STOCK OPTION AGREEMENT
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Corcap, Inc. a Nevada corporation ("Corcap"), hereby grants to
CompuDyne Corporation, a Pennsylvania corporation (the "Grantee"), the
option (the "Option") to purchase 16,666 shares (the "Option Shares") of
common stock, par value $.75 per share ("Common Stock") of CompuDyne
Corporation ("CompuDyne") at the purchase price of $.01 per share (the
"Purchase Price").
The Option is granted subject to the following terms and conditions:
1. The Option is immediately exercisable and shall expire five
years from the date of this Agreement (the "Expiration Date").
2. The Option may be exercised, in whole or in part, by written
notification delivered in person or by mail to Corcap's Corporate
Secretary at Corcap's executive offices in Willimantic, Connecticut or at
such other location of its executive offices. Such notification shall be
effective upon its receipt by the Corporate Secretary of Corcap on or
before the Expiration Date, and shall be in substantially the form
attached as Exhibit A, specifying the number of shares with respect to
which the Option is then being exercised and accompanied by payment for
such shares. The Option may not be exercised with respect to a
fractional share. In the event the Expiration Date falls on a day which
is not a regular business day at Corcap's executive offices, then such
written notification must be received at such office on or before the
last regular business day prior to the Expiration Date. Payment is to be
made by check payable to the order of Corcap. No shares shall be issued
on exercise of the Option until full payment for such shares has been
made and all checks delivered in payment therefor have been collected.
The Grantee shall not have any rights of a shareholder with respect to
the Option Shares prior to or upon exercise of the Option, including but
not limited to, the right to vote or to receive dividends, until stock
certificates have been transferred to the Grantee.
3. Corcap shall not be required to transfer any certificate or
certificates for shares purchased upon the exercise of any part of the
Option prior to the payment to Corcap, upon its demand, of any amount
requested by Corcap for transfer or stamp taxes or any other applicable
tax or assessment (plus interest or penalties thereon, if any, caused by
a delay in making such payment) incurred by reason of the exercise of the
Option or the transfer of such shares. The Option shall be exercised and
shares transferred only upon compliance with the Securities Act of 1933,
as amended ( the "Act"), and any other applicable securities laws, and
the Grantee shall comply with any requirements imposed by the Securities
and Exchange Commission or any state securities commission under such
laws or as reasonably requested by Corcap.
4. The Option is transferrable by the Grantee and may be assigned,
transferred, pledged or hypothecated in whole or in part by operation of
law or otherwise.
5. Notwithstanding any other provisions, in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split or other changes in corporate structure or capitalization affecting
the Common Stock, the number of shares remaining to be exercised under
the Option and the Purchase Price shall be appropriately adjusted pro
rata. If, as a result of any adjustment under this paragraph, the
Grantee becomes entitled to a fractional share, it shall have the right
to purchase only the adjusted number of full shares and no payment or
other adjustment will be made with respect to the fractional share so
disregarded.
6. Corcap shall not assign, transfer, pledge or hypothecate the
Option Shares (except as provided herein) until the Expiration Date.
7. The waiver by Corcap of any provision of the Option shall not
operate as or be construed to be a subsequent waiver of the same
provision or a waiver of any other provision of the Option.
8. The Option shall be irrevocable during the Option period and its
validity and construction shall be governed by the laws of the State of
Connecticut.
Dated March 25, 1996
CORCAP, INC.
By /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Its President
I accept the Option, subject to its terms set forth above.
COMPUDYNE CORPORATION
By /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Its President
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Exhibit A
STOCK OPTION EXERCISE NOTE
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Corcap, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxx 00000
Attention:
Ladies and Gentlemen:
Pursuant to the provisions of the Stock Option Agreement, dated
March 25, 1996, (the "Agreement"), whereby you have granted the
undersigned a stock option (the "Option") to purchase 16,666 shares of
Common Stock of CompuDyne Corporation (the "Company"), the undersigned
hereby notifies you of its election to exercise the Option to purchase
.......... of the shares covered by the Option at the price specified
therein.
I understand that the Agreement will be deemed to be amended
automatically to reduce the number of shares remaining to be exercised
under the Agreement by the number of shares exercised by this notice.
In full payment of the price for the shares being purchase, I am
delivering to you herewith a check payable to the order of the Company in
the amount of $...........
Please mail the stock certificates to me at:
Name .........................
Address .........................
.........................
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Calculation of funds due:
Option price $........ X
Number of shares exercised ......... =
Cost of Exercise $..........
Total Amount Due = $..........
To be paid by:
[ ] Cash or check = $..........
TOTAL = $
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Signature of Grantee
x0xxx00x.xx
