EXHIBIT 99.3
DATRON SYSTEMS INCORPORATED
1985 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
DATRON SYSTEMS INCORPORATED (the "Company") grants to _____________
("Optionee") a nonqualified stock option to purchase _____ shares of the
Company's common stock at the price of $________ per share. This option is
granted under, and is subject to all of the terms and conditions applicable to
such Options contained in the Company's 1985 Stock Option Plan (the "Plan"), a
copy of which is on file at the Company's headquarters and incorporated into
this Agreement by reference. Subject to the terms and conditions of the Plan,
this option is exercisable in accordance with the Exercise Schedule attached to
this Agreement as Exhibit A. This option expires at the close of business on
____________.
If permitted by the Plan Administrator and Section 6.1.10 of the Plan,
the Optionee may elect to pay any employment and withholding taxes required to
be paid upon exercise of this Option with shares of Common Stock of the Company.
Optionees permitted to make such an election by the Administrator shall do so by
delivering to the Company a written election form, a copy of which is on file at
the Company's headquarters.
The Optionee understands that the tax consequences associated with this
option and with shares purchasable under this option can be complex and can
depend, in part, upon the Optionee's particular circumstances. The Optionee
understands, for example, that the exercise of this option can result in the
imposition of tax even before the Optionee resells the option shares.
Accordingly, the Optionee should consult a tax advisor.
In order to exercise all or any portion of this option, Optionee shall
deliver to the Company an executed Stock Purchase Agreement covering the shares
to be purchased upon such exercise. A copy of this form is on file at the
Company's headquarters and will be provided upon request.
Date of Grant:
DATRON SYSTEMS INCORPORATED
By
-----------------------------------------
Title:
The Optionee hereby accepts and agrees to be bound by all of the terms
and conditions of this Agreement, including the Plan.
Date: , 19
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(Signature)
EXHIBIT A Exercise Schedule
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DATRON SYSTEMS INCORPORATED
Option of
Granted
EXERCISE SCHEDULE
Subject to the terms and conditions set forth in the Agreement of which
this schedule is a part, the Option is exercisable in accordance with the
following schedule:
ON AND AFTER EXERCISABLE PORTION OF OPTION
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33%
another 33%
another 34%
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