Outside Directors
(New) 4/30/99
EMS TECHNOLOGIES, INC.
1997 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, entered into as of the __th day
of ______, ____ (the 'Date of Grant'), by and between EMS
TECHNOLOGIES, INC., a Georgia corporation (hereinafter referred
to as the 'Corporation'), and Xxxxxx X. Xxxxxx (hereinafter
referred to as the "Director").
W I T N E S S E T H
WHEREAS, the Board of Directors (the 'Board') of the
Corporation has adopted a stock incentive plan for the directors,
officers and employees of the Corporation or its subsidiary
corporations, which Plan is known as the 'EMS Technologies, Inc.
1997 Stock Incentive Plan' (hereinafter referred to as the
'Plan');
WHEREAS, on the Date of Grant the Director was elected to
serve as a member of the Board for the forthcoming year; and
WHEREAS, the Plan provides for the automatic grant to the
Director, in the circumstances of such election, of a stock
option to purchase shares of the Corporation's common stock as
hereinafter set forth, and the Corporation and the Director
desire to enter into a written agreement with respect to such
option in accordance with the Plan.
NOW, THEREFORE, as an incentive and to encourage stock
ownership, and in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Incorporation of Plan. This option is granted pursuant
to the provisions of the Plan and the terms and definitions of
the Plan, as it may be amended from time to time, are
incorporated by reference into this Stock Option Agreement and
made a part hereof. A copy of the Plan has been delivered to,
and receipt is hereby acknowledged by, the Director.
2. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, the Corporation hereby
evidences its grant to the Director of the right and option
(hereinafter referred to as the 'Option'), which is not an ISO,
to purchase all or any part of an aggregate of Fifteen Thousand
(15,000) shares of the Corporation's $.10 par value common stock
(the 'Common Stock') beginning as follows:
First Date Number of
Exercisable Shares
_____________ 3,000
_____________ 3,000
_____________ 3,000
_____________ 3,000
_____________ 3,000
This Option shall expire and is not exercisable after 5:00
p.m., Atlanta time, on ____________ (the 'Expiration Date').
Notwithstanding the beginning date for exercise set forth in
the second preceding paragraph, but subject to the provisions of
the preceding paragraph with respect to expiration of this
Option, this Option may be exercised as to all or any portion of
the full number of shares subject thereto if: (a) a tender offer
or exchange offer has been made for shares of the Common Stock,
other than one made by the Corporation, provided that the
corporation, person or other entity making such offer purchases
or otherwise acquires shares of Common Stock pursuant to such
offer; or (b) any person or group (as such terms are defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the 'Act')), becomes the holder of 50% or more of the
outstanding shares of Common Stock. If either of the events
specified in this paragraph has occurred, the Option shall be
fully exercisable: (x) in the event of (a) above, during the
period commencing on the date the tender offer or exchange offer
is commenced and ending on the date such offer expires and is not
extended; or (y) in the event of (b) above, during the 30-day
period commencing on the date upon which the Corporation is
provided a copy of a Schedule 13D or amendment thereto, filed
pursuant to Section 13(d) of the Act and the rules and
regulations promulgated thereunder, indicating that any person or
group has become the holder of 50% or more of the outstanding
shares of Common Stock. In the case of (a) above, if the
Corporation, person or other entity making the offer does not
purchase or otherwise acquire shares of Common Stock pursuant to
such offer, then the Director's right under this paragraph to
exercise this Option shall terminate, the Director and the
Corporation shall rescind any exercise of this Option pursuant to
this paragraph, and this Option shall be reinstated as if such
exercise had not occurred.
3. Purchase Price. The price per share to be paid by the
Director for the shares subject to this Option shall be
__________ Dollars ($_____).
4. Exercise Terms. Beginning on the date specified above,
and prior to the expiration of this Option as provided in Section
2 hereof, the Director may exercise this Option as to all such
number of shares, or as to any part thereof, at any time and from
time to time during the remaining term of this Option; provided
that the Director must exercise this Option for at least the
lesser of 100 shares or the unexercised portion of the Option.
In the event this Option is not exercised with respect to all or
any part of the shares prior to its expiration, the shares with
respect to which this Option was not exercised shall no longer be
subject to this Option.
5. Option Non-Transferable. This Option and all rights
hereunder are neither assignable nor transferable by the Director
otherwise than by will or under the laws of descent and
distribution, or pursuant to a Qualified Domestic Relations
Order, and during the Director's lifetime this Option is
exercisable only by him (or by his guardian or legal
representative, should one be appointed, or qualified
transferee). More particularly (but without limiting the
generality of the foregoing), this Option may not be assigned,
transferred (except as aforesaid), pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other
disposition of this Option contrary to the provisions hereof
shall be null and void and without legal effect.
6. Notice of Exercise of Option. This Option may be
exercised by the Director, or by his administrator, executor,
personal representative or qualified transferee, by a written
notice (in substantially the form of the "Notice of Exercise"
attached hereto as Annex A) signed by the Director, or by such
administrator, executor, personal representative or qualified
transferee, and delivered or mailed to the Corporation at its
principal office in Norcross, Georgia, to the attention of the
President, Treasurer or such other officer as the Corporation may
designate. Any such notice shall (a) specify the number of
shares of Common Stock which the Director or such administrator,
executor, personal representative or qualified transferee, as the
case may be, then elects to purchase hereunder, and (b) be
accompanied by (i) a certified or cashier's check payable to the
Corporation, or personal check acceptable to the Corporation, in
payment of the total price applicable to such shares as provided
herein, or (ii) (subject to any restrictions referred to in Annex
A) shares of Common Stock, owned by him and duly endorsed or
accompanied by stock transfer powers, or in lieu thereof, the
form of Attestation of Share Ownership attached as Annex B
executed with respect to such number of such shares, having a
Fair Market Value equal to the total purchase price applicable to
the shares purchased hereunder, or (iii) such a check, and the
number of such shares (or attestation with respect thereto) whose
Fair Market Value when added to the amount of the check equals
the total purchase price applicable to such shares purchased
hereunder. Such notice shall also be accompanied by such a check
or shares of Common Stock in payment of applicable withholding
and employment taxes, or the person exercising this Option shall
authorize (by use of Annex B or otherwise) the withholding of
shares of Common Stock otherwise issuable under this Option in
payment of such taxes, all as set forth on Annex A and subject to
any restrictions referred to therein. Upon receipt of any such
notice and accompanying payment, and subject to the terms hereof,
the Corporation agrees to cause to be issued to the Director or
to such administrator, executor, personal representative or
qualified transferee, as the case may be, stock certificates for
the number of shares specified in such notice registered in the
name of the person exercising this Option.
7. Adjustment in Option. If prior to the complete exercise
of this Option, there shall be a change in the outstanding Common
Stock by reason of one or more stock splits, stock dividends,
combinations or exchanges of shares, recapitalizations or similar
capital adjustments, then the number, kind and option price of
the shares remaining subject to this Option shall be equitably
adjusted in accordance with the terms of the Plan, so that the
proportionate interest in the Corporation represented by the
shares then subject to the Option shall be the same as before the
occurrence of such event.
8. Termination as a Director. If the Director for any
reason ceases to be a member of the Board of Directors of the
Corporation (such event being hereinafter referred to as a
'Termination'), then:
(a) To the extent this Option shall have become
exercisable on or prior to the date of
Termination, it shall remain exercisable until the
Expiration Date; and
(b) Any portion of this Option that had not become
exercisable on or prior to the date of Termination
shall immediately terminate and shall not
thereafter become exercisable.
This Option does not confer upon the Director any right with
respect to continuance as a member of the Board of Directors of
the Corporation.
9. Competitive Activities. This Option is subject to Section 9.2 of
the Plan, which provides that if the Director provides services to a
competitor of the Corporation or any of its Subsidiaries, whether as an
employee, officer, director, independent contractor, consultant, agent or
otherwise, such services being of a nature that can reasonably be expected
to involve the skills and experience used or developed by the Director
while an employee or Director of the Corporation or any such Subsidiary,
then the Director's rights under this Option shall thereupon be forfeited
and terminated, subject to a determination to the contrary by the
Committee.
10. Binding Agreement. This Agreement shall be binding upon the
parties hereto and their representatives, successors and assigns.
IN WITNESS WHEREOF, the Corporation has caused this Stock Option
Agreement to be executed on behalf of the Corporation and the Corporation's
seal to be affixed hereto and attested by the Secretary of the Corporation,
and the Director has executed this Agreement under his seal, all as of the
day and year first above written.
EMS TECHNOLOGIES, INC.
[CORPORATE SEAL]
ATTEST By:
____________________________
Chief Executive Officer
___________________________________
Secretary
DIRECTOR:
______________________(SEAL)
ANNEX A
EMS TECHNOLOGIES, INC.
1997 STOCK INCENTIVE PLAN
Notice of Exercise
of Stock Option
The undersigned hereby notifies EMS Technologies, Inc. (the
'Corporation') of his or her election to exercise an option to purchase
____________ shares of the Corporation's common stock, $.10 par value (the
'Common Stock'), pursuant to that Stock Option Agreement (the 'Agreement')
between ________________________ (the "Director") and the Corporation dated
____________________ 199__. Accompanying this Notice is (1) a certified
or cashier's check (or other check acceptable to the Corporation) in the
amount of $_______________ payable to the Corporation and/or (2) (subject
to such restrictions as may be determined to be necessary or appropriate to
avoid earnings charges or other adverse consequences to the Corporation
under applicable accounting or tax rules or regulations) _______________
shares of the Common Stock presently owned by the undersigned and duly
endorsed or accompanied by stock transfer powers, or in lieu thereof, the
form of Attestation of Share Ownership attached as Annex B to the
Agreement, executed with respect to the number of such shares, having an
aggregate Fair Market Value (as defined in the EMS Technologies, Inc. 1997
Stock Incentive Plan (the "Plan")) as of the date hereof of
$_______________, such amounts being equal, in the aggregate, to the
purchase price per share set forth in Section 3 of the Agreement multiplied
by the number of shares being hereby purchased (in each instance subject to
appropriate adjustment pursuant to Section 7 of the Agreement).
Also accompanying this Notice is my check in the amount of
$_______________,in payment of federal and state income withholding and
employment taxes applicable to this exercise. The amount of such payment
is based on advice received from appropriate officials of the Corporation
responsible for the administration of its payroll and employment tax
obligations. Alternatively, or in addition, and subject to such
restrictions as may be determined to be necessary or appropriate to comply
with Rule 16b-3 under the Securities Exchange Act of 1934, or to avoid
earnings charges or other adverse consequences to the Corporation under
applicable accounting or tax rules or regulations, in full or partial
payment of such taxes:
(1) I deliver herewith an additional _______________ shares of
the Common Stock (or the form of Attestation of Share
Ownership with respect thereto) presently owned by me,
having an aggregate Fair Market Value as of the date hereof
of $_______________; and/or
(2) I hereby authorize the Corporation to withhold, from the
shares of Common stock otherwise issuable to me pursuant to
this exercise, _______________ such shares having an
aggregate Fair Market Value at the date hereof of $
_______________.
The sum of (i) any such check plus (ii) the Fair Market Value at the
date hereof of any shares of Common Stock specified in the foregoing
clauses (1) and (2) is not less than the amount of federal and state
withholding and employment taxes applicable to this exercise, and is not
greater than the total of all federal and state income and employment taxes
to be owed by me as a result of such exercise.
IN WITNESS WHEREOF, the undersigned has set his or her hand and seal,
this day of , .
DIRECTOR OR HIS OR HER ADMINISTRATOR,
EXECUTOR, PERSONAL REPRESENTATIVE OR
QUALIFIED TRANSFEREE
_________________________________________
ANNEX B
EMS TECHNOLOGIES, INC.
1997 Stock Incentive Plan
Attestation of Share Ownership
Pursuant to the Notice of Exercise submitted herewith, I have elected
to purchase _______________ shares of the common stock of EMS Technologies,
Inc. (the 'Company'), pursuant to the Stock Option Agreement dated
____________ (the 'Option'), at an aggregate exercise price of $___________
(the 'Option Price'). I hereby attest to ownership of the shares specified
below (the 'Shares') and hereby tender the Shares in payment of (i)
$__________ of the Option Price, and (ii) $___________ of withholding and
related taxes due upon exercise of the Option, in each case based on their
Fair Market Value on the date hereof (as determined under the Plan) of
$___________ per share).
I certify that I either (i) have held the Shares that I am tendering
for at least one year after acquiring such Shares through the exercises of
an Incentive Stock Option, or (ii) did not obtain such Shares through the
exercise of an ISO.
Although the Company has not required me to make actual delivery of
certificates evidencing the Shares, as a result of which I (and the co-
owner, if any of the Shares) will retain ownership of such Shares, I
represent that I, with the consent and agreement of the co-owner (if any)
of the Shares, have full power to deliver and convey such certificates to
the Company, and therefore could have caused the Company to become sole
owner of such Shares. The co-owner of the Shares, by signing this form,
consents to these representations and the exercise of the Option by this
notice.
Common Stock Number of Number of Shares
Certificate(s) No. Shares Represented Subject to this
or Brokerage Account Attestation
You are hereby instructed to apply towards the Option Price: (check one)
[ ] The maximum number of whole shares necessary to pay the
Option Price and specified taxes, or, if fewer, the total
number of listed Shares, with any remaining amount to be
paid by check accompanying the Notice of Exercise.
[ ] ___________ of the listed Shares with the remaining amount
to be paid by check accompanying the Notice of Exercise.
In each case, the balance of the Shares for which the Option is being
exercised will be issued as specified in the Notice of Exercise.
Name
________________________ __________________________________
Date Signature
__________________________________
Co-Owner's Name (if any)
________________________ __________________________________
Date Co-Owner's Signature
