EXHIBIT E
XXXXXX, XXXXXXX X.
MOBILITY ELECTRONICS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement (the "Agreement"), dated as
of September 15, 1998, 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 a price of $5.75 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 fifth 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
----------- ------
25% After one year from the Date of Grant
50% After two years from the Date of Grant
75% After three years from the Date of Grant
100% After four years 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.
(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
