EXHIBIT D
XXXXXX, XXXXXXX X.
Board of Directors Option
MOBILITY ELECTRONICS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement (the "Agreement"), dated as
of January 13, 2000, is entered into between Mobility Electronics, Inc., a
Delaware corporation (the "Company"), Xxxxxxx X. Xxxxxx, a director of the
Company (the "Optionee"). In consideration of the mutual promises and covenants
made herein, the parties hereby agree as follows:
1. GRANT OF OPTION. Under the terms and conditions of Section
6(b)(v)(A) of the Company's Amended and Restated 1996 Long Term Incentive Plan
(the "Plan") the Company grants to the Optionee an option (the "Option") to
purchase from the Company all or any part of a total of 20,000 shares of the
Company's Common Stock, par value $.01 per share, at price of $5.25 per share.
The Option is granted as of the date first above written (the "Date of Grant").
2. CHARACTER OF OPTION. The Option is not an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
3. TERM. The Option will expire on the fourth anniversary of the Date
of Grant or, in the event the Optionee is not reelected to the Board of
Directors, resigns or is removed from the Board of Directors for any reason then
any portion of the Option not vested at such time shall terminate as may be
provided in Section 6(b) of the Plan.
4. VESTING. Subject to the provisions of Section 6(b) of the Plan, the
Option may be exercised according to the following schedule:
Amount of
Shares
Exercisable Period
100% After one year from the Date of Grant
The unexercised portion of the Option from one period may be carried over to a
subsequent period or periods, and the right of the Optionee to exercise the
Option as to such unexercised portion shall continue for the entire term.
5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof
shall be effected by the giving of written notice to the Company and payment of
the purchase price prescribed in Section 1 above for the shares to be acquired
pursuant to the exercise.
6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any
shares purchased pursuant to the Option shall be in cash, unless otherwise
agreed to in writing by the Compensation Committee of the Board of Directors of
the Company.
7. TRANSFER OF OPTIONS. The Option may not be transferred except by
will or the laws of descent and distribution and, during the lifetime of the
Optionee, may be exercised only by the Optionee or by the Optionee's legally
authorized representative.
8. TERMINATION. The Option shall terminate on the earlier of (i) the
expiration date set forth in Section 3 above or, (ii) in the event the Optionee
is not reelected to the Board of Directors, resigns or is removed from the Board
of Directors for any reason, the date provided in Section 6(b) of the Plan.
9. ACCEPTANCE OF THE PLAN. The Option is granted subject to all the
applicable terms and provisions of the Plan, and such terms and provisions are
incorporated by reference herein. The Optionee hereby accepts and agrees to be
bound by all the terms and conditions of the Plan.
10. AMENDMENT. This Agreement may be amended by an instrument in
writing signed by both the Company and the Optionee.
11. CONFIDENTIALITY. In consideration of the grant of Option hereunder,
Optionee agrees to the following:
(a) Acknowledgement of Proprietary Interest. Optionee
recognizes the proprietary interest of the Company and its affiliates
in any Trade Secrets (as hereinafter defined) of the Company and its
affiliates. Optionee acknowledges and agrees that any and all Trade
Secrets currently known by Optionee or learned by Optionee during the
course of his engagement by the Company or otherwise, whether developed
by Optionee alone or in conjunction with others or otherwise, shall be
and is the property of the Company and its affiliates. Optionee further
acknowledges and understands that his disclosure of any Trade Secrets
will result in irreparable injury and damage to the Company and its
affiliates. As used herein, "Trade Secrets" means all confidential and
proprietary information of the Company and its affiliates, now owned or
hereafter acquired, including, without limitation, information derived
from reports, investigations, experiments, research, work in progress,
drawings, designs, plans, proposals, codes, marketing and sales
programs, client lists, client mailing lists, financial projections,
cost summaries, pricing formula, and all other concepts, ideas,
materials, or information prepared or performed for or by the Company
or its affiliates and information related to the business, products or
sales of the Company or its affiliates, or any of their respective
customers, other than information which is otherwise publicly
available; provided, however, "Trade Secrets" does not include any
information that is known or readily obtainable by companies within the
computer industry.
(b) Covenant Not-to-Divulge Trade Secrets. Optionee acknowledges
and agrees that the Company and its affiliates are entitled to prevent
the disclosure of Trade Secrets. As Consideration for the grant of the
options hereunder to Optionee by the Company, Optionee agrees at all
times during his engagement with the Company and thereafter to hold in
strict confidence and not to disclose or allow to be disclosed to any
person, firm or corporation, other than to persons engaged by the
Company and its affiliates to further the business of the Company and
its affiliates, and not to use except in the pursuit of the business of
the Company and its affiliates, the Trade Secrets, without the prior
written consent of the Company, including Trade Secrets developed by
Optionee.
(c) Return of Materials at Termination. In the event of any
termination or cessation of his engagement with the Company for any
reason whatsoever, Optionee will promptly deliver to the Company all
documents, data and other information pertaining to Trade Secrets.
Optionee shall not take any documents or other information, or any
reproduction or excerpt thereof, containing or pertaining to any Trade
Secrets.
12. MISCELLANEOUS. This Agreement will be construed and enforced in
accordance with the laws of the State of
Delaware and will be binding upon and
inure to the benefit of any successor or assign of the Company and any executor,
administrator, trustee, guardian or other legal representative of the Optionee.
Executed as of the date first above written.
MOBILITY ELECTRONICS, INC.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, Chief Executive Officer
OPTIONEE:
/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
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Social Security Number of Optionee
