any, which the
Company determines is necessary to satisfy such withholding obligation.
10. The Company and the Optionee agree that they will both be subject
to and bound by all of the terms and conditions of the Plan, receipt of a copy
of which is acknowledged by the Optionee and is made a part hereof. Any
capitalized term not defined herein shall have the meaning ascribed to it in the
Plan. In the event of a conflict between the terms of this Contract and the
terms of the Plan, the terms of the Plan shall govern.
11. The Optionee represents and agrees that Optionee will comply with
all applicable laws relating to the Plan and the grant and exercise of the
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.
12. This option is not transferable otherwise than by will or the laws
of descent and distribution and may be exercised, during the lifetime of the
Optionee, only by Optionee.
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 by law 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 or illegality of any provision herein shall not
affect the validity of any other provision.
16. The Optionee agrees that the Company may amend the Plan and the
options granted to the Optionee under the Plan, subject to the limitations
contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
AUTOLOGIC INFORMATION INTERNATIONAL,
INC.
By:
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Xxxxxx Xxxxxxxxx, President
(4)
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, Optionee
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Address
SCHEDULE SETTING FORTH MATERIAL DETAILS WHICH DIFFER FROM THE ATTACHED FORM
OF INCENTIVE STOCK OPTION CONTRACT UNDER THE 1976 EMPLOYEES INCENTIVE STOCK
OPTION PLAN OF AUTOLOGIC INFORMATION INTERNATIONAL, INC.
(1) (2) (3) (4)
Xxxxx X. Xxxxxxx 5,000 $4.25 Xxxxx X. Xxxxxxx, Optionee
0000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxx X. Xxxxxx 5,000 $4.25 Xxxxx X. Xxxxxx, Optionee
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx X. Xxxxxxxxx 5,000 $4.25 Xxxxxx X. Xxxxxxxxx, Optionee
Box 000 Xxxxxx Xxxxxx Xxxx
Xxx Xxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx 2,500 $4.25 Xxxxxx X. Xxxxxxxx, Optionee
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Xxxx Xxxx 2,500 $4.25 Xxxx Xxxx, Optionee
00 Xxxxxxxx Xxxxx
Xxx Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxx 2,500 $4.25 Xxxxxx X. Xxxxxxx, Optionee
00 Xxxx Xxxxxx
Xxxxxxxxxxxxx, XX 00000
Xxxxxx Xxxx 2,000 $4.25
