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EXHIBIT 10.2
STOCK PURCHASE OPTION
This Stock Purchase Option is granted on this 17th day of June, 1999,
by XETA Corporation, an Oklahoma corporation ("XETA"), to Xxx X. Xxxxx
("Xxxxx") in conjunction with and pursuant to the terms of his employment by
XETA.
RECITALS
WHEREAS, XETA has hired Xxxxx as XETA's President, and Xxxxx has
accepted such employment on this date and will take office on August 2, 1999;
and
WHEREAS, as an inducement to Xxxxx to accept such employment and as
part of the compensation to be paid to him as President of the Company, XETA
agreed to xxxxx Xxxxx options to purchase 200,000 shares of XETA's common
stock, par value $.10 per share;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, XETA hereby grants the following Stock Purchase Option to Xxxxx:
1. Option to Purchase. XETA hereby grants to Xxxxx the option to purchase
200,000 shares of common stock, par value $.10 per share, of XETA (the
"Options"), subject to the terms and conditions set forth herein. The shares to
be issued from time to time upon exercise of the Options shall be unregistered
and "restricted" as that term is defined in Rule 144 of the rules to the
Securities Act of 1933, as amended.
2. Vesting of Options. The Options shall vest in Xxxxx in four installments of
50,000 shares each on the 2nd day of August, 1999, 2000, 2001 and 2002. Any
unvested Options shall terminate and become void in the event of termination of
Xxxxx'x employment with XETA for any reason (including death).
3. Exercise of Options. The Options shall be exercisable from time to time in
whole or in part for a period of ten (10) years from and after the date of
vesting (the "Option Period"). The Options shall be exercisable by Xxxxx only
and shall not be assignable or transferable except as provided in Section 5
below. Subject to the conditions and limitations set forth herein, the Options
shall be exercisable by delivering to XETA on any business day prior to
expiration of the Option Period (i) a written notice specifying the number of
shares Xxxxx desires to purchase, and (ii) cash or certified funds in payment
of the exercise price. Such items shall be sent to XETA at its corporate
headquarters, addressed to the attention of Chief Financial Officer.
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4. Purchase Price. The exercise price of the Options shall be $23.25 per share,
representing the fair market value of the Company's stock on the date of grant.
5. Death of Xxxxx. In the event of the death of Xxxxx, any Options not vested
prior to death shall be forfeited and become void; and any Options that were
vested prior to death may be exercised by the estate of Xxxxx or by a person
who acquires the right to exercise such Option by bequest or inheritance from
Xxxxx, subject to the same conditions upon exercise to which Xxxxx was subject.
6. Termination of Employment. In the event of the termination of Xxxxx'x
employment for any reason, any options not vested prior to such termination
shall be forfeited and become void.
7. Adjustment. In the event the outstanding shares of common capital stock of
XETA as a whole are increased, decreased, changed into, or exchanged for a
different number or kind of shares or securities of XETA, whether through stock
dividends, stock splits, reclassifications, merger, or the like, an approximate
and proportionate adjustment shall be made in the number, kind and per share
exercise price of shares subject to any unexercised portion of the Options. Any
such adjustment shall be made without a change in the total price applicable to
the unexercised portion of the Options, but with a corresponding adjustment in
the price for each share covered by the Options.
IN WITNESS WHEREOF, the undersigned has caused this Stock Purchase
Option to be executed on the day and year first above written.
XETA Corporation
/s/ Xxxx X. Xxxxxx
President
Accepted as of the 17th day of June, 1999.
/s/ Xxx X. Xxxxx
