STOCK OPTION AGREEMENT
STOCK
OPTION AGREEMENT dated as of April
11, 2008 (the
"Agreement"),
between WIRELESS TELECOM GROUP, INC., a New Jersey corporation (the
"Company"),
and
Xxxxxxxx
X. Xxxxxxxxx (the
"Optionee").
You
are urged carefully to review the Plan. Optionee acknowledges that Optionee
has
received, read and understood the Plan and this Agreement and agrees to abide
by
and be bound by their terms and conditions. Capitalized terms and certain other
terms used herein without definition have the respective meanings set forth
in
the Plan.
1.
Definitions.
As used
herein:
1.1
“Board”
means
the board of directors of the Company.
1.2 “Cause”
means
the occurrence of any one or more of the following: (i) fraud, embezzlement
and
/or misappropriation of the Company’s (or any successor’s) funds; (ii) gross or
willful misconduct by you in the performance of your duties; (iii) a material
violation of the Company’s (or any successor’s) Code of Conduct; or (iv) a
conviction by, or entry of a plea of guilty or nolo contendre in, a court of
competent jurisdiction for any crime which constitutes a felony or act or moral
turpitude in the jurisdiction involved. The determination as to whether a
Optionee is being terminated for Cause shall be made in good faith by the
Company’s entire Board and shall be final and binding on the Optionee.
1.3 “Change-of-Control”
means
the occurrence of any of the following; (a) the sale, transfer, conveyance
or
other disposition in one or a series of related transactions, or all or
substantially all of the assets of the Company to any entity, person,
or
group;
or (b) any entity, person, or group that becomes, directly or indirectly, the
owner of more than fifty percent (50%) of the voting stock of the Company by
way
of merger, consolidation, or other business combination, other than a
transaction involving only the Company or one or more of its subsidiaries.
Notwithstanding the foregoing, no Change of Control shall be deemed to have
occurred by reason of any actions or events in which you participate in a
capacity other than as an executive or director of the Company.
1.4
“Code”
means
the Internal Revenue Code of 1986, as amended.
1.5
“Committee”
means
those members of the Board who have been designated pursuant to the Plan to
act
in that capacity.
1.6 “Date
of Exercise”
means
the date on which the notice required by Section 5 hereof is hand delivered,
sent by facsimile transmission or placed in the United States mail postage
prepaid.
1.7
“Employer”
means
the Company or the Subsidiary for which Optionee is performing services on
the
Date of Exercise, or for which Optionee was performing services at the time
of
Optionee's death, disability or retirement.
1.8 “Expiration
Date”
means
the earliest of the following:
(a)
if
Optionee shall voluntarily terminate his employment with the Employer (other
than as a result of his death any time), such Optionee shall have the right
to
exercise the option as vested at that time, within five (5) days prior to such
termination of employment; or
(b)
if
Optionee's employment with the Employer shall be Involuntarily Terminated (other
than as a result of his death any time), such Optionee shall have the right
to
exercise the option as vested at that time, any time within thirty (30) days
after such Involuntary Termination of employment; or
(c)
if
Optionee dies, the date one (1) year after death; or
(d) the
day
before the tenth (10th)
anniversary of the Grant date.
1.9
“Fair
Market Value”
means
the fair market value of a Share, as determined pursuant to the
Plan.
1.10 “Grant
Date”
means
April
11, 2008, the
date
on which the Company awarded the Option.
1.11 “Involuntary
Termination”
or
“Involuntarily
Terminated”
means,
in all circumstances other than any termination of Optionee for “Cause”, (i)
without the Optionee’s express written consent, a significant diminution of the
Optionee’s duties, position or responsibilities relative to the Optionee’s
duties, position or responsibilities in effect immediately prior to such
diminution, or the removal of the Optionee from such position, duties and
responsibilities, unless the Optionee is provided with comparable or more
significant duties, positions and responsibilities; (ii) without the Optionee’s
express written consent, a substantial reduction, without good business reasons,
of the quality, scope or amount of the facilities and perquisites (including
office space and location) available to the Optionee immediately prior to such
reduction; (iii) without the Optionee’s express written consent, any reduction
by the Company of the Optionee’s total compensation package, including base
salary and incentive compensation, as in effect immediately prior to such
reduction; (iv) without the Optionee’s express written consent, a material
reduction by the Company in the kind or level of Optionee benefits to which
the
Optionee is entitled immediately prior to such reduction, to the extent
Optionee’s overall benefit package is reduced to a disproportionately greater
extent than other senior executive officers of the Company; or (v) without
the
Optionee’s express written consent, the imposition of a requirement for the
relocation of the Optionee to a facility or a location more than 40 miles from
the Optionee’s current work location.
1.12
“Option”
means
the option hereby granted.
1.13
“Option
Price”
means
$1.42
per
Share, which is equal to 105% of the Fair Market Value on the Grant Date
(rounded up to the nearest cent).
1.14
“Plan”
means
the Amended and Restated Wireless Telecom Group, Inc. 2000 Stock Option Plan
attached hereto as Exhibit
A
and
incorporated herein by reference.
1.15
“Shares”
means
the 120,000 shares
of
the Company's common stock, $.01 par value, which are the subject of the Option
hereby granted.
1.16
“Subsidiary”
means
any corporation that, at the time in question, is a subsidiary corporation
of
the Company within the meaning of Section 424(f) of the Code.
2.
Grant
of Option.
Subject
to the terms and conditions set forth herein and in the Plan, the Company hereby
grants to Optionee the Option to purchase any or all of the Shares. The
Option hereby granted is an incentive stock option within the meaning of Section
422 of the Code. To the extent the Options fails to qualify as an incentive
stock option because it exceeds the $100,000 limit of Section 422 of the Code
it
shall be a non-qualified stock option as provided in applicable Treasury
regulations.
3.
Time
of Exercise.
Provided the Optionee remains in the continuous service of the Company through
the earlier of the occurrence of (a) or (b) below, the Option will vest in
its
entirety on such date and may be exercised in whole or in any part on or after
such date, and shall remain exercisable until the Expiration Date, when the
right to exercise shall terminate absolutely:
(a) the
date
on which the Board shall have determined that both
of the
following shall have occurred in any one fiscal year after the fiscal year
ending December 31, 2007: (a) the Company’s consolidated operating income for
such fiscal year shall have increased by 25% as compared to the Company’s
consolidated operating income for its fiscal year ended December 31, 2007 (i.e.,
it shall have exceeded $3,953,361) and
(b) the
Company’s consolidated net sales for such fiscal year shall have increased by
15% as compared to the Company’s consolidated net sales for its fiscal year
ended December 31, 2007 (i.e., it shall have exceeded $65,092,357);
or
(b) the
date
on which a Change-of-Control is consummated; provided,
however,
that
all consideration in exchange therefor to which the Optionee may become entitled
as a result of such Change-of-Control shall not be delivered to the Optionee
until the earlier
of (i)
the date on which the
Optionee’s employment with the Employer is Involuntarily Terminated following
the consummation of such Change-of-Control or (ii) the date that is six (6)
months next following the date on which such Change-of-Control is
consummated.
4.
Payment
for Shares.
Full
payment for Shares purchased upon the exercise of the Option shall be made
in
cash.
5.
Manner
of Exercise.
To
exercise this Option, or any part hereof, the Optionee shall (a) deliver a
written notice to the Committee or its designated agent specifying the number
of
Shares to be purchased together with the original of this Agreement; and (b)
furnish to the Company a certification that such Optionee has not engaged in
any
activity which is competitive with the current business and activities of the
Company as conducted on the date of the exercise of this Option, and such other
instruments or documents as the Company's legal counsel may reasonably require.
The exercise of your Option (and the ownership of your Option Shares) is subject
to the provisions of the Plan.
6.
Nontransferability
of Option.
Except
as set forth in the Plan, this Option is not assignable or transferable, and,
during the lifetime of the Optionee, is exercisable only by the Optionee. The
Optionee shall have no rights as a shareholder of the Company regarding the
Shares until the Date of Exercise. Optionee shall not be permitted to sell,
dispose, assign, hypothecate or otherwise transfer any Shares acquired upon
exercise of this Option until at least six (6) months have passed since the
Optionee acquired this Option and, thereafter, only in accordance with the
Plan.
7.
SEC
Rule 16b-3.
The
Committee may from time to time impose any conditions on the exercise of the
Option as it deems necessary or advisable to ensure that all rights granted
under the Plan satisfy the requirements of Rule 16b-3 under the Exchange Act
or
any successor rule. Such conditions may include, without limitation, the partial
or complete suspension of the right to exercise the Option.
8.
Issuance
of Certificates; Securities Laws.
As
promptly as is feasible after the exercise of the Option, and subject to the
provisions of Section 7 hereof, a certificate for the Shares issuable on the
exercise of the Option shall be delivered to Optionee or to Optionee's personal
representative, heir or legatee; provided, that no certificate for Shares will
be so delivered until (a) appropriate arrangements have been made with Employer
for the withholding of any taxes which may be due with respect to such Shares
and (b) the Option Price has been paid in full. The Company may condition
delivery of certificates for Shares upon the prior receipt from Optionee of
any
undertakings which it may determine are required to assume that the certificates
are being issued in compliance with federal and state securities
laws.
9.
Premature
Disposition of Shares.
If
Optionee or Optionee's estate sells or otherwise disposes of any Shares acquired
upon exercise of this Option within one year after the date of exercise or
within two (2) years after the Grant Date, Optionee or Optionee's estate agrees
that Optionee or it will deliver a written report to the Secretary of the
Corporation within thirty (30) days following the sale or other disposition,
which report shall set forth the date of sale or other disposition of said
Shares and the net proceeds of such sale or disposition.
10.
Taxes.
Optionee shall be responsible to make appropriate provision for all taxes
required to be withheld in connection with any Option, the exercise thereof
and
the transfer of the Shares. Such responsibility shall extend to all applicable
federal, state, local or foreign withholding taxes. Optionee understands that
Optionee may suffer adverse tax consequences as a result of Optionee's purchase
or disposition of the Shares. Optionee represents that Optionee shall consult
with any tax consultants Optionee deems advisable in connection with the grant
of the Option and the purchase or disposition of the Shares, and that Optionee
is not relying on the Company for any tax advice.
11.
Status
of Option; Interpretation.
The
Option is intended to qualify as an incentive stock option within the meaning
of
Section 422 of the Code. To
the
extent the Options fails to qualify as an incentive stock option because it
exceeds the $100,000 limit of Section 422 of the Code it shall be a
non-qualified stock option as provided in applicable Treasury regulations.
The
Committee shall have sole power to resolve any dispute or disagreement arising
out of this Agreement. The interpretation and construction of any provision
of
this Option or the Plan made by the Committee shall be final and conclusive
and,
insofar as possible, shall be consistent with the requirements of an incentive
stock option.
12.
Option
Not to Affect Employment.
The
Option granted hereunder shall not confer upon Optionee any right to continue
in
the employment of the Employer.
13.
Conflicts.
Notwithstanding anything to the contrary, any conflicts between the terms hereof
and the Plan shall be resolved in favor of the Plan.
14.
Miscellaneous.
14.1
The
address for Optionee to which notice, demands and other communications to be
given or delivered under or by reason of the provisions hereof shall be the
address set forth below under Optionee's signature.
14.2
This
Agreement may be executed in one or more counterparts all of which taken
together will constitute one and the same instrument.
14.3
The
validity, performance, construction and effect of this Agreement shall be
governed by the laws of the State of New Jersey, without giving effect to
principles of conflicts of law.
15.
Entire
Agreement.
The
Plan and this Agreement are intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject
matter.
[The
remainder of this page is intentionally left blank.]
IN
WITNESS WHEREOF, the parties have executed this Agreement in two counterparts
as
of the day and year first above written.
|
WIRELESS
TELECOM GROUP, INC.
|
||
|
By:
|
/s/ Xxxxx X. Xxxxxxx | |
|
Name: Xxxxx
X. Xxxxxxx
|
||
|
Title: Chief
Executive
Officer
|
||
|
OPTIONEE
|
||
| /s/ Xxxxxxxx X. Xxxxxxxxx | ||
|
Address:
000-00
Xxxxx 00 #000
|
||
| Xxxxxxxx, XX 00000 | ||
