NON-QUALIFIED STOCK OPTION AGREEMENT
This AGREEMENT made as of the 10 day of July, 2000 (this "Agreement"), by
and between LogiMetrics, Inc., a Delaware corporation (the "Corporation"), and
Xxxxx X. Brand (the "Optionee").
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Corporation (the "Board") (with the
Optionee abstaining) approved a one-time payment of $75,000 (the "Special
Compensation") to each of the outside directors in the form of cash, stock
and/or options (including the Optionee);
WHEREAS, the Board has decided to grant options to the Optionee to acquire
one hundred fifty thousand (150,000) shares of the Corporation's common stock
(the "Common Stock") as payment in full by the Company of the Special
Compensation due Optionee upon consummation of the transactions contemplated by
that certain Purchase Agreement, dated July 10, 2000, between the Corporation
and L-3 Communications Corporation; and
WHEREAS, the Corporation hereby agrees to grant options to the Optionee to
acquire one hundred fifty thousand (150,000) shares of the Corporation's Common
Stock, and the Optionee hereby accepts such grant as payment in full of the
Special Compensation, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
1. Grant of Option; Time of Exercise
(a) The Corporation hereby grants the Optionee a stock option (the
"Option") to purchase from the Corporation an aggregate of one hundred fifty
thousand (150,000) shares of Common Stock in the manner and subject to the terms
and conditions provided in this Agreement. It is intended that the Option shall
constitute a non-qualified stock option.
(b) The exercise price shall be $0.54 per share (the "Option Price").
(c) The Option shall be one hundred percent (100%) exercisable on the date
of grant.
2. Payment of Special Compensation
The Optionee hereby acknowledges payment in full of the Special
Compensation.
3. Method of Exercise
The Option may be exercised from time to time by giving written notice
thereof to the Chief Financial Officer of the Corporation, together with payment
in full for the shares of Common Stock to be purchased. The date of such
exercise shall be the date on which the Corporation receives such notice. Such
notice shall state the number of shares of Common Stock for which the Option is
exercised. The purchase price of any shares purchased upon the exercise of the
Option or any portion thereof shall be paid in full at the time of exercise of
the Option by certified or bank cashier's check payable to the order of the
Corporation or, if permitted by the Corporation, by (i) shares of Common Stock
which have been held by the Optionee for at least six (6) months, or by a
combination of checks and such shares of Common Stock or (ii) election of the
Optionee or his Permitted Transferee (as defined in Section 5) to have the
Corporation withhold from the shares of Common Stock that would otherwise be
issued upon exercise of the Option that number of shares having a Fair Market
Value (as defined below) equal to the aggregate Option Price for those shares of
Common Stock to which such election is made. If any portion of the purchase
price is paid in shares of Common Stock, those shares shall be valued at their
then Fair Market Value (as defined below). The Option may not be exercised for a
fraction of a share of Common Stock. For purposes of this Agreement, "Fair
Market Value" shall mean the average per share fair market value of the Common
Stock during the 15-day period prior to the relevant date of exercise by the
Optionee or his Permitted Transferee. If on any date relevant for purposes of
calculating the Fair Market Value the Common Stock is listed on a stock exchange
or is quoted on the automated quotation system of NASDAQ, the Fair Market Value
shall be the closing sale price (or if such price is unavailable, the average of
the high bid price and the low asked price) on such date. If no such closing
sale price or bid and asked prices are available, the Fair Market Value shall be
determined in good faith by the Board in accordance with generally accepted
valuation principles and such other factors as the Board reasonably deems
relevant.
4. Termination of the Option
The Option, to the extent not previously exercised, shall terminate ten
(10) years from the date of grant of the Option.
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5. Rights Prior to Exercise
The Option is nontransferable and may not be sold, assigned, pledged or
encumbered (by operation of law or otherwise) by the Optionee, except by will or
by the laws of descent and distribution in the event of his death; provided
however that, upon request by the Optionee, the Corporation may permit the
Optionee to transfer the Option to a family member or a trust created for the
benefit of family members of the Optionee (each, a "Permitted Transferee").
During the Optionee's lifetime, the Option is only exercisable by the Optionee
and any Permitted Transferees. Neither the Optionee nor any Permitted Transferee
shall have any rights as a holder of shares of Common Stock subject to this
Option until exercise of the Option, payment of the Option Price, and the
issuance of a certificate evidencing shares of Common Stock.
6. Restrictions on Disposition
All shares of Common Stock acquired by the Optionee or any Permitted
Transferee pursuant to this Agreement shall be subject to the restrictions on
sale, encumbrance and other disposition provided by Federal or state law. As a
condition precedent to receiving the shares of Common Stock covered by this
Agreement, the Optionee or any Permitted Transferee may be required by the
Corporation to submit a letter to the Company stating that the shares of Common
Stock are being acquired for investment and not with a view to the distribution
thereof. The Company shall not be obligated to sell or issue any shares of
Common Stock pursuant to this Agreement unless, on the date of sale and issuance
thereof, the shares of Common Stock are either registered under the Securities
Act and all applicable state securities laws, or are exempt from registration
thereunder. All shares of Common Stock issued to the Optionee or any Permitted
Transferee pursuant to this Agreement may bear a restrictive legend summarizing
any restrictions on transferability applicable thereto, including those imposed
by Federal and state securities laws.
7. Reservation of Shares of Common Stock
The Corporation, during the term of the Option, will at all times reserve
and keep available such number of shares of Common Stock as may be exercisable
pursuant to the Option.
8. Tax Withholding
The exercise of any shares of Common Stock pursuant to the Option is
subject to the condition that, if at any time the Corporation shall determine,
in its discretion, that the satisfaction of withholding tax or other withholding
liabilities under any state or Federal law is necessary or desirable as a
condition of, or in connection with, such exercise or the delivery of shares
pursuant thereto, then, in such event, the exercise of the Option or any portion
thereof shall not be effective unless and until such withholding tax or other
withholding liabilities shall have been satisfied in a manner acceptable to the
Corporation.
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9. Services as a Director
Nothing in this Agreement gives the Optionee any right to continued service
as a director of the Corporation or limits in any way the right of the
Corporation, its directors or its stockholders to terminate that service.
10. Certain Adjustments
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, other change in corporate structure affecting
the Common Stock, or spin-off or other distribution of assets to stockholders,
an appropriate adjustment shall be made to the number of shares of Common Stock
subject to the Option, the Option Price and the number of shares of Common Stock
reserved for issuance under this Agreement.
11. Miscellaneous Provisions
(a) Additional Documents. The Optionee hereby agrees to execute and deliver
such further documents and instruments as may be necessary or as may reasonably
be requested in order to effectuate fully the purposes, terms and conditions of
this Agreement, whether before, at, or after the exercise of the Option.
(b) Notices. All notices, demands, requests, or other communications that
may be or are required to be given, served, or sent by a party pursuant to this
Agreement shall be in writing and shall be (i) personally delivered, (ii) mailed
by first-class, registered or certified mail, return receipt requested, postage
prepaid, or (iii) sent by overnight delivery carrier, addressed as follows:
(A) If to the Corporation:
LogiMetrics, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Chief Financial Officer
(B) If to the Optionee:
Xxxxx X. Brand
000 Xxxxxxxxx Xxxx Xxxx
Xxxx Xxxxx, XX 00000
Each party may designate by notice in writing, in the manner described
above, a new address to which any notice, demand, request, or communication
required or permitted by this Agreement may be sent. Any notice, demand,
request, or communication that shall be delivered, mailed or transmitted in the
manner described above shall be deemed given, served, sent or received for all
purposes when it is delivered to the addressee. An affidavit of
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personal delivery, the return receipt, or the delivery receipt shall be deemed
conclusive, but not exclusive, evidence of such delivery or when delivery is
refused by the addressee upon presentation.
(c) Severability. The invalidity of any one or more provisions hereof or of
any other agreement or instrument given pursuant to or in connection with this
Agreement shall not affect the remaining portions of this Agreement or any such
other agreement or instrument or any part thereof; and if one or more of the
provisions contained herein or therein should be invalid, or should operate to
render this Agreement or any such other agreement or instrument invalid, this
Agreement and such other agreements and instruments shall be construed as if
such invalid provisions had not been inserted.
(d) Survival. It is the express intention and agreement of the parties
hereof that all covenants and agreements made in this Agreement shall survive
the execution and delivery of this Agreement and the exercise (if any) of the
Option.
(e) Waivers. Neither the waiver by a party of a breach of or a default
under any of the provisions of this Agreement, nor the failure of a party, on
one or more occasions, to enforce any of the provisions of this Agreement or to
exercise any right, remedy, or privilege hereunder shall thereafter be construed
as a waiver of any subsequent breach or default of a similar nature, or as a
waiver of any such provisions, rights, remedies, or privileges hereunder.
(f) Binding Effect. Subject to any provisions hereof restricting transfer,
encumbrance and assignment, this Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, personal
representatives, successors, and assigns.
(g) Limitation on the Benefit of this Agreement. It is the explicit
intention of the parties hereto that no person or entity other than the parties
hereof is or shall be entitled to bring any action to enforce any provisions of
this Agreement against any parties hereto, and that the covenants, undertakings,
and agreements set forth in the Agreement shall be solely for the benefit of,
and shall be enforceable only by, the parties hereto and their respective heirs,
personal representatives, successors and assigns as permitted hereunder.
(h) Entire Agreement. This Agreement contains the entire agreement among
the parties with respect to subject matter hereof, and supersedes all prior oral
or written agreements, commitments, or understandings with respect to the
matters provided for herein and therein.
(i) Headings. Article, section and subsection headings contained in this
Agreement are inserted for convenience of reference only, shall not be deemed to
be part of this Agreement for any purpose, and shall not in any way define or
affect the meaning, construction or scope of any of the provisions hereof.
(j) Governing Law; Consent to Jurisdiction . This Agreement, the rights and
obligations of the parties hereto, and any claims or disputes relating thereto,
shall be governed
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by and construed in accordance with the internal laws of the State of Delaware
without giving effect to the choice of law principles thereof. Each of the
parties hereto irrevocably submits and consents to the exclusive jurisdiction of
and laying of venue in the courts of the State of New Jersey and the United
States District Court for the District of New Jersey for the purpose of any
suit, action, proceeding or judgment relating to or arising, directly or
indirectly, out of this Agreement and the transactions contemplated hereby. Each
party hereto irrevocably waives any objection to the exclusive laying of venue
of any suit, action or proceeding brought in such courts and irrevocably waives
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.
(k) Counsel. THE OPTIONEE REPRESENTS THAT HE AND/OR HIS OTHER PROFESSIONAL
ADVISORS HAVE HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
LOGIMETRICS, iNC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx, President
Witness: OPTIONEE
/s/ Xxxxx X. Brand
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Xxxxx X. Brand
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