EXHIBIT 99.2
FORM OF NON-STATUTORY STOCK OPTION AGREEMENT FOR DIRECTORS
NON-STATUTORY STOCK OPTION AGREEMENT
THIS NON-STATUTORY STOCK OPTION AGREEMENT ("Agreement") is entered into as
of this 12th day of March, 1998, by and between Intek Global Corporation, a
Delaware corporation (the "Company"), and _____________ (the "Optionee").
WHEREAS, the Company has adopted the Intek 1997 Performance and Equity
Incentive Plan (as amended from time to time, the "Plan");
WHEREAS, capitalized terms used herein without definition have the meanings
assigned to them in the Plan;
WHEREAS, the Optionee is a Director of the Company;
WHEREAS, the Company believes that it would advance the interests of the
Company and its stockholders to afford an opportunity to the Optionee to acquire
or increase the Optionee's proprietary interest in the Company through the grant
of Non-Statutory Options;
WHEREAS, the Committee has granted Non-Statutory Options to purchase shares
of Common Stock, par value $0.01 per share, of the Company ("Common Stock") to
the Optionee pursuant to the Plan on the terms and subject to the conditions set
forth herein; and
WHEREAS, the Optionee desires to accept said Non-Statutory Options pursuant
to the terms and subject to the conditions set forth herein;
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTIONS. The Company hereby grants Non-Statutory Options to
purchase up to _____(__________) shares of Common Stock (collectively, the
"Option Shares") to the Optionee, subject to all of the terms and conditions
contained in this Agreement and the Plan. The Non-Statutory Options are not
"incentive stock options" within the meaning of Section 422 of the Code.
2. TIMING OF EXERCISE.
The Non-Statutory Stock Options are exercisable in full immediately.
3. EXERCISE PRICE. The exercise price for the Non-Statutory Options
shall be $2.50 per Option Share (the "Exercise Price"), and shall be due and
payable, in cash, by certified or official bank check, by money order, in
shares of Common Stock or, in the sole discretion of the Committee, by
personal check in full or partial payment of any Option Shares. The Optionee
shall remit the withholding tax, if any, owed by the Optionee under Section
10 below with respect to the exercise of the Non-Statutory Options to the
Company along with the Exercise Price.
4. PROCEDURE FOR EXERCISE. In order to exercise the Non-Statutory
Options, the Optionee shall deliver to the Chairman of the Board or Secretary
of the Company or such agent as such officers may delegate in their stead,
the following: (i) the aggregate Exercise Price and any withholding tax
required under Section 10 below; (ii) a completed and executed Exercise of
Stock Option in the form attached hereto as Exhibit A; and (iii) if required,
the written representation and/or other information described in Section 6
below. The Company shall cause certificates for Option Shares purchased
hereunder to be delivered to the Optionee as soon as reasonably practicable
thereafter.
5. EXPIRATION OF OPTIONS. The unexercised portion, if any, of the
Non-Statutory Options shall automatically and without notice terminate and
become null and void at the time of the earliest to occur of the following:
(i) three (3) months after the date that the Optionee ceases to be a Director
of the Company for any reason; or (ii) the date that is ten (10) years from
the date that the Committee grants the Non-Statutory Options to the Optionee.
6. REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. The Optionee
represents and warrants that:
(a) The Optionee is aware that no federal or state agency has made
any finding or determination as to the fairness for public or private investment
in, nor any recommendation or endorsement of, the Option Shares.
(b) The Optionee is aware that the Shares are not registered under
the Securities Act of 1933, as amended (the "Act"), or the securities or
"blue sky" laws of any state or jurisdiction (the "Blue Sky Laws") as of the
date of this Agreement, and the Company is under no obligation to cause the
Option Shares to be registered under the Act or the Blue Sky Laws; and that
in the event that the Option Shares are not registered under the Act or the
Blue Sky Laws for any reason at a time when the Optionee desires to exercise
all or any part of the Non-Statutory Options, then, in addition to the other
terms and conditions of this Agreement, such exercise shall be conditioned
upon determination by the Committee that the Option Shares may be issued to
the Optionee without registration under the Act or the Blue Sky Laws. The
Committee may require the Optionee to deliver to the Company an agreement or
undertaking setting forth any factual information that the Committee deems
necessary to determine whether the Option Shares may be issued to the
Optionee without registration under the Act or the Blue Sky Laws, including,
without limitation, a representation and warranty that the Optionee is
acquiring the Option Shares for investment and not with a view to, or for
sale in connection with, the distribution of any the Option Shares.
7. NON-REGISTRATION AND LEGEND. Nothing contained in this Agreement
shall require the Company to register the Option Shares under the Act or the
Blue Sky Laws or to continue any such registration which may be in effect on
or after the date of this Agreement. If any such Option Shares are not so
registered when issued hereunder, then the certificate(s) for the Option
Shares shall bear a legend, in a form satisfactory to the Committee,
restricting the transfer of the Option Shares unless such transfer is
registered or exempt from registration under the Act or the
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Blue Sky Laws, and the Option Shares shall not be transferred except in
accordance with such legend.
8. TRANSFERABILITY. The Optionee or any beneficiary thereof shall have
the power or right to sell, exchange, pledge, transfer, assign or otherwise
encumber or dispose of the Optionee's or such beneficiary's Non-Statutory Stock
Options only as follows: (i) to the spouse or any children or grandchildren of
the Optionee or such beneficiary receiving the Non-Statutory Stock Options;
(ii) as a charitable contribution or gift to or for the use of any person or
entity described in Section 170(c) of the Code; (iii) to any Controlled Entity;
or (iv) by will or the laws of intestate succession.
9. RIGHTS PRIOR TO EXERCISE OF OPTION. The Optionee shall not have
any rights as a stockholder with respect to any Option Shares subject to the
Non-Statutory Options prior to the date on which the Optionee is recorded as
the holder of such Option Shares on the records of the Company; provided that
the foregoing shall not diminish or affect any rights the Optionee has under
the Plan.
10. TAXES. The Company may make such provisions and take such steps as
it may deem necessary or appropriate for the withholding of all federal,
state, local and other taxes required by law to be withheld with respect to
the Non-Statutory Options including, but not limited to: (i) reducing the
number of Option Shares otherwise deliverable, based upon their fair market
value on the date of exercise, to permit deduction of the amount of any such
withholding taxes from the amount otherwise payable under this Agreement;
(ii) deducting the amount of any such withholding taxes from any other amount
then or thereafter payable to the Optionee; or (iii) requiring the Optionee,
beneficiary or legal representative to pay to the Company the amount required
to be withheld or to execute such documents as the Company deems necessary or
desirable to enable it to satisfy its withholding obligations as a condition
of releasing the Option Shares.
11. GENERAL PROVISIONS.
(a) The Company shall at all time during the term of the
Non-Statutory Options reserve and keep available such number of shares of
Common Stock as will be sufficient to satisfy the requirements of this
Agreement in respect of vested Option Shares, shall pay all fees and expenses
necessarily incurred by the Company in connection therewith, and shall use
its best efforts to comply with all laws and regulations that, in the
reasonable opinion of counsel for the Company, are applicable thereto.
(b) Any notice to be given hereunder by either party to the other
shall be in writing and shall be given either by personal delivery,
telecopied with confirmed receipt, or sent by certified, registered or
express mail, postage pre-paid, or sent by a national next-day delivery
service, postage pre-paid, return receipt requested, addressed to the
Company, at its headquarters, attention Vice President-Administration, or the
Optionee, at such address as the Company has on record, or such address as
the Optionee provides to the Company in writing, and shall be deemed given
when so delivered personally, or telecopied, or if mailed, two (2) days after
the date of mailing, or if by national next-day delivery service, on the date
after delivery.
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(c) The headings and other captions in this Agreement are for
convenience of reference only and shall not be used in interpreting,
construing or enforcing any of the provisions of this Agreement.
(d) No change or modification of this Agreement shall be valid
unless the same is in writing and signed by the Company and the Optionee.
(e) No waiver of any provision of this Agreement shall be valid
unless in writing and signed by the person against whom it is sought to be
enforced. The failure of any party at any time to insist upon strict
performance of any condition, promise, agreement or understanding set forth
herein shall not be construed as a waiver or relinquishment of the right to
insist upon strict performance of the same or other condition, promise,
agreement or understanding at a future time.
(f) This Agreement shall be binding upon and inure to the benefit
of and be enforceable by the respective heirs, legal representatives,
successors and permitted assigns of the parties hereto. Nothing in this
Agreement is intended, and it shall not be construed, to give any person or
entity other than the parties hereto any right, remedy or claim under or in
respect of this Agreement or any provisions hereof.
(g) This Agreement and all rights hereunder shall be governed by,
and construed and interpreted in accordance with, the laws of the State of
Delaware applicable to contracts made and to be performed entirely within
that State. In the event of any conflict between this Agreement and the
Plan, the provisions of the Plan shall govern.
(h) This Agreement and the Plan set forth all of the agreements,
warranties and representations among the parties hereto and thereto with
respect to the Non-Statutory Options, and there are no other promises,
agreements, conditions, understandings, representations or warranties, oral
or written, express or implied, among them with respect to the Non-Statutory
Options other than as set forth herein and therein. Any and all prior
agreements with respect to the Non-Statutory Options are hereby revoked.
(i) This Agreement may be executed in any number of counterparts,
each of which, when executed, shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer, and the Optionee has executed this Agreement,
all as of the date first written above.
INTEK GLOBAL CORPORATION
By: Xxxxxx Xxxxxx
Its: Chairman and Chief Executive Officer
_____________________________________
[Optionee]
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EXHIBIT A
FORM OF EXERCISE OF NON-STATUTORY STOCK OPTION
Intek Global Corporation
[address]
Attention: Vice President-Administration
Gentlemen:
The undersigned Optionee hereby exercises all or a portion of the
Non-Statutory Options granted to him pursuant to the Non-Statutory Stock
Option Agreement dated as of __________, _____, between Intek Global
Corporation (the "Company") and the Optionee with respect to __________
shares of Common Stock, par value $0.01 per share, of the Company covered by
said Non-Statutory Options, and tenders herewith at the price of $__________
per share, of which $__________ represents payment of the exercise price
thereof and $__________ represents payment of any withholding tax due.
The registered address on the share certificate to be issued to the
Optionee should be: ___________________________________________________________
______________________________________________________________________________.
The Optionee's social security number is: _________________________.
Optionee:
______________________________________
Signature
______________________________________
Typed or Printed Name
______________________________________
Date of Exercise
