EXHIBIT C
XXXXXX, XXXXXXX X.
Audit Committee 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 5,000 shares of the
Company's Common Stock, par value $.01 per share, at a 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
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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 Optionee 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 Optionee is granted subject to all of 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 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
