EXHIBIT C
ELXSI Corporation
0000 Xxxxxxxx Xx., Xxxxx X-0
Xxxxxxx, XX 00000
1995 Incentive Stock Option Plan
Option Grant
ELXSI Corporation hereby grants and awards options in the amount
and on the terms listed below to the named recipient under the
1995 Incentive Stock Option Plan (the "Plan"). Terms used in
this agreement that are defined in the Plan shall have in this
agreement the meanings assigned to them in the Plan.
Recipient: Xxxxxxxxx X. Xxxxxx Date of Grant: 5/18/95
TERMS AND CONDITIONS:
1. Option Price: $5 3/4
2. Number of Shares: 22,500
Qualified or Nonqualified: Xxxxxxx
3. Terms of Exercise:
Expiration Date: 5/18/05
Exercisable After: 11/18/95
Vesting Dates: 100% on 05/18/95
4. Notice of Exercise and Payment: An Option shall be
exercisable only by delivery of a written notice to the
Company's Treasurer, or any other officer of the Company the
Committee designates to receive such notices, specifying the
number of shares of Common Stock for which the Option is
being exercised. If the shares of Common Stock acquired
upon exercise of an Option are not at the time of exercise
effectively registered under the Securities Act, the
optionee shall provide to the Company, as a condition to the
optionee's exercise of the Option, a letter, in form and
substance satisfactory to the Company, to the effect that
the shares are being purchased for the optionee's own
account for investment and not with a view to distribution
or resale, and to such other effects as the Company deems
necessary or appropriate to comply with federal and
applicable state securities laws. Payment shall be made in
full at the time the Option is exercised. Payment shall be
made by:
(i) cash;
(ii) delivery and assignment to the Company of shares
of Common Stock owned by the optionee;
(iii) delivery and assignment to the Company of other
securities of the Company owned by the optionee;
(iv) a combination of (i), (ii) and (iii); or
(v) delivery of a written exercise notice, including
irrevocable instructions to the Company to deliver
the stock certificates issuable upon exercise of
the Option directly to a broker named in the
notice that has agreed to participate in a
"cashless" exercise on behalf of the optionee.
Upon the optionee's satisfaction of all conditions required
for the exercise of the Option and payment in full of the
purchase price for the shares being acquired, the Company
shall, within a reasonable period of time following such
exercise, deliver a certificate representing the shares of
Common Stock so acquired; provided, that the Company may
postpone issuance and delivery of shares upon any exercise
of an Option to the extent necessary or advisable to comply
with applicable exchange listing requirements, National
Association of Securities Dealers, Inc. Automated Quotation
System ("NASDAQ") requirements, or federal or state
securities laws.
5. Withholding Taxes: The Company's obligation to deliver
shares of Common Stock upon exercise of an Option, in whole
or in part, shall be subject to the optionee's satisfaction
of all applicable federal, state and local tax withholding
obligations.
6. Nontransferability of Options: No Option shall be
transferable by the optionee otherwise than by will or the
laws of descent and distribution and shall be exercisable
during the optionee's lifetime only by the optionee (or the
optionee's guardian or legal representative).
7. Termination of Options:
(i) Termination With Consent. If the optionee ceases
to be an Eligible Person and the Company consents
in writing to the optionee's exercise of an Option
following such termination, then the optionee may,
at any time within a period of 90 days following
the date of such termination, exercise such Option
to the extent that the Option was exercisable on
the date the optionee ceased to be an Eligible
Person;
(ii) Retirement. If the optionee ceases to be an
Eligible Person by reason of retirement, then the
optionee may, at any time within a period of 90
days following the date of such termination,
exercise each Option held by the optionee on such
date to the full extent of the Option;
(iii) Death or Disability. In the event of the
optionee's death or disability (within the meaning
of Code Section 22(e)(3)) either (x) while an
Employee or (y) with respect only to Nonqualified
Options, while eligible to exercise a Nonqualified
Option under Sections 7(i) or (ii) above, then the
optionee (or the optionee's legal representative,
executor, administrator, or person acquiring an
Option by bequest or inheritance) may, at any time
within a period of one year following the date of
the optionee's death or commencement of
disability, exercise each Option held by the
optionee on such date to the full extent of the
Option; and
(iv) Other Termination. If the optionee ceases to be
an Eligible Person for any reason other than those
enumerated in Sections 7(i) through (iii) above,
each Option granted to the optionee to the extent
outstanding on the date of such termination, shall
terminate immediately on such termination and may
not be exercised thereafter; provided, however,
that no Option may be exercised to any extent by
anyone after the date of expiration of the
Option's term, except that a Nonqualified Option
shall remain exercisable as provided in Section
7(iii) regardless of the Option's term.
8. Legends: Any restriction on transfer of shares of Common
Stock provided in this Plan or in this option agreement
evidencing any Option shall be noted or referred to
conspicuously on each certificate evidencing such shares.
9. Plan Provisions: The provisions of this option agreement
are subject to the terms and conditions of the Plan, all of
which terms and conditions are incorporated herein by
reference.
Agreed to and accepted by:
ELXSI Corporation
by: ___________________________ Date: _________________
Name:
Title:
Recipient:
_______________________________ Date: _________________
