Exhibit 99.2
STOCK OPTION AGREEMENT
THIS AGREEMENT made and entered into as of this 31st day of March, 2000
by and between XXXXXX X. XXXXXXX (the "Optionor"), and _______________
("Optionee").
WITNESSETH:
WHEREAS, Optionor is the holder of shares ("Shares") of the common
stock, 5.01 par value per share, of SMTEK International, Inc., a Delaware
corporation (the "Company) and Optionee wishes to obtain the option to purchase
certain of those Shares and Optionee is willing to grant such option to the
Optionee under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
1. Options Granted to Optionee. Optionor hereby grants to Optionee
options (the "Options") to purchase 10,000 of the Optionor's Shares at an
exercise price per share that is equal to the closing price of the Company 's
common stock on the NASDAQ small Cap Marketplace on March 31, 2000.
2. Terms of Options. Subject to the terms and conditions contained
herein, the options shall be exercisable at any time during the period
commencing on January 1, 2000 and ending December 31, 2004, unless those Options
are earlier terminated in accordance with the terms hereof.
3. Exercise of Options.
(a) The Options may not be exercised unless a registration
statement on an appropriate form to register the shams underlying the
Options under the Securities Act of 1933 and applicable state
securities laws is in effect or a valid exemption from such
registration is available.
(b) The Options may only be exercised in full; no partial
exercise of the Options shall be permitted.
(c) The Options may not be exercised during any period of time
that such exercise would cause the Optionor to incur liability for any
"short-swing" profits under Section 16(b) of the Securities Exchange
Act of 1934, as amended. In the event exercise of the Options would
cause such liability, Optionor will so notice Optionee within 10 days
following receipt of an exercise notice, which notice shall inform
Optionee of the first date ("Permissible Date") when the Options may be
exercised without causing such liability. Optionee shall thereupon have
five days to notify Optionor of his desire (1) to delay the exercise
date until the Permissible Date or (2) to revoke the exercise.
Optionee's failure timely to provide such notice shall be deemed a
revocation of the exercise.
(d) To exercise an Option, Optionee must give written notice
of exercise to the Optionor, accompanied by cash or cheek payable to
the order of Optionor for the full exercise price of such shares. The
date of actual receipt by the Optionor of such notice shall be deemed
the date of exercise of the Options. Optionor shall, promptly following
receipt of such notice and payment and an investment letter and
additional instruments as he may reasonably require, submit a
certificate or certificates to the Company 's transfer agent with the
request that the Shares be issued in the name of the Optionee.
(e) During Optionee 's lifetime, only Optionee may exercise
the Options, and only while Optionee is an employee of the TMW
Enterprises, Inc. or its affiliates, and only if he has been
continuously so employed since the date of this Agreement, except that
if Optionee's employment is terminated by reason of the death or the
permanent disability of the Optionee, Optionee's estate may exercise
the Options for a period of 90 days following such death or
certification of permanent disability by a medical doctor of recognized
professional standing.
Except a set forth herein, this Agreement shall terminate upon
termination for any reason of Optionee's employment with TMW Enterprises, Inc.
or any of its affiliates.
4. Restrictions Upon Transfer of Options. The Options are
non-transferable and Optionee agrees that he shall not sell, assign, encumber or
otherwise dispose of the Options, voluntarily or involuntarily, except as
specifically provided herein.
5. Additional Restrictions on Shares. Optionee acknowledges that the
Shares issuable upon exercise of the Options have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any state and may
not be sold by Option-unless they are registered under those laws or exemptions
from such registration are available. Prior to the issuance of the Shares to
Optionee upon the exercise of the Options, Optionee shall execute and deliver to
the Optionor any investment letter or other instrument that is required by the
Optionor in order to ensure compliance with the Securities Act of 1933 and
applicable state securities laws. Such investment letter shall provide, among
other things, that the Optionee is acquiring the Shares for investment and not
for resale and that transfer of the Shares will be restricted and that the
certificates to be issued to the Optionee shall bear a restrictive legend
substantially in the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE
BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF
INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE SECURITIES
ACT, AND STATUTORY EXEMPTIONS UNDER THE APPLICABLE STATE SECURITIES
LAWS. THESE SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR
ASSIGNED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION
UNDER PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
THEREUNDER; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE CORPORATION
HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT
SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF ANY SUCH SECURITIES.
6. Execution of Reports; Cooperation. Optionee agrees that upon request
from Optionor, he will execute and will cooperate fully with respect to the
filing of any and all reports, forms and other instruments that Optionor
believes Optionee must execute in order for Optionor and/or Optionee to comply
with the requirements of the Act or the Securities Exchange Act or any other Jaw
or regulation or rule of any exchange, including, without limitation, any
reports of beneficial ownership, Optionee further agrees to cooperate with
respect to providing all such other information or instruments, assurances and
reasonable assistance, which Optionor may reasonably request of Optionee in
order to comply the with provisions of applicable laws, regulations and rules or
to address all reasonable requests of the Company's Transfer Agent. Optionee's
failure to perform the covenants herein in a timely manner will be deemed a
material breach of this Agreement, which shall entitle Optionor to terminate
this Agreement upon written notice to Optionee.
7. Binding Effect. The rights and obligations under this Agreement
shall inure to the benefit of and shall be binding upon the successors and
assigns of the parties and their estates. legal representatives, heirs and
distributees but the Optionee's rights hereunder are personal to him and shall
not be subject to voluntary or involuntary alienation, assignment or transfer.
8. Entire Agreement. Agreement represents the entire agreement of the
parties with respect to the subject matter hereof.
9. Governing Law; Severability. This Agreement shall be governed by the
laws of the State of Michigan without reference to its principles or conflicts
of laws. If any terms hereof shall be determined to be null and void,
ineffectual, invalid or unenforceable by any competent tribunal, the remaining
terms hereof shall continue in till force and effect.
10. Multiple Choices. This Agreement is made in multiple copies, each
of which shall constitute an original.
11. Notices. Any notice required to be given or made to a party
hereunder must be in writing and personally delivered or sent by United States
first class mail to the address of each party appearing below its signature
hereto or to such other address as may be designated in writing from time to
time by a party to the other.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
OPTIONEE: OPTIONOR:
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Xxxxxx X. Xxxxxxx
Address: ___________________ Address: 000 X. Xxx Xxxxxx Xx.
Xxxxx 000
Xxxx, XX 00000