Exhibit 10(d)
Optionee: Xxxxxxx Xxxxxxxxx
Grant: 150,000 shares
PRO TECH COMMUNICATIONS, INC.
1998 STOCK OPTION PLAN
NONSTATUTORY
STOCK OPTION AGREEMENT
OPTION AGREEMENT dated as of August 4, 1998 between Pro Tech
Communications, Inc., a Florida corporation (the "Company"), having its
principal executive office at 0000 Xxxxxxxxxx 00xx Xxxxxx, Xx. Xxxxxx, Xxxxxxx
00000 and Xxxxxxx Xxxxxxxxx (the "Optionee"), having his address at 0000x
Xxxxxxxx Xxxx, Xx. Xxxxxx, XX.
The Company has adopted the 1998 Stock Option Plan (the "Plan"), a copy of
which is attached hereto, and desires to grant to the Optionee the Nonstatutory
Stock Option provided for herein, all subject to the terms and conditions of the
Plan. Capitalized terms used herein and not defined have the same meanings as
set forth in the Plan.
IT IS AGREED as follows:
1. Grant of Option. The Company hereby grants to the Optionee on the date
hereof a Nonstatutory Stock Option (the "Option") to purchase (subject to
adjustment pursuant to Section 9 of the Plan) an aggregate of 150,000 of its
shares of Common Stock (the "Shares") at an option price per Share of $.375.
2. Option Period.
A. The Option shall vest as follows:
i. The Optionee may immediately exercise up to 50,000 Shares;
ii. The Optionee may exercise up to an additional 50,000 Shares after
August 3, 1999; and
iii. The Optionee may exercise up to an additional 50,000 Shares after
August 3, 2000.
B. The Optionee's right to exercise vested Options shall expire three years
after the date that such Options first become available to be exercised.
3. Exercise of Option. The Optionee may exercise the Option, or any portion
thereof, by delivering to the Company a written notice duly signed by the
Optionee in the form attached hereto as Exhibit A stating the number of Shares
that the Optionee has elected to purchase, and accompanied by payment (in cash
or by certified check) of an amount equal to the sum of (i) the full purchase
price for the Shares to be purchased, plus (ii) any withholding tax required to
be paid pursuant to Section 14(a) of the Plan. After receipt by the Company of
such notice and payment, the Company shall (subject to Section 10 of the Plan)
issue the Shares in the name of the Optionee and deliver the certificate
therefor to the Optionee. No Shares shall be issued until full payment therefor
and any withholding tax has been made, and the Optionee shall have none of the
rights of a shareholder in respect of such Shares until they are issued.
4. Employment. Nothing contained in this Option Agreement shall confer upon
the Optionee any right to be employed by the Company nor prevent the Company
from terminating its current relationship with the Optionee at any time, with or
without cause. If the Optionee's current relationship with the Company is
terminated for any reason, the Option shall be exercisable only as to those
Shares immediately purchasable by the Optionee at the date of termination and,
subject to Section 2 hereof, thereafter as provided in the Plan.
5. Transferability of Option. This Option may not be transferred other than
by laws of descent and distribution, provided, however, that if Form S-8 under
the Securities Act of 1933 is hereafter amended to permit the transfer of an
option to family members by gift or otherwise, then this Option may be so
transferred to family members in accordance with and to the full extent
permitted by Form S-8.
6. Tax Status. The Company makes no representation or warranty whatsoever
to the Optionee as to the tax consequences of the grant or exercise of the
Option or of the disposition of Shares acquired thereunder.
7. Incorporation of Plan. The Option granted hereby is subject to, and
governed by, all the terms and conditions of the Plan, which are hereby
incorporated by reference. This Agreement, including the Plan incorporated by
reference herein, is the entire agreement among the parties hereto with respect
to the subject matter hereof and supersedes all prior agreements and
understandings. In the case of any conflict between the terms of this Agreement
and the Plan, the provisions of the Plan shall control.
8. Purchase for Investment. As a condition to the exercise in whole or in
part of the Option hereby granted, each written notice of election shall include
a representation by the Optionee that the Shares are being purchased for
investment and not for distribution or resale.
9. Notices. Any notice to be given by the Optionee hereunder shall be sent
to the Company at its principal executive offices, and any notice from the
Company to the Optionee shall be sent to the Optionee at his address set forth
above; all such notices shall be in writing and shall be delivered in person or
by registered or certified mail. Either party may change the address to which
notices are to be sent by notice in writing given to the other in accordance
with the terms hereof.
10. Governing Law. This Option Agreement shall be governed by the laws of
the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
PRO TECH COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx,
its President and CEO
OPTIONEE:
/s/Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
EXHIBIT A
PURCHASE FORM
(To be signed and delivered to
Pro Tech Communications, Inc. upon exercise of the Option)
The undersigned, the holder of the foregoing Nonstatutory Stock Option,
hereby irrevocably elects to exercise the purchase rights represented by such
Option, and to purchase thereunder __________ shares of common stock, par value
of $.001 of Pro Tech Communications, Inc. ("Shares") and herewith makes payment
of $_________ ($______ per share) therefor, plus $ __________ ($______ per
share) for withholding tax, if any, required pursuant to Section 14(a) of the
Plan and requests that the Certificates for the Shares be issued in the name(s)
of, and delivered to ____________________________________________________ whose
address(es) is/are.
The undersigned hereby represents that the Shares being purchased by the
exercise of this Option are being purchased for investment only and not with a
view towards the sale, transfer, or distribution thereof.
The undersigned hereby agrees to notify Pro Tech Communications, Inc. of
any early disposition of the Shares, and agrees to pay any additional
withholding tax due in connection therewith, all in accordance with Section
14(b) of the Plan.
Dated: __________________, 19__.
