Exhibit 99.13
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is effective as of the 11th day of December, 1998,
between SAF T LOK INCORPORATED, a Florida corporation (the "Company"), and
XXXXXXX X. XXXXXX (the "Optionee").
Background
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A. Optionee is currently an employee of the Company.
B. The Company considers it desirable and in the Company's best interest that
Optionee be given an inducement to acquire a proprietary or equity interest
in the Company as an added incentive to advance the interests of the
Company in the form of an option to purchase common stock of the Company.
C. This Agreement shall be considered an individual employee benefit plan for
the Optionee.
D. The Optionee is currently in possession of an option for 10,000 Shares of
the Company's Common Stock. This Option will vest only if, upon vesting of
this Option, the prior option for 10,000 has not been exercised in whole or
in part and is surrendered.
Agreement
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In consideration of the mutual covenants and agreements contained herein and
other good and valuable constitutional, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option. The Company hereby grants to Optionee the right and option
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(hereinafter referred to as the "Option") to purchase up to an aggregate of
50,000 shares of the Company common stock (the "Stock") at an exercise price
equal to $1.09 per share (the "Exercise Price"), on the terms and conditions
herein set forth. The date of grant of the Option is the date set forth on
Exhibit "A" attached hereto.
2. Period of Option. The term of the Option shall be for a period of ten years
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form the date hereof, subject to earlier termination as provided herein. Prior
to the expiration of the Option, Optionee may exercise the Option for portions
of the total option stock granted only in accordance with the vesting schedule
set forth on Exhibit "A" attached hereto.
3. Exercise of Option. The Option shall be exercisable only during the term of
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the Option as long as the Optionee continues to be employed with the Company, or
any successor thereof. Notwithstanding the preceding sentence, as long as the
Option's term has not expired, the Option which is otherwise exercisable in
accordance with the provisions of this Agreement shall be exercisable:
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(a) for a period ending 90 days after the Optionee's employment with the
Company has terminated; or
(b) by the estate, personal representative or beneficiary of the Optionee,
within one year after the dare of the Optionee's death, if the Optionee should
die while in the Continuous Employment of the Company or any successor thereof;
or
(c) within one year after the Optionee's employment with the Company
terminates, if the Optionee becomes permanently and totally disabled (as defined
in Section 22(e)(3) of the Code) provided the Optionee has been in continuous
employment with the Company on the date of the disability and such disability is
the cause of termination.
4. Investment Representation and Agreement. Optionee represents that this
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Option and any shares purchased pursuant to this Option are purchased for
investment purposes only and for Optionee's own account. Optionee acknowledges
that this Option and the shares pertaining to this Option are not registered
under the Securities Act of 1933, as amended the Florida Securities and Investor
Protection Act, or the securities laws of any other state.
5. Restrictive Legend. Optionee hereby agrees that certificates evidencing the
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shares of stock purchased by Optionee pursuant to this Agreement shall be
stamped or otherwise imprinted with a conspicuous legend in substantially the
following form:
These shares have not been registered under the Securities Act
of 1933, as amended, the Florida Securities and Investor
Protection Act or any other state securities laws, and
therefore, cannot be sold unless they are subsequently
registered under the Act and any applicable state securities
laws, or unless an exemption from registration is available.
6. Nonassignability of Option Rights. The Option is exercisable only by
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Optionee, his guardian or legal representative. The Option may not be sold,
exchanged, assigned, pledged, encumbered, hypothecated, or otherwise transferred
except by will or by the laws of descent and distribution. The Option shall not
be subject to execution, attachment, or similar process. Upon any attempt to
sell, exchange, assign, pledge, encumber, hypothecate, or otherwise transfer the
Option or any right thereunder, contrary to the provisions hereof, the Option
and all rights thereunder shall immediately become null and void.
7. Method of Exercise. Optionee may exercise the Option, in whole or in part,
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by written notice to the Company stating in such written notice the number of
shares of Stock such Optionee elects to purchase under the Option, and the time
of the delivery thereof, which time shall be not more than 30 days after the
giving of such notice, unless a later date shall have been mutually agreed upon.
Upon receipt of such written notice, the Company shall provide the Optionee with
that information required by the applicable state and federal securities laws.
If, after receipt of such information, Optionee desires to withdraw such notice
of exercise, Optionee may withdraw such notice of exercise by notifying the
Company, in writing, prior to the time set forth for delivery of the shares of
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Stock. In no event may the Option be exercised after the expiration of its term.
Optionee is under no obligation to exercise an Option or any part thereof.
(a) Payment for Option Stock. The exercise of this Option shall be
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contingent upon receipt by the Company of cash or certified bank check to its
order, shares of the Company's Common Stock or cancellation of a vested
portion of the Stock Option, or any combination of the foregoing in an amount
equal to the full option price of the shares of Stock being purchased. The
Optionee shall have no rights as a shareholder with respect to any shares
covered by his Option until the exercise of the Option and the date of
issuance of a certificate to him for such shares. No adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such certificate is issued.
(b) Delivery of Stock to Optionee. Provided the Optionee has delivered
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proper notice of exercise and full payment of the option price, the Company
shall undertake and follow all necessary procedures to make delivery of the
number of shares of Stock which the Optionee elects to purchase within 30
days of such notice, or if a later date is specified in the notice, at the
time specified in such notice. Such delivery, however, may be postponed at
the sole discretion of the company to enable the Company to comply with any
applicable procedures, regulations or listing requirements of any
governmental agency, stock exchange or regulatory authority. As a condition
to the issuance of shares of Stock, the Company may require such additional
payments from the Optionee as may be required to allow the Company to
withhold any income taxes which the Company deems necessary to insure the
Company that it can comply with any federal or state income tax withholding
requirements.
8. Changes in Capital Structure of Company. In the event of a change in
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capital structure of the Company, the number of shares covered by the Options
and the price per share shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Stock resulting from the splitting or
consolidation of shares, or the payment of a stock dividend, or effected in any
other manner without receipt of additional or further consideration by the
Company. The Company shall give notice of any adjustment to Optionee. In the
event of an Acquisition, any Options not exercised shall be exchanged on an
equitable basis for that consideration payable with respect to the then
outstanding shares in connection with the Acquisition or for a cash payment of
the fair market value of the shares over the exercise price. In the event of a
reorganization or recapitalization, the Optionee shall receive those shares he
would have received had he exercised the Option prior to the reorganization or
recapitalization.
9. Governing Law. This Agreement shall be governed by, interpreted under, and
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construed in accordance with the laws of the State of Florida.
10. Binding Effect. This Agreement will inure to the benefit of and be binding
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on the Company, its successors and assigns, including but not limited to, any
company or entity that may acquire all or substantially all of the Company's
assets and business or into which the company may be consolidated or merged, and
on Optionee and except as set forth in paragraph 6 above, their heirs, legal
representatives, and successors, as the case may be.
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11. Entire Agreement. This Agreement constitutes the entire agreement of the
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parties hereto with respect to the subject matter of this Agreement and
supersedes any and all previous agreements between parties, whether written or
oral, with respect to such subject matter.
12. Waiver of Modification. No waiver or modification of this Agreement or of
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any convenant, condition, or limitation herein contained shall be valid unless
in writing and duly executed by the party to be charged therewith. Furthermore,
no evidence of any waiver or modification shall be offered or received in
evidence in any proceeding, arbitration, or litigation between the parties
arising out of or affecting this Agreement or the rights or obligations of any
party hereunder, unless such waiver or modification is in writing and duly
executed as aforesaid. The provisions of this paragraph may not be waived except
as herein set forth.
13. Number and Gender. Whenever used herein, singular numbers shall include the
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plural, the singular, and the use of any gender shall include all genders.
14. Invalid Provision. The Invalidity or unenforceability of any term or
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provision of this Agreement or the nonapplication of any such term or provision
to any person or circumstance shall not impair or affect the remainder of this
Agreement, and the remaining terms and provisions hereof shall not be
invalidated but shall remain in full force and effect and shall be construed as
if such invalid, unenforceable, or nonapplicable provision were omitted.
15. Nonqualified Stock Option. This Agreement shall be considered an individual
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employee benefit plan for the Optionee.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the
day and year first above written.
"COMPANY" "OPTIONEE"
SAF T LOK INCORPORATED
By:___________________________ ____________________________
Xxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
CEO/Chairman of the Board
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EXHIBIT "A" TO STOCK OPTION AGREEMENT
NOTICE OF GRANT OF STOCK OPTION
This Agreement shall be considered an individual employee benefit plan for the
Optionee.
Name: Xxxxxxx X. Xxxxxx
Address: _______________________________
________________________________
Social Security Number: ###-##-####
You have been granted a stock option to buy Saf T Lok Incorporated common stock
as follows:
Stock Option Grant Date...................................December 11, 1998
Type of Grant*.........................................................NQSO
Exercise Price per Share..............................................$1.09
Total Shares Granted.................................................50,000
Total Amount to Fully Exercise......................................$54,500
Expiration Date of the Grant..............................December 11, 2008
The vesting schedule for this grant is as follows:
1. 50,000 shares shall vest on June 1, 1999, so long as the employee has been
in Continuous Employment with the Company on that date and provided that,
on that date, he has not exercised all or part of the option for 10,000
shares of the Company's stock currently in his possession, and that at that
time he surrenders said option.
By Order of the Board of Directors of Saf T Lok Incorporated
Validated by: __________________________________________________________
Corporate Secretary
*ISO = Qualified Stock Option
NQSO = Nonqualified Stock Option
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