METRON TECHNOLOGY N.V.
1997 SUPERVISORY DIRECTORS' STOCK OPTION PLAN
STOCK OPTION AGREEMENT
NOTICE OF GRANT
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Full Name of Optionee: _______________ Country of Residence: _______________
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No. of Shares Covered: _______________ Date of Grant: _______________
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Option Price Per Share: US$________ Equal to Fair
Market Value (as such term is defined in the Plan) as of
the Date of Grant. Expiration Date: _______________
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Exercise Schedule pursuant to Section 4:
No. of Shares
As To Which Option
Becomes Exercisable
Initial Date of Exercisability As of Such Date
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TERMS AND CONDITIONS
On the Date of Grant an option was automatically granted to you (the
"optionee") pursuant to the Metron Technology N.V. (the "Company") 1997
Supervisory Directors' Stock Option Plan (the "Plan") to purchase shares of the
Company's common stock ("Common Stock"). This option is NOT intended to qualify
and will NOT be treated as an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for Supervisory Directors (as defined in the
Plan).
The details of your option are as follows:
1. The total number of shares of Common Stock subject to this option is
set forth in the Notice of Grant.
1.
2. The exercise price of this option is set forth in the Notice of
Grant.
3. (a) Subject to the limitations contained herein, this option shall
become exercisable (i.e., vest) in four (4) equal annual installments as set
forth in the Notice of Grant; PROVIDED, HOWEVER, that you have, during the
period from the grant date to such vesting date, continuously served as a
Supervisory Director, employee of or consultant to the Company or any Affiliate
(as defined in the Plan); whereupon this option shall become fully exercisable
with respect to that portion of the shares represented by that installment.
(b) Notwithstanding anything to the foregoing, in the event
the optionee's service as a Supervisory Director, employee of or consultant to
the Company or any Affiliate is terminated for any reason other than a voluntary
termination by optionee or a termination for cause, then this option shall, as
of the date of such termination, immediately become vested and exercisable with
respect to all of the shares subject to this option.
(c) This option shall in no event be exercisable in whole or in
part unless and until the Plan has been approved (or ratified) by the
Company's stockholders.
4. (a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in the form attached or as otherwise designated
by the Company) together with the exercise price, to the Secretary of the
Company, or to such other person as the Company may designate, during regular
business hours, together with such additional documents as the Company may then
require pursuant to Section 6 of the Plan.
(b) This option may only be exercised for whole shares.
(c) You may elect to pay the exercise price under one of the
following alternatives:
(i) Payment of the exercise price per share in cash (or
check);
(ii) Provided that at the time of the exercise the Common
Stock is publicly traded and quoted regularly in the Wall Street Journal,
payment pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board which results in the receipt of cash (or check) by the
Company either prior to the issuance of shares of the Common Stock or pursuant
to the terms of irrevocable instructions issued by you prior to the issuance of
shares of the Common Stock.
(iii) Payment by a combination of the methods of payment
specified in subparagraphs (i) through (ii) above.
(d) By exercising this option you agree that the Company may require
you to enter an arrangement providing for the cash payment by you to the Company
of any tax withholding obligation of the Company arising by reason of the
exercise of this option.
5. The Expiration Date of this option is set forth in the Notice of
Grant, subject, however, to earlier termination upon your termination of
service, as set forth in Section 6 of the Plan.
2.
6. Any notices provided for in this option or the Plan shall be given
in writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.
7. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, including without limitation the provisions of Section 6 of the Plan
relating to option provisions, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the
provisions of this option and those of the Plan, the provisions of the Plan
shall control.
Dated the ____ day of_______________, 19__.
Very truly yours,
Metron Technology N.V.
By:
Xxxx authorized on behalf
of the Supervisory Board
ATTACHMENTS:
1997 Supervisory Directors' Stock Option Plan
Notice of Exercise
3.
The undersigned:
(a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and
(b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its Affiliates regarding the acquisition of Common Stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options and any other stock awards previously granted and
delivered to the undersigned under stock award plans of the Company, and (ii)
the following agreements only:
NONE: ______________________
(Initial)
OTHER: _____________________________________________
_____________________________________________
_____________________________________________
___________________________________________
Optionee
4.
