EXHIBIT 4(B)(2)
STOCK OPTION AGREEMENT
OPTICAL SECURITY GROUP, INC.
THIS AGREEMENT is made this 26th day of June 1998, by and between OPTICAL
SECURITY GROUP, INC. a Colorado corporation ("Corporation") and ________________
("Option Holder").
1. GRANT OF OPTION. The Corporation has granted to the Option Holder an
----------------
option to purchase ________ shares of its common stock (the "Stock") at the
purchase price of $_______ per share, in the manner and subject to the
conditions hereinafter provided. Subject to the provisions of Section 4, the
option will expire on _____________. The option was granted pursuant to the
following plan or arrangement:
__________ Incentive Stock Option Plan
X Non-Qualified Stock Option Plan
----------
__________ Stock Bonus Plan
__________ Other (Describe agreement or circumstance
pertaining to grant of option)
Each Plan as described above is on file with the Secretary of the
Corporation and a copy will be provided to the Option Holder upon request. To
the extent applicable, the provisions of the Plan shall be deemed a part of this
Agreement.
2. TIME OF EXERCISE OF OPTION. Subject to the provisions of Section 4
---------------------------
regarding termination of the option, the options granted may be exercised at any
time after the date(s) indicated:
_____________________
_____________________
3. METHOD OF EXERCISE. The option shall be exercised by written notice
-------------------
directed to the Corporation, at the Corporation's principal place of business,
accompanied by check in payment of the option price for the number of shares
specified. The Corporation shall make prompt delivery of such shares, provided
that if any law or regulation requires the Corporation to take any action with
respect to the shares specified in such notice before the issuance thereof, then
the date of delivery of such shares shall be extended for the period necessary
to take such action.
The price of an exercised option, or portion thereof, may be paid:
(i) in cash or by check, bank draft or money order payable to the
order of the Corporation; or
(ii) at the discretion of the Corporation, through the delivery of
shares of the Corporation's Common Stock, with anaggregate Fair Market Value
equal to the option price, provided such tendered shares have been owned by the
Option Holder for at least one year prior to such exercise; or
(iii) at the discretion of the Corporation, by a combination of both
(i) and (ii) above.
4. TERMINATION OF OPTION. Except as herein otherwise stated, the option
----------------------
to the extent not previously exercised, shall terminate upon the first to occur
of the following dates:
(a) Any event provided by the Plan pursuant to which the option was
granted (i.e., termination of employment, death, disability, etc.);
(b) the expiration of the option as provided in Section 1;
(c) Other: At such time as the Option Holder ceases to be an employee
of the Company (in the case of incentive stock options) or ceases to be a
director of the Corporation (in the case of all other options), all options for
which the Vesting Date is after the date the Option Holder ceases to hold such
position with the Corporation will expire.
Notwithstanding the above,
(i) if the Corporation should merge, consolidate or effect a share-
for-share exchange with another company (and the Corporation will not be the
surviving entity) or should the Corporation sell all or substantial all of its
assets, then immediately prior to any such transaction, all options shall vest
and be immediately exercisable.
(ii) if the option holder dies or becomes permanently and totally
disabled prior to the expiration of any option, than all options shall vest and
be immediately exercisable. An option holder is permanently and totally disable
if he is unable to conduct the gainful activity in which he was engaged prior to
such disability by reason of any medically determinable physical or mental
impairment for a continuous period of not less than six months. An option
holder shall not be considered to be permanently and totally disabled unless he
furnishes proof of the existence thereof in such form and manner, and at such
times, as the
Corporation may require.
5. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the extent that
------------------------------------------
the number of issued shares of common stock of the Corporation shall be
increased or reduced by change in par value, split up, reclassification,
distribution of a dividend payable in stock, or the like, the number of shares
subject to the option and the option price per share shall be proportionately
adjusted. If the Corporation is reorganized or consolidated or merged with
another corporation, the Option Holder shall be entitled to receive options
covering shares of such reorganized, consolidated or merged company in the same
proportion, at an equivalent price, and subject to the same conditions as the
options granted pursuant to this Agreement. For purposes of the preceding
sentence, the excess of the aggregate Fair Market Value of the shares subject to
the option over the aggregate option price of such shares immediately before
such reorganization, consolidation or merger, and the new option or assumption
of old option shall not give the Option Holder additional benefits which were
not provided under the old option, or deprive the Option Holder of benefits
which were available under the old option.
6. NOTICE TO CORPORATION OF CERTAIN DISPOSITIONS. Any Option Holder
----------------------------------------------
disposing of shares of stock acquired on the exercise of an option granted
pursuant to the Corporation's Incentive Stock Option Plan by sale or exchange
either (a) within two years after the date of the grant of the option under
which the stock was acquired or (b) within one year after the acquisition of
such shares shall notify the Corporation of such disposition and of the amount
realized upon such disposition.
7. REGISTRATION OF SHARES. The Corporation agrees to pursue its best
-----------------------
efforts to cause the shares (i) issuable upon the exercise of options granted
pursuant to this Agreement or (ii) in accordance with a stock bonus grant, to be
registered under the provisions of the Securities Act of 1933.
8. BINDING EFFECT. This Agreement shall inure to the benefit of and be
---------------
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
OPTICAL SECURITY GROUP, INC.
By___________________________
Xxxxxxx X. Xxxx
Chief Executive Officer
____________________________
