Exhibit (d)(3)
STRATOS LIGHTWAVE, INC.
STOCK OPTION AWARD AGREEMENT
This agreement dated as of ___________ (Award Agreement), is entered
into by and between Stratos Lightwave, Inc., a Delaware corporation (the
Company), and ____________ (the Optionee). All capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them by the Stratos
Lightwave, Inc. 2000 Stock Plan (the Plan).
1. General. The purpose of the Plan is to attract, retain and reward
employees, to increase stock ownership and identification with the Company's
interests, and to provide incentive for remaining with and enhancing the value
of the Company over the long-term. The options evidenced by this Award Agreement
(Options) are nonqualified options granted as of ______________ (Award Date)
pursuant to and subject to all of the provisions of the Plan applicable to
Options granted pursuant to Article 6 of the Plan, which provisions are, unless
otherwise provided herein, incorporated by reference and made a part hereof to
the same extent as if set forth in their entirety herein, and to such other
terms necessary or appropriate to the grant hereof having been made. A copy of
the Plan is on file in the offices of the Company.
2. Grant. The Company hereby grants to the Optionee Options to purchase
a total of ______ shares of Common Stock of the Company, exercisable as provided
in the vesting schedule set forth in Section 5 below at $______ per share. These
Options shall terminate in accordance with Section 6.01 of the Plan, but
generally immediately upon termination for Cause, three months after the
Optionee's termination of employment for other than Cause, 12 months after the
Optionee's death or total disability, or 10 years from the Award Date.
3. Exercise.
(a) Restrictions on Exercise. Notwithstanding anything herein to
the contrary, the Options granted hereunder may not be
exercised, either in whole or in part, until a registration
statement (Form S-8) under the Securities Act of 1933 is in
effect with respect to the Plan and the Common Stock issued in
connection with Awards under the Plan.
(b) Exercise Procedure. In order to exercise the Options granted
hereunder, the Optionee must give written notice thereof to
the Committee, as designated under the Plan, at the Company's
corporate headquarters in Chicago, Illinois, in a form
approved by the Committee, specifying the number of shares of
Common Stock being purchased. Such notice must be accompanied
by payment of the Option Price for the share or shares being
purchased and this Award Agreement so that appropriate
notation can be made thereon to reflect such exercise. Such
payment shall be by cash or check payable to the order of the
Company, in an amount equal to the Option Price of the shares
of Common Stock being purchased; provided, however, that in
the discretion of the Committee all or a portion of the Option
Price for the share or shares of Common Stock being purchased
may also or alternatively be paid by the delivery of shares of
Common Stock, the aggregate
Fair Market Value of which is equal to the portion of such
Option Price being paid by the delivery of shares of Common
Stock. Shares of Common Stock which may be used for payment
shall include shares which were received by the Optionee upon
the exercise of one or more Options and shares which the
Optionee directs the Company to withhold, for the purpose of
paying the Option Price, from shares which the Optionee would
have received upon the exercise of one or more Options.
4. No Other Rights. Nothing herein contained shall confer on the
Optionee any right with respect to continuation of employment by the Company or
its Subsidiaries or Affiliates, or interfere with the right of the Company or
its Subsidiaries or Affiliates to terminate at any time the employment of the
Optionee, or, except as to shares of Common Stock actually delivered, confer any
rights as stockholder upon the holder hereof.
5. Vesting. Subject to Section 6 hereof and the provisions of the
Plan, the Options granted hereunder will become exercisable by the Optionee in
accordance with the following vesting schedule if the Optionee continues to be
employed by the Company (or a Subsidiary or Affiliate thereof) until the
specified periods have elapsed from the Award Date of the Options:
Number of Months
----------------
Since Award Date Vested Percentage
---------------- -----------------
Fewer than 12 months 0.0%
12 months 25.00%
15 months 31.25%
18 months 37.50%
21 months 43.75%
24 months 50.00%
27 months 56.25%
30 months 62.50%
33 months 68.75%
36 months 75.00%
39 months 81.25%
42 months 87.50%
45 months 93.75%
48 months or more 100.00%
6. Forfeiture.
(a) Forfeiture of Option Gain and Unexercised Options if the Optionee Engages in
Certain Activities. If, at any time within (1) the term of this Option or
(2) within 12 months after termination of employment for any reason
whatsoever other than termination by the Optionee's employer without Cause,
or (3) within 12 months after the Optionee exercises any portion of this
Option, whichever is the latest, the Optionee engages in any activity in
adverse, contrary or harmful to the interests of the Company, including, but
not limited to: (i) conduct related to the Optionee's
employment for which either criminal or civil penalties against the Optionee
may be sought, (ii) violation of Company policies, including, without
limitation, the Company's xxxxxxx xxxxxxx policy, (iii) while employed by
the Company or Affiliate, serving as a consultant, advisor or in any other
capacity to an entity that is, or proposes to be, in competition with or
acting against the interests of the Company, (for purposes of this Agreement
the entities listed in Exhibit A hereto, which is incorporated herein by
reference, are conclusively presumed to be in competition with the Company),
(iv) employing or recruiting any present, former or future employee of the
Company, whether individually or behalf of another person or entity, (v)
disclosing or misusing any confidential information or material concerning
the Company, or (vi) participating in a hostile takeover attempt, then (1)
this Option shall terminate effective as of the date on which the Optionee
entered into such activity, unless terminated sooner by operation of another
term or condition of this Award Agreement or the Plan, and (2) the Optionee
shall immediately pay to the Company any Option Gain realized by the
Optionee from exercising all or a portion of this Option. Notwithstanding
anything herein to the contrary, for purposes of this Section 6(a) an
Optionee will not be deemed to be engaged in an activity that is adverse,
contrary or harmful to the Company merely because following the termination
of his employment with the Company and all of its Subsidiaries and
Affiliates he serves as an employee, consultant or an advisor to an entity
that is, or proposes to be, in competition with the Company.
(b) Right of Set-off. If the Optionee owes the Company any amount by virtue
of Section 6(a) above, then the Company (or any Subsidiary or Affiliate)
may recover such amount by setting it off from any amounts the Company
(or any Subsidiary or Affiliate) owes or may owe the Optionee from time
to time. By accepting this Option and signing this Award Agreement in
the space provided below, the Optionee consents to a deduction of any
amount the Optionee may owe the Company by virtue of Section 6(a) above
from any amounts the Company (or any Subsidiary or Affiliate) owes or
may owe the Optionee from time to time (including amounts owed to the
Optionee as wages or other compensation, fringe benefits, or vacation
pay, as well as any other amounts owed to the Optionee). Whether or not
the Company elects to make any set-off in whole or in part, if the
Company does not recover by means of set-off the full amount the
Optionee owes it, calculated as set forth above, the Optionee agrees to
pay immediately the unpaid balance to the Company.
(c) Committee Discretion. The Committee may release the Optionee from the
obligations under paragraphs (a) above if the Committee (or its duly
appointed agent) determines in its sole discretion that such action is
in the best interest of the Company.
(d) Amendment of Exhibit A. The Company retains the right to amend Exhibit A
from time to time through the date an Optionee's employment with the
Company and all Subsidiaries and Affiliates terminates. A copy of
Exhibit A as amended
subsequent to the date of this Agreement is available upon written
request to the Secretary of the Company.
7. Other Terms and Conditions. The Committee shall have the discretion
to determine such other terms and provisions hereof as stated in the Plan.
8. Applicable Law. The validity, construction, interpretation and
enforceability of this Award Agreement shall be determined and governed by the
laws of the State of Illinois without regard to any conflicts or choice of law
rules or principles that might otherwise refer construction or interpretation of
this Agreement to the substantive law of another jurisdiction, and any
litigation arising out of this Award Agreement shall be brought in the Circuit
Court of the State of Illinois or the United States District Court of the
Eastern Division of the Northern District of Illinois and the Optionee consents
to the jurisdiction and venue of those courts.
9. Severability. The provisions of this Award Agreement are severable
and if any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions, and any partially
unenforceable provision to the extent enforceable in any jurisdiction, shall
nevertheless be binding and enforceable.
10. Waiver. The waiver by the Company of a breach of any provision of
this Award Agreement by Optionee shall not operate or be construed as a waiver
of any subsequent breach by Optionee.
11. Survival. Section 6 of this Award Agreement will remain in full
force and effect following the termination of the Optionee's employment with the
Company and its Subsidiaries and Affiliates for any reason.
12. Binding Effect. The provisions of this Award Agreement shall be
binding upon the parties hereto, their successors and assigns, including,
without limitation, the Company, its successors or assigns, the estate of the
Optionee and the executors, administrators or trustees of such estate and any
receiver, trustee in bankruptcy or representative of the creditors of the
Optionee. Notwithstanding anything herein to the contrary, in the event of the
merger or consolidation of the Company with any other corporation or
corporations, the sale by the Company of a major portion of its assets or of its
business and good will, or any other corporate reorganization involving the
Company, the Optionee's obligations under Section 6 hereof may be assigned and
transferred to such successor in interest.
13. Construction. This Award Agreement is subject to and shall be
construed in accordance with the Plan, the terms of which are explicitly made
applicable hereto. Unless otherwise defined herein, capitalized terms in this
Award Agreement shall have the same definitions as set forth in the Plan. In the
event of any conflict between the provisions hereof and those of the Plan, the
provisions of the Plan shall govern.
OPTIONEE Stratos Lightwave, Inc.
_____________________________ By:________________________________
Its:_______________________________
STRATOS LIGHTWAVE, INC.
STOCK OPTION AWARD AGREEMENT
This agreement dated as of __________, ("Award Agreement"), is entered
into by and between Stratos Lightwave, Inc., a Delaware corporation (the
"Company") __________ (the "Optionee"). All capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them by the Stratos
Lightwave, Inc. 2000 Stock Plan (the "Plan").
1. General. The purpose of the Plan is to attract, retain and reward
employees, to increase stock ownership and identification with the Company's
interests, and to provide incentive for remaining with and enhancing the value
of the Company over the long-term. The options evidenced by this Award Agreement
("Options") are nonqualified options granted as of ___________ ("Award Date")
pursuant to and subject to all of the provisions of the Plan applicable to
Options granted pursuant to Article 6 of the Plan, which provisions are, unless
otherwise provided herein, incorporated by reference and made a part hereof to
the same extent as if set forth in their entirety herein, and to such other
terms necessary or appropriate to the grant hereof having been made. A copy of
the Plan is on file in the offices of the Company.
2. Grant. The Company hereby grants to the Optionee Options to purchase
a total of _________ shares of Common Stock of the Company, exercisable as
provided in the vesting schedule set forth in Section 5 below at $______ per
share. These Options shall terminate in accordance with Section 6.01 of the
Plan, but generally immediately upon termination for Cause, three months after
the Optionee's termination of employment for other than Cause, 12 months after
the Optionee's death or total disability, or 10 years from the Award Date.
3. Exercise.
(a) Restrictions on Exercise. Notwithstanding anything herein to
the contrary, the Options granted hereunder may not be
exercised, either in whole or in part, until a registration
statement (Form S-8) under the Securities Act of 1933 is in
effect with respect to the Plan and the Common Stock issued in
connection with Awards under the Plan.
(b) Exercise Procedure. In order to exercise the Options granted
hereunder, the Optionee must give written notice thereof to
the Committee, as designated under the Plan, at the Company's
corporate headquarters in Chicago, Illinois, in a form
approved by the Committee, specifying the number of shares of
Common Stock being purchased. Such notice must be accompanied
by payment of the Option Price for the share or shares being
purchased and this Award Agreement so that appropriate
notation can be made thereon to reflect such exercise. Such
payment shall be by cash or check payable to the order of the
Company, in an amount equal to the Option Price of the shares
of Common Stock being purchased; provided, however, that in
the discretion of the Committee all or a portion of the Option
Price for the share or shares of Common Stock being purchased
may also or alternatively be paid by the delivery of shares of
Common Stock, the aggregate Fair Market Value of which is
equal to the portion of such Option Price being
paid by the delivery of shares of Common Stock. Shares of
Common Stock which may be used for payment shall include
shares which were received by the Optionee upon the exercise
of one or more Options and shares which the Optionee directs
the Company to withhold, for the purpose of paying the Option
Price, from shares which the Optionee would have received upon
the exercise of one or more Options.
4. No Other Rights. Nothing herein contained shall confer on the
Optionee any right with respect to continuation of employment by the Company or
its Subsidiaries or Affiliates, or interfere with the right of the Company or
its Subsidiaries or Affiliates to terminate at any time the employment of the
Optionee, or, except as to shares of Common Stock actually delivered, confer any
rights as stockholder upon the holder hereof.
5. Vesting. Subject to Section 6 hereof and the provisions of the
Plan, the Options granted hereunder will become exercisable by the Optionee in
accordance with the following vesting schedule if the Optionee continues to be
employed by the Company (or a Subsidiary or Affiliate thereof) until the
specified periods have elapsed from the Award Date of the Options:
Number of Months
Since Award Date Vested Percentage
---------------- -----------------
fewer than 12 months 0.0%
12 months 50.00%
15 months 62.50%
18 months 75.00%
21 months 87.50%
24 or more months 100.00%
6. Forfeiture.
(a) Forfeiture of Option Gain and Unexercised Options if the
Optionee Engages in Certain Activities. If, at any time within
(1) the term of this Option or (2) within 12 months after
termination of employment for any reason whatsoever other than
termination by the Optionee's employer without Cause, or (3)
within 12 months after the Optionee exercises any portion of
this Option, whichever is the latest, the Optionee engages in
any adverse, contrary or harmful to the interests of the
Company, including, but not limited to: (i) conduct related to
the Optionee's employment for which either criminal or civil
penalties against the Optionee may be sought, (ii) violation
of Company policies, including, without limitation, the
Company's xxxxxxx xxxxxxx policy, (iii) while employed by the
Company or any Subsidiary or Affiliate, serving as a
consultant, advisor or in any other capacity to an entity that
is, or proposes to be, in competition with or acting against
the interests of the Company, (for purposes of this Agreement,
including the entities listed in Exhibit A hereto, which is
incorporated herein by reference, are conclusively presumed to
be in competition with the Company), (iv) employing or
recruiting any present, former or future employee of the
Company, whether
individually or behalf of another person or entity, (v)
disclosing or misusing any confidential information or
material concerning the Company, or (vi) participating in a
hostile takeover attempt, then (1) this Option shall terminate
effective as of the date on which the Optionee entered into
such activity, unless terminated sooner by operation of
another term or condition of this Award Agreement or the Plan,
and (2) the Optionee shall immediately pay to the Company any
Option Gain realized by the Optionee from exercising all or a
portion of this Option. Notwithstanding anything herein to the
contrary, for purposes of this Section 6(a), an Optionee will
not be deemed to be engaged in an activity that is adverse,
contrary or harmful to the Company merely because following
the termination of his employment with the Company and all of
its Subsidiaries and Affiliates he serves as an employee,
consultant or advisor to an entity that is, or proposes to be,
in competition with the company.
(b) Right of Set-off. If the Optionee owes the Company any amount
by virtue of Section 6(a) above, then the Company (or any
Subsidiary or Affiliate) may recover such amount by setting it
off from any amounts the Company (or any Subsidiary or
Affiliate) owes or may owe the Optionee from time to time. By
accepting this Option and signing this Award Agreement in the
space provided below, the Optionee consents to a deduction of
any amount the Optionee may owe the Company by virtue of
Section 6(a) above from any amounts the Company (or any
Subsidiary or Affiliate) owes or may owe the Optionee from
time to time (including amounts owed to the Optionee as wages
or other compensation, fringe benefits, or vacation pay, as
well as any other amounts owed to the Optionee). Whether or
not the Company elects to make any set-off in whole or in
part, if the Company does not recover by means of set-off the
full amount the Optionee owes it, calculated as set forth
above, the Optionee agrees to pay immediately the unpaid
balance to the Company.
(c) Committee Discretion. The Committee may release the Optionee
from the obligations under paragraph (a) above if the
Committee (or its duly appointed agent) determines in its sole
discretion that such action is in the best interest of the
Company.
(d) Amendment of Exhibit A. The Company retains the right to amend
Exhibit A from time to time through the date an Optionee's
employment with the Company and all Subsidiaries and
Affiliates terminates. A copy of Exhibit A as amended
subsequent to the date of this Agreement is available upon
written request to the Secretary of the Company.
7. Other Terms and Conditions. The Committee shall have the
discretion to determine such other terms and provisions hereof as stated in the
Plan.
8. Applicable Law. The validity, construction, interpretation and
enforceability of this Award Agreement shall be determined and governed by the
laws of the State of Illinois without regard to any conflicts or choice of law
rules or principles that might otherwise refer
construction or interpretation of this Agreement to the substantive law of
another jurisdiction, and any litigation arising out of this Award Agreement
shall be brought in the Circuit Court of the State of Illinois or the United
States District Court of the Eastern Division of the Northern District of
Illinois and the Optionee consents to the jurisdiction and venue of those
courts.
9. Severability. The provisions of this Award Agreement are severable
and if any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions, and any partially
unenforceable provision to the extent enforceable in any jurisdiction, shall
nevertheless be binding and enforceable.
10. Waiver. The waiver by the Company of a breach of any provision of
this Award Agreement by Optionee shall not operate or be construed as a waiver
of any subsequent breach by Optionee.
11. Survival. Section 6 of this Award Agreement will remain in full
force and effect following the termination of the Optionee's employment with the
Company and its Subsidiaries and Affiliates for any reason.
12. Binding Effect. The provisions of this Award Agreement shall be
binding upon the parties hereto, their successors and assigns, including,
without limitation, the Company, its successors or assigns, the estate of the
Optionee and the executors, administrators or trustees of such estate and any
receiver, trustee in bankruptcy or representative of the creditors of the
Optionee. Notwithstanding anything herein to the contrary, in the event of the
merger or consolidation of the Company with any other corporation or
corporations, the sale by the Company of a major portion of its assets or of its
business and good will, or any other corporate reorganization involving the
Company, the Optionee's obligations under Section 6 hereof may be assigned and
transferred to such successor in interest.
13. Construction. This Award Agreement is subject to and shall be
construed in accordance with the Plan, the terms of which are explicitly made
applicable hereto. Unless otherwise defined herein, capitalized terms in this
Award Agreement shall have the same definitions as set forth in the Plan. In the
event of any conflict between the provisions hereof and those of the Plan, the
provisions of the Plan shall govern.
OPTIONEE Stratos Lightwave, Inc.
_____________________________ By:____________________________
Its:_______________________
