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EXHIBIT 99.2
PLANET POLYMER TECHNOLOGIES, INC.
STOCK OPTION AGREEMENT
RECITALS
A. The Board of Directors of PLANET POLYMER TECHNOLOGIES, Inc.
(the "Company") has adopted the Company's 2000 Stock Incentive Plan (the "Plan")
for the purpose of attracting and retaining the services of selected employees,
directors, advisers and consultants of the Company who contribute to the
financial success of the Company and its affiliates.
B. Optionee is an individual who is to render valuable services
to the Company or its parent or subsidiary corporations, and this Agreement is
executed pursuant to, and is intended to carry out the purposes of, the Plan in
connection with the Company's grant of a stock option to Optionee.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms and conditions
set forth in this Agreement, the Company hereby grants to Optionee, as of the
grant date (the "Grant Date") specified in the accompanying Notice of Grant of
Stock Option or other employment or similar agreement notifying Optionee of the
grant of a stock option by the Company to Optionee (the "Grant Notice"), an
option to purchase up to that number of shares of the Company's Common Stock
(the "Option Shares") as is specified in the Grant Notice. The Option Shares
shall be purchasable from time to time during the option term at the option
price per share (the "Option Price") specified in the Grant Notice.
2. Option Term. This Option shall expire at the close of business
on the expiration date (the "Expiration Date") specified in the Grant Notice,
unless sooner terminated in accordance with Sections 5, 6 or 18, but in no event
shall an Option be exercisable later than ten (10) years from the date of the
Grant Date.
3. Option Nontransferable; Exception. This Option shall be
neither transferable nor assignable by Optionee other than by will or by the
laws of descent and distribution and may be exercised, during Optionee's
lifetime, only by Optionee.
4. Dates of Exercise. This Option may not vest and may not be
exercised in whole or in part at any time prior to the time the Plan is approved
by the Company's shareholders in accordance with Section 18. Provided such
shareholder approval is obtained, this Option shall thereupon vest as is
specified in the Grant Notice, but at a rate of at least twenty percent (20%)
per year over a five (5) year period measured from the Grant Date.
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5. Accelerated Termination of Option Term. The option term
specified in Section 2 shall terminate (and this Option shall cease to be
exercisable) prior to the Expiration Date should one of the following provisions
become applicable:
5.1 Except as otherwise provided in subparagraph 5.2. or
5.3 below, should Optionee cease to remain in Continuous Service while this
Option is outstanding, then all unvested Options shall immediately terminate and
the period for exercising any vested Option shall be reduced to a ninety (90)
day period commencing on the date of such cessation of Continuous Service. Upon
the expiration of such ninety (90) day period or (if earlier) upon the
Expiration Date, this Option shall terminate and cease to be outstanding.
5.2 Should Optionee die or become permanently disabled
while in Continuous Service or within the ninety (90) day period following
cessation of Continuous Service, then the personal representative of the
Optionee's estate or the person or persons to whom the Option is transferred
pursuant to the Optionee's will or in accordance with the law of descent and
distribution shall have the right to exercise any vested Option. Such right
shall lapse and this Option shall cease to be exercisable at the expiration of
the one hundred eighty (180) day period measured from the date of Optionee's
death or disability. Upon the expiration of such one hundred eighty (180) day
period or (if earlier) upon the Expiration Date, this Option shall terminate and
cease to be outstanding.
5.3 If: (a) the Optionee's service is terminated as a
result of any act of dishonesty, willful misconduct, theft, fraud, embezzlement,
alcoholism or drug abuse; or (b) the Optionee makes or attempts to make any
unauthorized use or disclosure of confidential information or trade secrets of
the Company or its parent or subsidiary corporations, then in any such event all
outstanding Options granted to the Optionee under the Plan whether or not vested
shall terminate and cease to be exercisable immediately upon such termination of
Continuous Service or such unauthorized disclosure of confidential or secret
information or attempt thereof.
5.4 During the limited period of exercisability applicable
under Sections 5.1 and 5.2 above, this Option may be exercised for any or all of
the Option Shares for which this Option is, at the time of the Optionee's
cessation of Continuous Service, exercisable in accordance with the exercise
schedule specified in the Grant Notice and the provisions of Section 6 of this
Agreement.
5.5 For purposes of this Section 5 and for all other
purposes under this Agreement:
5.5.1 The Optionee shall be deemed to remain in
Continuous Service for so long as the Optionee continues to render periodic
services to the Company or any parent or subsidiary corporation as an Employee
or as otherwise provided in a written agreement between Optionee and the
Company.
5.5.2 A corporation shall be considered to be a
subsidiary corporation of the Company if it is a member of an unbroken chain of
corporations beginning with the Company, provided each such corporation in the
chain (other than the last corporation) owns, at
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the time of determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
5.5.3 A corporation shall be considered to be a
parent corporation of the Company if it is a member of an unbroken chain ending
with the Company, provided each such corporation in the chain (other than the
Company) owns, at the time of determination, stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.
5.6 This Section 5 shall not apply to any non-qualified
Option granted to a Director as compensation for services as a Director.
6. Special Termination of Option.
6.1 "Corporate Transaction" shall mean any of the
following transactions:
6.1.1 A merger or consolidation in which the
Company is not the surviving entity, except for a transaction the principal
purpose of which is to change the State of the Company's incorporation;
6.1.2 The sale, transfer or other disposition of
all or substantially all of the assets of the Company in liquidation or
dissolution of the Company;
6.1.3 Any reverse merger in which the Company is
the surviving entity, but in which fifty percent (50%) or more of the Company's
outstanding voting stock is transferred to holders different from those who held
the securities immediately prior to the merger; or
6.1.4 An acquisition by any person or related group
of persons (other than the Company or a person that directly or indirectly
controls, is controlled by or is under common control with, the Company) of
ownership of more than fifty percent (50%) of the Company's outstanding Common
Stock, pursuant to a tender or exchange offer (other than a tender or exchange
offer approved by the Board of Directors of the Company and the Board of
Directors determines in its sole discretion shall not be considered a "Corporate
Transaction").
All outstanding unexercised Options granted under this Agreement shall
automatically and immediately vest and become exercisable immediately prior to
the specified effective date for the Corporate Transaction, unless, with the
approval of the Board of Directors of the Company, the Options are assumed in
connection with such Corporate Transaction or substitute options are granted as
provided in the Plan. Upon consummation of the Corporate Transaction, all
outstanding Options under this Agreement shall terminate and cease to be
outstanding, unless assumed by the surviving successor corporation or parent
thereof.
6.2 If this Option is to be assumed in connection with the
Corporate Transaction or is otherwise to continue in effect, then it shall be
appropriately adjusted,
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immediately after such Corporate Transaction, to apply and pertain to the number
and class of securities which would have been issuable, in consummation of such
Corporate Transaction, to an actual holder of the same number of shares of
Common Stock as are subject to such Option immediately prior to such Corporate
Transaction. Appropriate adjustments shall also be made to the Option Price
payable per share, provided that the aggregate Option Price payable for such
securities shall remain the same.
6.3 The exercisability of this Option as an incentive
stock option under the Federal tax laws (if designated as such in the Grant
Notice) shall, in connection with any such Corporate Transaction, be subject to
the applicable dollar limitation set forth in the Code.
6.4 This Agreement shall not in any way affect the right
of the Company to adjust, reclassify, reorganize or otherwise make changes in
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.
7. Adjustment in Option Shares. In the event additional shares of
Common Stock are issued pursuant to a stock split, stock dividend or other
recapitalization resulting in combinations or exchanges of shares or otherwise,
the number of shares of Common Stock then covered by each outstanding Option
shall be increased proportionately with no increase in the total Option Price of
the Common Stock then so covered, and the number of shares of Common Stock
reserved for the purpose of the Plan shall be increased by the same proportion.
In the event that the shares of Common Stock of the Company from time to time
issued and outstanding are reduced by a combination of shares, the number of
shares of Common Stock then covered by each outstanding Option shall be reduced
proportionately with no reduction in the total Option Price of the Common Stock
then so covered, and the number of shares of Common Stock reserved for the
purpose of the Plan shall be reduced by the same proportion.
8. Privilege of Stock Ownership. The holder of this Option shall
not have any of the rights of a shareholder with respect to the Option Shares
until such individual shall have exercised the Option and paid the Option Price.
9. Manner of Exercising Option.
9.1 In order to exercise this Option with respect to all
or any part of the Option Shares for which this Option is at the time
exercisable, Optionee (or in the case of exercise after Optionee's death, the
Optionee's executor, administrator, heir or legatee, as the case may be) must
pay the aggregate Option Price in one of the following alternative forms:
(1) Full payment in cash or check; or
(2) Any other form which the Board of Directors
may, in its sole discretion, approve at the time of exercise.
9.2 For purposes of this Agreement, the fair market value
of a share of Common Stock on any relevant date shall be determined in
accordance with the terms of the Plan.
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9.3 As soon after the Exercise Date as practical, the
Company shall mail or deliver to Optionee or to the other person or persons
exercising this Option a certificate or certificates representing the shares so
purchased and paid for, with the appropriate legends affixed thereto; provided,
however, if in the determination of the Board of Directors based upon the advise
of the Company's tax advisors the issuance of the Option Shares at such time
would materially reduce or eliminate any tax credit, net loss carry-over or
other tax benefit of the Company, the Company may delay issuance and delivery of
the Option Shares until up to the earlier of: (i) the day preceding the
occurrence of a Corporate Transaction; or (ii) one year after the date of
exercise by Optionee.
9.4 In no event may this Option be exercised for any
fractional shares.
10. Compliance with Laws and Regulations.
10.1 The exercise of this Option and the issuance of
Option Shares upon such exercise shall be subject to compliance by the Company
and the Optionee with all applicable requirements of law relating thereto.
10.2 In connection with the exercise of this Option,
Optionee shall execute and deliver to the Company such representations in
writing as may be requested by the Company in order for it to comply with the
applicable requirements of Federal and State securities laws.
11. Successors and Assigns. Except to the extent otherwise
provided in Section 3 and Section 5 of this Agreement, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of Optionee and the
successors and assigns of the Company.
12. Liability of Company.
12.1 If the Option Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Common Stock which may
without shareholder approval be issued under the Plan, then this option shall be
void with respect to such excess shares, unless shareholder approval of an
amendment sufficiently increasing the number of shares of Common Stock issuable
under the Plan is obtained.
12.2 The inability of the Company to obtain approval from
any regulatory body having authority deemed by the Company to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Company of any liability with respect to the non-issuance or sale of
the Common Stock as to which such approval shall not have been obtained. The
Company, however, shall use its diligent efforts to obtain all such approvals.
13. No Employment or Service Contract. Nothing in this Agreement
or in the Plan shall confer upon the Optionee any right to continue in the
service of the Company (or any parent or subsidiary corporation of the Company
employing or retaining Optionee) for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Company (or
any parent or subsidiary corporation of the Company employing or retaining
Optionee) or the rights
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of the Optionee, which rights are hereby expressly reserved by each, to
terminate Optionee's Service at any time for any reason whatsoever, with or
without cause.
14. Notices. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Company in care of the Corporate Secretary at its principal corporate
offices. Any notice required to be given or delivered to Optionee shall be in
writing and addressed to Optionee at the last known address of Optionee in
Company's employment records. All notices shall be deemed to have been given or
delivered upon personal delivery or upon deposit in the U.S. mail, postage
prepaid and properly addressed to the party to be notified.
15. Construction. This Agreement and the option evidenced hereby
are made and granted pursuant to the Plan and are in all respects limited by and
subject to the express terms and provisions of the Plan.
16. Governing Law. The interpretation, performance, and
enforcement of this Agreement shall be governed by the laws of the State of
California without resort to that State's conflict-of-laws rules and the laws of
the United States of America.
17. Shareholder Approval. The grant of this Option is subject to
approval of the Plan, and if applicable each amendment to the Plan, by the
Company's shareholders within twelve (12) months after the adoption of the Plan
by the Board of Directors. Notwithstanding any provision of this Agreement to
the contrary, this Option may not be exercised in whole or in part until such
shareholder approval is obtained. In the event that such shareholder approval is
not obtained, then this option shall thereupon terminate in its entirety and the
Optionee shall have no further rights to acquire any Option Shares hereunder.
18. Additional Terms Applicable to an Incentive Stock Option. In
the event this Option is an incentive stock option as specified in the Grant
Notice, this Option may cease to qualify for favorable tax treatment as an
incentive stock option under the Federal tax laws if (and to the extent) this
Option is exercised and the Option Shares disposed of other than in compliance
with applicable Federal tax laws and regulations. The Company assumes no
responsibility to advise Optionee regarding the tax consequences of exercising
an option or disposing of the Option Shares and Optionee must rely solely upon
Optionee's independent tax advisers.
19. Withholding. Optionee hereby agrees to make appropriate
arrangements with the Company or parent or subsidiary corporation employing
Optionee for the satisfaction of all Federal, State or local income tax
withholding requirements and Federal social security employee tax requirements
applicable to the exercise of this option.
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PLANET POLYMER TECHNOLOGIES, INC.
NOTICE OF GRANT OF OPTION
NOTICE IS HEREBY GIVEN that, subject to Optionee executing this Notice
and thereby accepting the grant, the following option grant (the "Option") has
been made to purchase shares of PLANET POLYMER TECHNOLOGIES, INC. (the
"Company") Common Stock (the "Common Stock"):
Optionee:
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Grant Date:
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Option Price:
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Number of Option Shares:
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Expiration Date:
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Type of Option:
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Vesting and Exercise Schedule: Provided Optionee executes this Notice
and continues in Continuous Service (as defined in the Company's 2000 Stock
Incentive Plan), this Option will vest with respect to, and the Optionee shall
acquire a vested interest in, the Option in accordance with the following
schedule:
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Optionee understands that the Option is granted subject to and in
accordance with the express terms and conditions of the PLANET POLYMER
TECHNOLOGIES, INC., 2000 Stock Incentive Plan (the "Plan"); Optionee agrees to
be bound by the terms and conditions of both the Plan and the attached Stock
Option Agreement, which is incorporated herein by reference.
RELEASE. IN CONSIDERATION OF THE GRANT OF THE OPTION HEREUNDER, OPTIONEE
RELEASES AND DISCHARGES THE COMPANY, AND ITS AGENTS, OFFICERS, DIRECTORS AND
EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS, OR LIABILITIES OF WHATEVER NATURE
WHICH OPTIONEE MAY NOW HAVE OR CLAIM TO HAVE ARISING OUT OF OPTIONEE'S
EMPLOYMENT WITH THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY PRIOR CONTRACT,
AGREEMENT OR UNDERSTANDING, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE GRANT
TO OPTIONEE OF ANY RIGHT TO ACQUIRE OR RECEIVE ANY EQUITY SECURITIES OF OR
INTEREST IN THE COMPANY. IF YOU HAVE, OR BELIEVE YOU HAVE CLAIMS AGAINST THE
COMPANY OF ANY NATURE, YOU SHOULD NOT SIGN THIS
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NOTICE ACCEPTING THE OPTION GRANT. YOUR ACCEPTANCE OF THE OPTION GRANT WILL
WAIVE YOUR RIGHT TO PURSUE SUCH CLAIMS.
PLANET POLYMER TECHNOLOGIES, INC.
By:
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Title:
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Optionee:
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Signature:
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Address:
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NOTE: The granting of this option brings your total options to
_____________ shares with various vesting periods.
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