Contract
EXHIBIT 10.12.3
![(SAFEGUARD LOGO)](https://www.sec.gov/Archives/edgar/data/86115/000089322008000967/w50133w5013300.gif)
Safeguard Scientifics, Inc., a Pennsylvania corporation (the “Company”), hereby grants to the
grantee named below (“Grantee”) an option (this “Option”) to purchase the total number of shares
shown below of Common Stock of the Company (the “Shares”) at the exercise price per share set forth
below, subject to all of the terms and conditions on the reverse side of this Stock Option Grant
Certificate and the Plan (the “Plan”). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to them in the Plan. The terms and
conditions set forth on the reverse side hereof and the terms and conditions of the Plan are
incorporated herein by reference. This Stock Option Grant Certificate shall constitute the
“Agreement” for this Option as such term is used in the Plan.
Grant Date:
|
||||
Type of Option:
|
Nonqualified Stock Option | |||
Shares Subject to Option:
|
||||
Exercise Price Per Share:
|
$ | |||
Term of Option:
|
years |
The stock option represented hereby shall vest as to the following portions of the underlying
shares as follows: ; provided, however, if prior to the date this option would
otherwise become fully vested, Grantee’s service to the Company as a member of the Board of
Directors terminates as a result of (i) death, (ii) permanent disability, (iii) retirement on or
after his or her 65th birthday, (iv) the occurrence of a Reorganization or Change of
Control (as defined in the Plan) or (v) not being nominated by the Nominating & Corporate
Governance Committee for re-election to the Company’s Board of Directors, this option will be
deemed fully vested as of the date of such termination of service.
The Company shall have the right, without the consent of Grantee, to amend the terms of this Stock
Option Grant Certificate to the extent necessary or appropriate, as determined by the Company in
its sole discretion, to conform with Section 409A of the Internal Revenue Code of 1986, as amended.
Grantee hereby acknowledges receipt of a copy of the Plan, represents that Grantee has read the
Plan and understands the terms and provisions of the Plan, and accepts this Option subject to all
the terms and conditions of the Plan and this Stock Option Grant Certificate. Xxxxxxx acknowledges
that the grant and exercise of this Option, and the sale of Shares obtained through the exercise of
this Option, may have tax implications that could result in adverse tax consequences to the Grantee
and that Grantee is not relying on the Company for any tax, financial or legal advice and will
consult a tax adviser prior to any such exercise or disposition.
In witness whereof, this Stock Option Grant Certificate has been executed by the Company by a duly
authorized officer as of the date specified hereon.
Safeguard Scientifics, Inc.
By:
1. Option Expiration. The Option shall automatically terminate on the earliest of the
following dates:
(a) 5 p.m. prevailing eastern time on the 90th day after the Grantee ceases providing services
to the Company as a member of the Board of Directors, if the termination is for any reason other
than disability (as defined in the Plan), death, cause (as defined in the Plan), retirement on or
after the Grantee’s 65th birthday, or not being nominated for re-election to the
Company’s Board of Directors by the Nominating & Corporate Governance Committee;
(b) 5 p.m. prevailing eastern time on the one-year anniversary date of the date Grantee ceases
providing services to the Company as a member of the Board of Directors on account of the Grantee’s
disability;
(c) 5 p.m. prevailing eastern time on the one-year anniversary date of the date Grantee ceases
providing services to the Company as a member of the Board of Directors if the Grantee dies during
a term as a member of the Board of Directors or within three months after the Grantee’s service as
a member of the Board of Directors ceases on account of a termination described in subparagraph (a)
above;
(d) 5 p.m. prevailing eastern time on the one-year anniversary date of the date Grantee’s
service as a member of the Board of Directors terminates as a result of retirement on or after the
Grantee’s 65th birthday, or after such earlier date as may be determined by the
Committee, in its sole discretion, to be warranted given the particular circumstances surrounding
the earlier termination of the Grantee’s service as a member of the Board of Directors;
(e) 5 p.m. prevailing eastern time on the two-year anniversary date of the date Xxxxxxx’s
service as a member of the Board of Directors terminates as a result of not being nominated by the
Nominating & Corporate Governance Committee for re-election to the Company’s Board of Directors;
(f) the date on which the Grantee ceases to provide services to the Company as a member of
the Board of Directors for cause.
Notwithstanding the foregoing, in no event may the Option be exercised after the expiration of
the Term of Option specified on the reverse side. Other than as specifically set forth herein, any
portion of the Option that is not vested at the date Grantee ceases providing service to the
Company as a member of the Board of Directors shall immediately terminate.
In the event a Grantee’s service to the Company as a member of the Board of Directors is
terminated for cause, the Grantee shall automatically forfeit all shares underlying any exercised
portion of an Option for which the Company has not yet delivered the share certificates upon refund
by the Company of the exercise price paid by the Grantee for such shares.
2. Exercise Procedures.
(a) Subject to the provisions of this Stock Option Grant Certificate and the Plan, the Grantee
may exercise part or all of the vested Option by giving the Company written notice of intent to
exercise in the manner provided in Paragraph 11 below, specifying the number of Shares as to which
the Option is to be exercised. On the delivery date, the Grantee shall pay the exercise price (i)
in cash, (ii) by delivering Shares of the Company (duly endorsed for transfer or accompanied by
stock powers signed in blank) which shall be valued at their fair market value on the date of
delivery, (iii) by payment through a broker in accordance with procedures permitted by Regulation T
of the Federal Reserve Board, or (iv) by such other method as the Committee may approve. The
Committee may impose from time to time such limitations as it deems appropriate on the use of
Shares of the Company to exercise the Option.
(b) The obligation of the Company to deliver Shares upon exercise of the Option shall be
subject to all applicable laws, rules, and regulations and such approvals by governmental agencies
as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem
necessary or appropriate to comply with relevant securities laws and regulations. The Company may
require that the Grantee (or other person exercising the Option after the Grantee’s death)
represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view
to or for sale in connection with any distribution of the Shares, or such other representation as
the Board deems appropriate. All obligations of the Company under this Stock Option Grant
Certificate shall be subject to the rights of the Company as set forth in the Plan to withhold
amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the
Grantee may elect to satisfy any income tax withholding obligation of the Company with respect to
the Option by having Shares withheld up to an amount that does not exceed the maximum marginal tax
rate for federal (including FICA), state and local tax liabilities.
3. Change of Control. The provisions of the Plan applicable to a Change of Control shall
apply to the Option, and, in the event of a Change of Control, the Board may take such actions as
it deems appropriate pursuant to the Plan.
4. Restrictions on Exercise. Only the Grantee may exercise the Option during the Grantee’s
lifetime. After the Grantee’s death, the Option shall be exercisable (subject to the limitations
specified in the Plan) solely by the legal representatives of the Grantee, or by the person who
acquires the right to exercise the Option by will or by the laws of descent and distribution, to
the extent that the Option is exercisable pursuant to this Stock Option Grant Certificate.
Notwithstanding the foregoing, the Committee may provide, at or after grant, that a Grantee
may transfer non-qualified stock options pursuant to a domestic relations order or to family
members or other persons or entities on such terms as the Committee may determine.
5. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of
which are incorporated herein by reference, and in all respects shall be interpreted in accordance
with the Plan. The grant and exercise of the Option shall be subject to the provisions of the Plan
and to interpretations, regulations and determinations concerning the Plan established from time to
time by the Committee in accordance with the provisions of the Plan, including, but not limited to,
provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the
registration, qualification or listing of the Shares, (iii) capital or other changes of the
Company, and (iv) other requirements of applicable law. The Committee shall have the authority to
interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be
conclusive as to any questions xxxxxxx xxxxxxxxx. This Stock Option Grant Certificate represents
the entire agreement between the parties with respect to the grant of the Option and may only be
modified or amended in a writing signed by both parties.
6. No Employment Rights. The grant of the Option shall not confer upon the Grantee any
right to be retained by or in the employ of the Company and shall not interfere in any way with the
right of the Company to terminate the Grantee’s employment or service at any time. The right of
the Company to terminate at will the Grantee’s employment or service at any time for any reason is
specifically reserved. No policies, procedures or statements of any nature by or on behalf of the
Company (whether written or oral, and whether or not contained in any formal employee manual or
handbook) shall be construed to modify this Grant Letter or to create express or implied
obligations to the Grantee of any nature.
7. No Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the
Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges
of a stockholder with respect to the Shares subject to the Option until certificates for Shares
have been issued upon the exercise of the Option.
8. No Disclosure. The Grantee acknowledges that the Company has no duty to disclose to the
Grantee any material information regarding the business of the Company or affecting the value of
the Shares before or at the time of a termination of the Grantee’s employment, including without
limitation any plans regarding a public offering or merger involving the Company.
9. Assignment and Transfers. The rights and interests of the Grantee under this Stock
Option Grant Certificate may not be sold, assigned, encumbered or otherwise transferred except, in
the event of the death of the Grantee, by will or by the laws of descent and distribution. In the
event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose
of the Option or any right hereunder, except as provided for in this Stock Option Grant
Certificate, or in the event of the levy or any attachment, execution or similar process upon the
rights or interests hereby conferred, the Company may terminate the Option by notice to the
Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights
and protections of the Company hereunder shall extend to any successors or assigns of the Company
and to the Company’s parents, subsidiaries, and affiliates. This Stock Option Grant Certificate
may be assigned by the Company without the Grantee’s consent.
10. Applicable Law. The validity, construction, interpretation and effect of this
instrument shall be governed by and determined in accordance with the laws of the Commonwealth of
Pennsylvania.
11. Notice. Any notice to the Company provided for in this instrument shall be addressed
to the Company in care of the General Counsel at the Company’s headquarters and any notice to the
Grantee shall be addressed to such Grantee at the current address shown on the payroll of the
Company, or to such other address as the Grantee may designate to the Company in writing. Any
notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post office regularly
maintained by the United States Postal Service.