EXHIBIT 10.15
nVIEW CORPORATION
STOCK OPTION AGREEMENT
An Incentive Stock Option ("Option") is hereby granted by nView
Corporation, a Virginia corporation ("Company"), to the Key Employee named below
("Optionee"), under the nVIEW Corporation 1994 Long-Term Incentive Plan (the
"Plan"), for and with respect to common stock of the Company, without par value
("Common Stock"), subject to the following provisions and the terms and
conditions of the Plan, the terms of which Plan are hereby incorporated by
reference.
In consideration of the agreements of Optionee herein provided, the
Company hereby grants to Optionee an option to purchase from the Company the
number of shares of Common Stock, at the purchase price per share, and on the
schedule, all as set forth below. At the time of exercise of the Option, payment
of the purchase price must be made in cash, or if the Stock Option Committee
("Committee") appointed by the Board of Directors of the Company charged with
the administration of the Plan in its discretion agrees to so accept, then by
the delivery to the Company of other Common Stock owned by Optionee, valued at
its fair market value on the date of exercise, or in some combination of cash
and such Common Stock so valued.
Name of Optionee: Xxxxxx Xxxxxxxxxxx
Number of Shares Subject to Option: 25,000
Option Price Per Share: $5.68
Date of Grant: May 10, 1996
Exercise Schedule:
Exercise Period
Number of Shares Commencement Expiration
Subject to Option Date Date
----------------- ------------ ------------
9,000 May 10, 1997 May 10, 2002
9,000 May 10, 1998 May 10, 2003
7,000 January 1, 1999 May 10, 2004
2. The exercise of the Option is conditioned upon the acceptance by
Optionee of the terms of this Agreement evidenced by the Optionee's execution of
this Agreement, in the space provided, and the return of an executed copy to the
Secretary of the Company.
3. If Optionee's employment with the Company and its parent and all
subsidiaries is terminated for any reason, other than for death or disability,
the Option shall expire thirty (30) days after the date of termination of
employment. If Optionee's employment with the Company and its parent and all
subsidiaries is terminated due to his/her disability or death, the Option shall
expire on the earlier of the first anniversary of such termination of employment
and the date the Option expires in accordance with its terms. During such
periods the Option may be exercised by Optionee with respect to the same number
of shares of Common Stock, in the same manner, and to the same extent as if
Optionee had continued in employment during such period and the Option shall be
cancelled with respect to all remaining shares of Common Stock; provided that in
the event Optionee shall die at a time when the Option, or a portion thereof, is
exercisable by him/her, the Option shall be exercisable in whole or in part
during the applicable period set forth herein by a legatee or legatees of the
Option under Optionee's will, or by his/her executors, personal representatives
or distributees, with respect to the number of shares of Common Stock which
Optionee could have purchased hereunder on the date of his/her death and the
Option shall be cancelled with respect to all remaining shares of Common Stock.
4. Written notice of an election to exercise any portion of the Option,
specifying the portion thereof being exercised and the exercise date, shall be
given by Optionee, or his/her personal representative in the event of Optionee's
death, (i) by delivering such notice at the principal executive offices of the
Company, addressed to the Secretary of the Company, no later than the exercise
date, or (ii) by mailing such notice, postage prepaid, addressed to the
Secretary of the Company at the principal executive offices of the Company at
least three business days prior to the exercise date.
5. The Option may be exercised only by Optionee during his/her lifetime
and may not be transferred other than by will or the applicable laws of descent
or distribution. The Option shall not otherwise be transferred, assigned,
pledged or hypothecated for any purpose whatsoever and is not subject, in whole
or in part, to execution, attachment, or similar process. Any attempted
assignment, transfer, pledge or hypothecation or other disposition of the
Option, other than in accordance with the terms set forth herein, shall be void
and of no effect. The Option may be transferred by will or the applicable laws
of descent or distribution.
6. Neither Optionee nor any other person entitled to exercise the
Option under the terms hereof shall be, or have any of the rights or privileges
of, a shareholder of the Company in respect of any of the shares of Common Stock
issuable on exercise of the Option, unless and until the purchase price for such
shares have been paid in full.
7. In the event the Option shall be exercised in whole, this Agreement
shall be surrendered to the Company for cancellation. In the event the Option
shall be exercised in part, or a change in the number or designation of the
Common Stock shall be made, this Agreement shall be delivered by Optionee to the
Company for the purpose of making
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appropriate notation thereon, or of otherwise reflecting, in such manner as the
Company shall determine, the partial exercise or the change in the number or
designation of the Common Stock.
8. The Option and this Agreement shall be construed, administered and
governed in all respects under and by the laws of the Commonwealth of Virginia
to the extent not inconsistent with Section 422 of the Internal Revenue Code of
1986, as amended (the "Code") and regulations issued thereunder.
9. The Option shall be exercised in accordance with such administrative
regulations as the Committee shall from time to time adopt to the extent not
inconsistent with Section 422 of the Code and regulations issued thereunder.
nVIEW CORPORATION
By: _________________________
Xxxxx X. Xxxxxxxxxxxx
Vice President - Finance
The undersigned hereby accepts the foregoing Option and the terms and
conditions thereof.
________________________
Xxxxxx Xxxxxxxxxxx
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