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EXHIBIT 4.11
PCC GROUP, INC.
INCENTIVE STOCK OPTION AGREEMENT
(GRANTED UNDER THE 1992 INCENTIVE STOCK OPTION PLAN)
This Incentive Stock Option Agreement (the Agreement ) is
entered into as of January 4, 1995, by and between PCC Group, Inc., a California
corporation (the "Company"), and Xxxxx Xxxx (the "Optionee") pursuant to the PCC
Group, Inc. 1992 Incentive Stock Option (the Plan ).
1. GRANT OF OPTION. The Company hereby grants to Optionee an option
(the "Option") to purchase all or any portion of a total of 50,000 shares (the
"Shares") of the Common Stock of the Company at a purchase price of $1.25 per
share (the "Exercise Price"), subject to the terms and conditions set forth
herein. This Option is intended to qualify as an incentive stock option as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
Code ).
2. VESTING OF OPTION. The right to exercise this Option shall vest in
installments, and this Option shall be exercisable from time to time in whole or
in part as to any vested installment, as follows:
NUMBER OF SHARES EXERCISABLE ON OR AFTER
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50,000 SHARES JANUARY 4 , 1995
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__________ SHARES ____________, 19__
__________ SHARES ____________, 19__
__________ SHARES ____________, 19__
__________ SHARES ____________, 19__
No additional shares shall vest after the date of termination of
Optionee's Continuous Employment (as defined in Section 3 below), but this
Option shall continue to be exercisable in accordance with Section 3 below with
respect to that number of shares that have vested as of the date of termination
of Optionee's continuous Employment.
3. TERM OF OPTION. Optionee's right to exercise this Option shall
terminate upon the earliest of:
(a) the expiration of five years from the date of this Agreement;
(b) the expiration of one year from the date Optionee's Continuous
Employment (as defined below) is terminated by reason of the permanent
disability of Optionee (as defined in Section 22(e)(3) of the Code);
(c) the expiration of one year from the date Optionee's Continuous
Employment is terminated by reason of Optionee's death; or
(d) the expiration of three months from the date Optionee's
Continuous Employment is terminated for any reason other than permanent
disability or death.
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As used in this Agreement, the term "Continuous Employment" means
employment by the Company or any subsidiary or parent of the Company which is
uninterrupted except for vacations, illness (except for permanent disability, as
defined in Section 22(e)(3) of the Code), or leaves of absence which are
approved in writing by the Company or a subsidiary or parent of the Company, if
applicable. A transfer by the Optionee, without an intervening period, between
the Company and a subsidiary or parent of the Company, or between subsidiaries
and/or parents, shall not be considered a termination of Continuous Employment.
4. EXERCISE OF OPTION. Subject to Section 3 above, the portion of
this Option which has vested may be exercised in whole or in part by the
Optionee (or, after his or her death, by the person designated in Section 5
below), by delivery of the following to the Company at its principal executive
offices:
(a) a written notice of exercise which identifies this Agreement
and states the number of whole Shares (which may not be less than 100,
or all of the Shares if less than 100 Shares then remain covered by this
Option) then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or the committee of the Board of Directors administering the
Plan (the "Committee"), may approve from time to time;
(c) a check or cash in the amount reasonably requested, if
requested, by the Company to satisfy the Company s withholding
obligations under federal, state or other applicable tax laws with
respect to the taxable income, if any, recognized by the Optionee in
connection with the exercise, in whole or in part, of the Option (unless
the Company and Optionee shall have made other arrangements for
deductions or withholding from Optionee's wages, bonus or other income
paid to Optionee by the Company or any subsidiary or parent of the
Company, provided such arrangements satisfy the requirements of
applicable tax laws); and
(d) a letter, if requested by the Company, in such form and
substance as the Company may require, setting forth the investment
intent of the Optionee or the person designated in Section 5 below, as
the case may be.
5. DEATH OF OPTIONEE; NO ASSIGNMENT. The rights of the Optionee
under this Agreement may not be assigned or transferred except by will or by the
laws of descent and distribution, and may be exercised during the lifetime of
the Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement or the Plan shall be void and shall have no effect. If the Optionee
should die prior to the termination of this Option, and provided Optionee's
rights hereunder shall have vested pursuant to Section 2 hereof as of the date
of death, Optionee's legal representative, his or her legates, or the person who
acquired the right to exercise this Option by reason of the death of the
Optionee (individually, a "Successor") shall succeed to the Optionee's rights
and obligations under this Agreement. Abet the death of the Optionee, only a
Successor may exercise this Option.
6. REPRESENTATIONS AND WARRANTIES OF OPTIONEE.
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(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon
the exercise of this Option without registering such Common Stock under
the Securities Act of 1933, as amended (the "Act"), on the basis of
certain exemptions from such registration requirement. Accordingly,
Optionee agrees that his or her exercise of the Option may be expressly
conditioned upon his or her delivery to the Company of an investment
certificate including such representations and undertakings as the
Company may reasonably require in order to assure the availability of
such exemptions, including a representation that Optionee is acquiring
the Shares for investment and not with a present intention of selling or
otherwise disposing such Shares and an agreement by Optionee that the
certificates evidencing the Shares may bear a legend indicating such
non-registration under the Act and the resulting restrictions on
transfer. Optionee acknowledges that, because Shares received upon
exercise of an Option may be unregistered, Optionee may be required to
hold the Shares indefinitely unless they are subsequently registered for
resale under the Act or an exemption from such registration is
available. Optionee further acknowledges that federal securities laws
and the securities laws of the state in which he or she resides may
require the placement of certain restrictive legends upon the Shares
issued upon exercise of this Option, and Optionee hereby consents to the
placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
7. LIMITATION OF COMPANY'S LIABILITY FOR NONISSUANCE. During the term
of the Plan, the Company agrees at all times to reserve and keep available, and
to use its reasonable best efforts to obtain from any regulatory body having
jurisdiction any requisite authority in order to issue and sell, such number of
shares of its Common Stock as shall be sufficient to satisfy its obligations
hereunder and the requirements of the Plan. Inability of the Company to obtain,
from any regulatory body having jurisdiction, authority deemed by the Company's
counsel to be necessary for the lawful issuance and sale of any shares of its
Common Stock hereunder and under the Plan shall relieve the Company of any
liability in respect of the nonissuance or sale of such shares as to which such
requisite authority shall not have been obtained.
8. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE, MERGER, ETC.
(a) In the event of any changes in the outstanding shares of
Common Stock of the Company resulting from a stock split, reverse stock
split, stock dividend, reclassification or similar change in the capital
structure of the Company, appropriate adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise
Price per share, in accordance with the provisions of Section 11.1 of
the Plan.
(b) In the event of a merger, consolidation or other
reorganization in which the Company is not the surviving corporation,
substantially similar consideration shall be provided to Optionee as was
provided to the shareholders of the Company, or substantially equivalent
options covering shares of the successor corporation shall be
substituted, in accordance with the provisions of Section 11.1 of the
Plan.
9. NO EMPLOYMENT CONTRACT CREATED. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to continuance
of employment
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with the Company or any subsidiary or parent of the Company, or to limit in any
way the right of the Company or any subsidiary or parent of the Company to
terminate Optionee's employment at any time, with or without cause.
10. RIGHTS AS SHAREHOLDER. The Optionee (or a Successor pursuant to
Section 5 hereof) shall have no rights as a shareholder with respect to any
Shares covered by this option until the date of the issuance of a stock
certificate or certificates to him or her for such Shares, notwithstanding the
exercise of this Option.
11. INTERPRETATION. This Option is granted pursuant to the terms of
the PCC Group, Inc. 1992 Incentive Stock Option Plan, and shall in all respects
be interpreted in accordance therewith.
12. NOTICES. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days abet being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
13. ANNUAL AND OTHER PERIODIC REPORTS. Until the expiration of the
right to exercise this Option as provided in Section 3 above, the Company will
furnish to the Optionee, at Optionee's request, copies of all annual and other
periodic financial and informational reports that the Company distributes
generally to its shareholders.
14. GOVERNING LAW. The validity, construction, interpretation, and
effect of this Option shall be governed by and determined in accordance with the
laws of the State of Delaware.
15. SEVERABILITY. Should any provision or portion of this Agreement be
held to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
16. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
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17. ENTIRE AGREEMENT. This Agreement, together with the Plan,
constitutes the entire agreement between the parties pertaining to its subject
matter and supersedes all prior written or oral agreements and understandings of
the parties, either express or implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PCC GROUP, INC.
BY:__________________________
ITS:__________________________
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby acknowledges receipt of a copy of the
Plan. The Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board of Directors of the Company (or the
Committee thereof administering the Plan) regarding any questions arising under
the Plan. The Optionee authorizes the Company to withhold in accordance with
applicable law from any compensation payable to him or her any taxes required to
be withheld by federal, state or local law as a result of the exercise of this
Option.
OPTIONEE
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(SIGNATURE)
XXXXX XXXX
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(TYPE OR PRINT NAME)
