RELM Wireless Corporation
Exhibit 4.6
RELM
Wireless Corporation
2017 Incentive Compensation
Plan
All
capitalized terms used in this Stock Option Agreement, but not
otherwise defined herein, shall have the meanings ascribed to them
in the RELM Wireless Corporation 2017 Incentive Compensation Plan
(the “Plan”).
I. NOTICE OF STOCK OPTION
GRANT
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Optionholder Name:
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Address:
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The
Optionholder (as designated above) has been granted an Option to
purchase Shares of the Company, subject to the terms and conditions
of the Plan and this Option Agreement, as follows:
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Date of Grant:
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Type of Grant:
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Exercise Price per Share:
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Total Number of Shares Granted:
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Total Exercise Price:
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Type of Option:
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Expiration Date: |
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Termination Period: The term
of this Option shall end as provided in Section 3 of the Stock
Option Agreement.
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1. Grant of Option. The
Company hereby grants to the Optionholder named in the Notice of
Stock Option Grant (the “Optionholder”), an option (the
“Option”) to
purchase the number of Shares set forth in the Notice of Stock
Option Grant, at the exercise price per Share set forth in the
Notice of Stock Option Grant (the “Exercise Price”), and subject to
the terms and conditions of the Plan, which is incorporated herein
by reference. Subject to Section 22(d) of the Plan, in
the event of a conflict between the terms and conditions of
the Plan and this Stock Option Agreement (the “Option Agreement”), the terms and
conditions of the Plan shall prevail.
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2. Exercise of
Option.
(a) Right to
Exercise. This Option shall be exercisable during
its term in accordance with the applicable provisions of the Plan
and this Option Agreement. Notwithstanding the vesting schedule set
forth above, (i) in the event of a Change in Control, the
exercisability of this Option will be subject to the applicable
provisions of Section 21 of the Plan; and (ii) the Committee may,
in its sole discretion, provide for the full or partial
acceleration of vesting and exercisability of this Option in
connection with the termination of the Optionholder’s
Continuous Service for any reason prior to a vesting date,
including, but not limited to, termination of Continuous Service as
a result of the Optionholder’s death or “Disability”, defined as the
Optionholder’s permanent and total disability (within the
meaning of Section 22(e) of the Code), as determined by a medical
doctor satisfactory to the Committee.
(b) Method of
Exercise. This Option shall be exercisable by
delivery of an exercise notice in the form attached as Exhibit A (the
“Exercise
Notice”) which shall state the election to exercise
the Option, the number of Shares with respect to which the Option
is being exercised, and such other representations and agreements
as may be required by the Company.
The
Option shall be deemed exercised when the Company receives
(i) written or electronic notice of exercise (in accordance
with this Option Agreement) from the Optionholder (or other person
entitled to exercise the Option); (ii) full payment for the
Shares with respect to which the Option is exercised; (iii) payment
of any required tax withholding; and (iv) any other documents
required by this Option Agreement or the Exercise
Notice. Full payment may consist of any consideration
and method of payment permitted by this Option
Agreement. Shares issued upon exercise of an Option
shall be issued in the name of the Optionholder or, if requested by
the Optionholder and permitted under applicable law, in the name of
the Optionholder and his or her spouse. Until the Shares
are issued (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Shares, notwithstanding
the exercise of the Option. The Company shall issue (or
cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 16 of the
Plan.
Exercise of this
Option in any manner shall result in a decrease in the number of
Shares thereafter available for sale under the Option, by the
number of Shares as to which the Option is exercised.
(c) Legal Compliance. No Shares
shall be issued pursuant to the exercise of this Option unless such
issuance and such exercise complies with applicable laws and the
requirements of any governmental or regulatory agency or stock
exchange. Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to the
Optionholder on the date on which the Option is exercised with
respect to such Shares.
3. Term. Optionholder
may not exercise the Option before the commencement of its term or
after its term expires. During the term of the Option,
Optionholder may only exercise the Option to the extent
vested. The term of the Option commences on the Date of
Grant and, except as otherwise provided pursuant to Section 21 of
the Plan in connection with a Change in Control, expires upon the
earliest
of the following:
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(a) With respect to the unvested portion
of the Option, upon termination of Optionholder’s Continuous
Service;
(b) With respect to the vested portion of
the Option, three (3) months after the termination of
Optionholder’s Continuous Service for any reason other than
Optionholder’s death or Disability;
(c) With respect to the vested portion of
the Option, twelve (12) months after the termination of
Optionholder’s Continuous Service by reason of
Optionholder’s death or Disability; or
(d) The day before the tenth (10th)
anniversary of the Date of Xxxxx.
4. Method of
Payment. Payment of the aggregate Exercise Price
shall be, to the extent permitted by applicable law, any
combination of:
(a) cash or check;
(b) subject to the Company’s
approval at the time of exercise, consideration received by the
Company under a formal cashless exercise program adopted by the
Company in connection with the Plan; or
(c) surrender to the Company of other
Shares which, (i) in the case of Shares acquired from the
Company, either directly or indirectly, have been owned by the
Optionholder for such period of time on the date of surrender such
that will avoid an expense for financial accounting purposes, and
(ii) have a Fair Market Value on the date of surrender equal to the
aggregate Exercise Price of Shares being acquired pursuant to
exercise of this Option. Shares from the
portion of this Option to be exercised may be used to pay the
exercise price to the extent that such use will not increase the
compensation expense related to this Option for financial
accounting purposes.
5. Non-Transferability of Option.
This Option is transferable by will or by the laws of descent and
distribution. This Option also may be transferable to
Optionholder’s “family member” upon written
consent of the Company if the transfer is not for value and at the
time of transfer, a Form S-8 registration statement under the
Securities Act of 1933, as amended (the “Securities Act”) is available for
the exercise of the Option and the subsequent resale of the
underlying Shares after such transfer. In addition,
Optionholder may, by delivering written notice to the Company, in a
form provided by or otherwise satisfactory to the Company,
designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the
Option. For purposes hereof, the term “family
member” shall have the meaning assigned to it in the general
instructions of a Form S-8 registration statement (or any successor
form adopted under the Securities Act).
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6. Tax Obligations.
(a) Tax
Consequences. Optionholder has reviewed with
Optionholder’s own tax advisors the federal, state, local and
foreign tax consequences of this Option. Optionholder is
relying solely on such advisors and not on any statements or
representations of the Company or any of its
agents. Optionholder understands that Optionholder (and
not the Company) shall be responsible for any tax liability that
may arise as a result of the transactions contemplated by this
Option Agreement and the Plan.
(b) Withholding
Taxes. Optionholder may satisfy any federal,
state or local tax withholding obligation relating to the exercise
or acquisition of Shares under this Option by any of the following
means (in addition to the Company’s right to withhold from
any compensation paid to the Optionholder by the Company) or by a
combination of such means: (i) tendering a cash payment;
(ii) authorizing the Company to withhold Shares from the Shares
otherwise issuable to Optionholder as a result of the exercise or
acquisition of stock under this Option; provided, however, that no
Shares are withheld with a value exceeding the amount of tax
required to be withheld by law based on the maximum statutory tax
rates in the applicable taxing jurisdictions; or (iii) delivering
to the Company owned and unencumbered
Shares. Optionholder agrees to make appropriate
arrangements with the Company for the satisfaction of all federal,
state, local and foreign income and employment tax withholding
requirements applicable to the Option
exercise. Optionholder acknowledges and agrees that the
Company may refuse to honor the exercise and refuse to deliver
Shares if such withholding amounts are not delivered at the time of
exercise.
7. Entire Agreement; Governing
Law. The Plan and this Option Agreement
constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionholder with
respect to the subject matter hereof, and may not be modified
adversely to the Optionholder’s interest except by means of a
writing signed by the Company and Optionholder. This
Option Agreement shall be construed and enforced under the laws of
the State of Nevada, without regard to choice of law provisions
thereof.
8. No Guarantee of Continued
Service. Optionholder acknowledges and agrees
that nothing in this Option Agreement or the Plan confer upon
Optionholder any right to continued employment or other service
with the Company or any Subsidiary or affiliate.
9.
Data Privacy. In
order to administer the Plan, the Company may process personal data
about the Optionholder. Such data includes, but is not limited to
the information provided in this Option Agreement and any changes
thereto, other appropriate personal and financial data about the
Optionholder such as home address and business addresses and other
contact information and any other information that might be deemed
appropriate by the Company to facilitate the administration of the
Plan. By signing this Option Agreement, the Optionholder gives
explicit consent to the Company to process any such personal data.
The Optionholder also gives explicit consent to the Company to
transfer any such personal data outside the country in which the
Optionholder works or is employed, including, if the Optionholder
is not a U.S. resident, to the United States, to transferees that
shall include the Company and other persons who are designated by
the Company to administer the Plan.
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10.
Plan and Prospectus
Delivery. By signing this Option Agreement, the Optionholder
acknowledges that a copy of the Plan, the Plan Summary and
Prospectus, and the Company's most recent Annual Report and Proxy
Statement (the “Prospectus
Information”) either have been received by or provided
to the Optionholder, and the Optionholder consents to receiving the
Prospectus Information electronically, or, in the alternative,
agrees to contact the Chief Financial Officer of the Company to
request a paper copy of the Prospectus Information at no charge.
The Optionholder also represents that he or she is familiar with
the terms and provisions of the Prospectus Information and hereby
accepts the Option on the terms and subject to the conditions set
forth herein and in the Plan. The Optionholder hereby agrees to
accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under
the Plan or this Option. The Optionholder further agrees to notify
the Company upon any change in the residence address indicated
below.
IN
WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the Date of Xxxxx.
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RELM
WIRELESS CORPORATION
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By:
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Name: |
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Title: |
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OPTION
HOLDER
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Name: |
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Address: |
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5
EXHIBIT A
RELM Wireless
Corporation
2017 INCENTIVE COMPENSATION PLAN
EXERCISE NOTICE
RELM
Wireless Corporation
0000
Xxxxxxxxxx Xxxxx
West
Melbourne, Florida 32904
Attention: Chief
Financial Officer
1. Exercise of
Option. Effective as of today, _____________,
20__, the undersigned (“Optionholder”) hereby elects to
exercise Optionholder’s option to purchase _________ shares
of the Common Stock (the “Shares”) of RELM Wireless
Corporation (the “Company”) under and pursuant to
the Company’s 2017 Incentive Compensation Plan (the
“Plan”) and the
Stock Option Agreement dated ____________, 20__ (the
“Option
Agreement”).
2. Delivery of Payment and Required
Documents. Optionholder herewith delivers to the
Company the full purchase price of the Shares, as set forth in the
Notice of Stock Option Grant in Part I of the Option Agreement, and
any and all withholding taxes due in connection with the exercise
of the Option. In addition, Optionholder herewith
delivers any other documents required by the Company.
3. Representations of
Optionholder. Optionholder acknowledges that
Optionholder has received, read and understood the Plan and the
Option Agreement and agrees to abide by and be bound by their terms
and conditions.
4. Rights as
Stockholder. Until the issuance of the Shares (as
evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a stockholder
shall exist with respect to the Shares, notwithstanding the
exercise of the Option. The Shares shall be issued to
the Optionholder as soon as practicable after the Option is
exercised in accordance with the Option Agreement. No
adjustment shall be made for a dividend or other right for which
the record date is prior to the date of issuance except as provided
in Section 16 of the Plan.
5. Tax
Consultation. Optionholder understands that
Optionholder may suffer adverse tax consequences as a result of
Optionholder’s purchase or disposition of the
Shares. Optionholder represents that Optionholder has
consulted with any tax consultants Optionholder deems advisable in
connection with the purchase or disposition of the Shares and that
Optionholder is not relying on the Company for any tax
advice.
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6. Successors and
Assigns. The Company may assign any of its rights
under this Exercise Notice to single or multiple assignees, and
this Exercise Notice shall inure to the benefit of the successors
and assigns of the Company. Subject to the restrictions
on transfer set forth in the Option Agreement, this Exercise Notice
shall be binding upon Optionholder and his or her heirs, executors,
administrators, successors and assigns.
7. Interpretation. Any
dispute regarding the interpretation of this Exercise Notice shall
be submitted by Optionholder or by the Company forthwith to the
Committee which shall review such dispute at its next regular
meeting. The resolution of such a dispute by the
Committee shall be final and binding on all parties.
8. Governing Law. This
Exercise Notice shall be construed and enforced under the laws of
the State of Nevada, without regard to choice of law provisions
thereof.
9. Entire
Agreement. The Plan and Option Agreement are
incorporated herein by reference. All capitalized terms
used herein but not otherwise defined herein shall have the
meanings ascribed to them in the Option Agreement. This
Exercise Notice, the Plan and the Option Agreement constitute the
entire agreement of the parties with respect to the subject matter
hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionholder with respect to the
subject matter hereof, and may not be modified adversely to the
Optionholder’s interest except by means of a writing signed
by the Company and Optionholder.
IN
WITNESS WHEREOF, the parties hereto have executed this Exercise
Notice as of the Date of Xxxxx.
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