NON-QUALIFIED STOCK OPTION AGREEMENT
This AGREEMENT made as of the 10th day of July, 2000 (this
"Agreement"), by and between LOGIMETRICS, INC., a Delaware corporation (the
"Corporation"), and L-3 Communications Corporation, a Delaware corporation (the
"Optionee").
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Corporation (the "Board") has
approved the grant of options to the Optionee to acquire five million five
hundred fifty-five thousand five hundred fifty-five (5,555,555) shares of the
Corporation's common stock (the "Common Stock") effective upon the closing of
the transactions contemplated by Section 1.1(a) of that certain Purchase
Agreement, dated July 10, 2000 (the "Purchase Agreement"), between the
Corporation and the Optionee; and
WHEREAS, the Corporation hereby agrees to grant options to the Optionee
to acquire five million five hundred fifty-five thousand five hundred fifty-five
(5,555,555) shares of the Corporation's Common Stock, and the Optionee hereby
accepts such grant, 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 five million
five hundred fifty-five thousand five hundred fifty-five (5,555,555) 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
by the Optionee upon the earlier of (i) the date that the aggregate Additional
Share Purchase Price (as defined in the Purchase Agreement) has been paid (or
deemed paid) in full by the Optionee pursuant to Section 1.4 and/or 7.3 of the
Purchase Agreement and (ii) the date that the Optionee exercises its right under
Section 1.4(b) of the Purchase Agreement (each, an "Exercise Event") ; provided,
however, until the occurrence of an Exercise Event, the Optionee may not
exercise the Option.
2. Method of Exercise
The Option may be exercised in whole or in part 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, by wire transfer of immediately
available funds to a bank account of the Corporation, or, at the option of the
Optionee, 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 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. 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.
3. 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.
4. Rights Prior to Exercise
The Option is transferable in whole and in part, subject to
the restrictions on sale, encumbrance and other disposition provided by Federal
or state securities laws. The Optionee shall not 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.
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5. Restrictions on Disposition
All shares of Common Stock acquired by the Optionee or any
transferee pursuant to this Agreement shall be subject to the restrictions on
sale, encumbrance and other disposition provided by Federal or state securities
laws. As a condition precedent to receiving the shares of Common Stock covered
by this Agreement, the Optionee or any 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 present 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 transferee pursuant to this Agreement may bear a restrictive legend
summarizing any restrictions on transferability imposed by Federal and state
securities laws.
6. 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.
7. 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 reasonable 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 reasonably acceptable to the Corporation.
8. Certain Adjustments
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, including the Reverse Stock Split
(as defined in the Purchase Agreement), stock combination, 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.
9. 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.
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(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:
L-3 Communications Corporation
Narda Microwave
000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Mr. John Mega
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 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
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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 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 York and the United States District Court for the Southern
District of New York 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 IT AND/OR ITS 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: __________________________________
Xxxxxx X. Xxxxxx, President
OPTIONEE
L-3 COMMUNICATIONS CORPORATION
By: __________________________________
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
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