EXHIBIT 4.5
ROCKETCHIPS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT made and entered into as of November 1, 1999, by and between
ROCKETCHIPS, INC., a Minnesota corporation (the "Company"), and XXXX X. XXXXX, a
resident of California (the "Optionee").
WITNESSETH:
WHEREAS, the Board of Directors of the Company has authorized the grant to
Optionee of a non-statutory stock option which is not pursuant the Company's
stock option plans; and
WHEREAS, the Board of Directors of the Company desires to award Optionee a
non-qualified stock option to purchase 50,000 shares of the Company's common
stock, par value $0.01 per share (the "Common Stock").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1. Grant of Option. The Company hereby grants to the Optionee the right
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and option (hereinafter called the "Option") to purchase from the Company an
aggregate amount of fifty thousand (50,000) shares of Common Stock (the "Option
Shares") (such number being subject to adjustment as provided in Paragraph 5
hereof) on the terms and conditions herein set forth. The Option is not an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended.
2. Purchase Price. Subject to the provisions of Paragraph 5 hereof, the
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purchase price for the Option Shares covered hereby shall be $5.00 per share
(the "Purchase Price"), which has been determined by the Board of Directors to
be the fair market value of the Option Shares at the date of grant of the
Option.
3. Term and Vesting of Option. The Option shall be vested in full as of
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November 1, 1999. The Option shall expire on November 1, 2009 (the "Expiration
Date"). Notwithstanding the foregoing, the Option may in no event be exercised
in the event of a voluntary dissolution, liquidation or winding up of the
affairs of the Company, after the close of business on the later of (i) the date
of the twentieth day after the mailing of written notice of such dissolution,
liquidation or winding up, and (ii) the record date for determination of holders
of Common Stock entitled to participate therein.
4. Exercise of Option. The Option may be exercised by written notice to
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the Company at its principal office and place of business in the State of
Minnesota. Such notice shall state the election to exercise the Option and the
number of Option Shares in respect of which it is being
exercised, and shall be signed by the person so exercising the Option. Such
notice shall be accompanied by the payment of the full purchase price of such
Option Shares and the delivery of such payment to the Company. The certificate
for the Option Shares as to which the Option shall have been so exercised shall
be registered in the name of the person exercising the Option. If the Optionee
shall so request in the notice exercising the Option, the certificate shall be
registered in the name of the Optionee and another person jointly with right of
survivorship, and shall be delivered as provided above to or upon the written
order of the person exercising the Option. In the event the Option shall be
exercised by any person other than the Optionee, such notice shall be
accompanied by appropriate proof of the right of such person to exercise the
Option.
5. Adjustments for Changes in Capital Structure. If all or any portion of
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this Option shall be exercised subsequent to any share dividend or combination,
recapitalization, merger, consolidation, exchange of shares or reorganization as
a result of which shares of any class shall be issued in respect to outstanding
Common Stock, or if Common Stock shall be changed into the same or a different
number of shares of the same or another class or classes, the person so
exercising this Option shall receive, for the aggregate price paid upon such
exercise, the aggregate number and class of shares to which they would have been
entitled if Common Stock (as authorized at the date hereof) had been purchased
at the date hereof for the same aggregate price (on the basis of the price per
share set forth in Paragraph 2 hereof) and had not been disposed of. No
fractional share shall be issued upon any such exercise and the aggregate price
paid shall be appropriately reduced on account of any fractional share not
issued.
6. Reservation of Shares. The Company shall, at all times during the term
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of the Option, reserve and keep available such number of shares of its capital
stock as will be sufficient to satisfy the requirements of this Agreement, and
shall pay all original issue and transfer taxes with respect to the issue and
transfer of Option Shares pursuant hereto, and all other fees and expenses
necessarily incurred by the Company in connection therewith.
7. Investment Representation. The Company may require Optionee to furnish
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to the Company, prior to the issuance of any Option Shares upon the exercise of
all or any part of the Option, an agreement (in such form as such the Board of
Directors of the Company may specify) in which Optionee represents that the
Option Shares acquired by him upon exercise of the Option are being acquired for
investment and not with a view to the sale or distribution thereof.
8. No Rights as Shareholder. The holder of the Option shall not have any
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of the rights of a shareholder with respect to the Option Shares covered by the
Option except to the extent that one or more certificates for shares shall be
delivered to him upon the due exercise of the Option.
9. Miscellaneous. This Agreement shall be binding upon and inure to the
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benefit of the parties hereto and their heirs, successors, assigns and
representatives and shall be governed by the laws of the State of Minnesota.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year first above written.
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ROCKETCHIPS, INC.
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
OPTIONEE
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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