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Exhibit 10(D)(2)(a) Page 1 of 5
SERVOTRONICS, INC.
STOCK OPTION AGREEMENT
FOR
XXXXXX X. XXXXXX
DATED JULY 7, 2000
1. Definitions.
As used in this Agreement:
(a) "Company" means Servotronics, Inc.
(b) "Common Stock" means the common stock, $.20 par value, of
the Company.
(c) "Fair Market Value" of a share of Common Stock on a given
date means the average of the highest and lowest quoted sales prices of a share
of Common Stock on the American Stock Exchange on that date or, if no such
shares were traded on the American Stock Exchange on that date, on the next
preceding date on which such shares were so traded. However, if shares of Common
Stock have not been traded on the American Stock exchange for more than ten days
immediately preceding the given date, the Fair Market Value of a share of Common
Stock shall be determined by the Committee in such manner as it may deem
appropriate.
(d) "Option" means the option granted pursuant to this
Agreement to purchase 15,000 shares of Common Stock, which option is intended to
be a non-qualified stock option.
(e) "Committee" means the Board of Directors of the Company or
any committee of the Board that the Board has appointed.
(f) "Date of Grant" means July 7, 2000
(g) "Optionee" means Xxxxxx X. Xxxxxx.
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Exhibit 10(D)(2)(a) Page 2 of 5
2. Administration.
The Committee shall have all the powers vested in it by the
terms of this Agreement to administer this Agreement. The Committee is
authorized to interpret this Agreement.
3. Grant of Option.
The Company grants to Optionee an option to purchase 15,000
shares of Common Stock pursuant to this Agreement.
4. Terms of Option.
(a) The purchase price of each share of Common Stock subject
to the Option is the Fair Market Value of a share of Common Stock on the Date of
Grant of the Option, which is $3.8125.
(b) The Option may be exercised with respect to 3,750 shares
of Common Stock on or after January 7, 2001, and with respect to an additional
3,750 shares of Common Stock on or after each of the first three anniversaries
of the Date of Grant, on a cumulative basis, provided that the Option shall not
be exercisable later than the day preceding the tenth anniversary of the Date of
Grant.
(c) By executing this Agreement, the Optionee agrees on behalf
of himself, his executor, administrator, heirs and distributees that any shares
of Common Stock purchased pursuant to the Option are being acquired for
investment and not with a view to distribution.
(d) To exercise the Option, written notice should be given to
the Secretary of the Company in the form attached to this Agreement.
(e) The purchase price of any shares with respect to which the
Option is exercised is payable in full on the date the Option is exercised, in
cash or in shares of Common Stock or in a combination of cash and such shares.
The value of a share of Common Stock delivered in payment of the purchase price
shall be its Fair Market Value on the date the Option is exercised.
(f) Except as otherwise provided in this Section 4(f), no
Option shall be transferable otherwise than by will or the laws of descent and
distribution, and during an Optionee's lifetime an Option shall be exercisable
only by the Optionee. Notwithstanding the foregoing, an Option shall be
transferable pursuant to a "domestic relations order" as defined in the Section
414(p) Internal Revenue Code or Title 1 of the Employee Retirement Income
Security Act, or the rules thereunder, and also shall be transferable, without
payment of consideration, to (a) immediate family members of the holder (i.e.,
the Optionee's spouse or former spouse, parents, issue including adopted and
"step" issue, or siblings), (b) trusts for the benefit of immediate family
members, (c) partnerships whose only partners are such family members, and (d)
to any transferee permitted by a rule adopted by the Committee in an individual
case. Any transferee will be subject to all of the conditions set forth in the
Option prior to its transfer.
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Exhibit 10(D)(2)(a) Page 3 of 5
(g) If the Option has not already expired, it shall expire
upon the termination of the Optionee's service as a director of the Company,
whether by death or otherwise, and no shares of Common Stock may thereafter be
purchased pursuant to the Option, except that:
(1) The Optionee may, within three months after the date
of the termination of his service as a director of the Company, purchase any
shares of Common Stock that the Optionee was entitled to purchase under the
Option on the date of the termination of his service as a director.
(2) Upon the death of any Optionee while serving as a
director of the Company or within the three-month period referred to in Section
4(g)(1) above, the Optionee's estate or the person to whom such Optionee's
rights under the Option are transferred by will or the laws of descent and
distribution may, within one year after the date of the Optionee's death,
purchase any shares of Common Stock that the Optionee was entitled to purchase
under the Option on the date of his death.
Nothing in this subsection shall allow the exercise of the
Option later than the day before the tenth anniversary of the Date of Grant of
the Option.
5. Adjustment of Shares Available.
If there is any change in the number of outstanding shares of
Common Stock of the Company through the declaration of stock dividends or
through stock splits, then the number of shares subject to the Option and the
purchase price of the shares subject to the Option shall be automatically
adjusted. If there is any change in the number of outstanding shares of Common
Stock of the Company through any change in the capital account of the Company or
through any other transaction referred to in section 424(a) of the Internal
Revenue Code, then the number of shares subject to the Option and the purchase
price of the shares subject to the Option shall be appropriately adjusted by the
Committee, except to the extent the Committee takes other action pursuant to the
following paragraph.
Notwithstanding the provision of any other Section of this
Agreement, if the Company shall not be the surviving corporation in any merger
or consolidation, or if the Company is to sell all or substantially all of its
assets, or if the ownership of more than 25 percent of the outstanding shares of
Common Stock shall change as the result of a concerted action by one or more
persons or corporations or if an attempt is so made to effect such a change of
ownership, or if the Company is to be dissolved and liquidated (each such event
shall be referred to in this paragraph as a "Corporate Change"), then the Option
shall become exercisable in full as of the Change in Control, and the Committee
may, subject to the agreement of the Optionee, (i) further accelerate the time
at which the Option may be exercised so that the Option may be exercised in full
on or before a date fixed by the Committee, (ii) provide for and offer the
purchase of the Option to the extent then outstanding for an amount of cash
equal to the excess of the Fair Market Value of the shares subject to the Option
(which in the event of
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Exhibit 10(D)(2)(a) Page 4 of 5
a change in the ownership of more than 25 percent of the outstanding shares of
Common Stock shall not be less than the amount of cash and the fair market value
of other consideration tendered for such outstanding shares) over the aggregate
purchase price of the shares subject to the Option, (iii) make such adjustments
to the Option as the Committee finds appropriate to reflect such Corporate
Change, provided such adjustments are not to the disadvantage of the Optionee,
or (iv) cause any surviving corporation in such Corporate Change to assume the
Option or substitute a new option (of equal or greater value) for such Option.
6. No Right to Continue as Director.
Nothing in this Agreement shall confer upon the Optionee the
right to continue as a director of the Company.
7. Rights as Stockholder.
No person shall have the rights of a stockholder with respect
to shares of Common Stock subject to the Option until the date of issuance, if
any, of a stock certificate pursuant to the exercise of the Option.
8. Regulatory Approvals and Listing.
The Company shall not be required to issue any certificate or
certificates for shares of Common Stock upon the exercise of the Option prior to
(a) the obtaining of any approval from any government agency that the Company
shall, in its sole discretion reasonably, determine to be necessary, (b) the
admission of such shares to listing on any stock exchange on which the Common
Stock may then be listed, and (c) the completion of any registration or other
qualification of such shares under any state or Federal law or rulings or
regulations of any governmental body that the Company shall, in its sole
discretion, reasonably determine to be necessary or advisable. The Company
agrees to use its best efforts to accomplish the above expeditiously and at no
cost to the Optionee.
9. Satisfaction of Tax Liabilities.
The Company shall not be required to issue any certificate for
shares of Common Stock upon the exercise of the Option unless any Federal,
state, or local tax withholding obligation incurred by the Company in connection
with the exercise of the Option has been provided for by the Optionee through
the Optionee's delivery of a sufficient amount of cash or shares of Common Stock
to the Company or through the Company's retention of shares of Common Stock
otherwise issuable on the exercise of the Option.
The value of a share of Common Stock delivered or retained to
provide for the tax withholding obligation incurred by the Company shall be its
Fair Market Value on the date the Option is exercised.
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Exhibit 10(D)(2)(a) Page 5 of 5
10. Amendment
The Board of Directors of the Company may amend the Agreement
in any respect, provided, however, no amendment of the Plan shall adversely
affect any right of the holder of an option already granted without such
optionee's written consent.
11. Construction.
This Agreement shall be construed in accordance with the law
of the State of Delaware.
SERVOTRONICS, INC.
By /s/ Xxx X. Xxxxx
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Xxx X. Xxxxx
Secretary and Treasurer
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
