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EXHIBIT 4.2
SENSORMATIC ELECTRONICS CORPORATION
NON-QUALIFIED STOCK OPTION
For valuable consideration, receipt of which is hereby
acknowledged, SENSORMATIC ELECTRONICS CORPORATION, a Delaware corporation (the
"Company") , hereby grants to _________________________ who resides at
_______________________ (the "Optionee"), a non qualified stock option
("Option"), subject to the terms and conditions hereof, to purchase from the
Company an aggregate of __________ shares of the Common Stock of the Company,
par value $.01 per share (the "Common Stock"), at the price of $______ per share
(the "Option Price"), such option to be exercisable in installments as set forth
below on or before the day (the "Termination Date") preceding the tenth
anniversary of the date hereof.
This Option may be exercised as to one-third of the shares of
Common Stock subject hereto on or after the first anniversary of the date
hereof, as to an additional one-third of such shares on or after the second
anniversary of the date hereof, and as to the remaining one-third of such shares
on or after the third anniversary of the date hereof.
This option is granted pursuant to the Company's Directors
Stock Option Plan (the "Plan") and is subject to the terms and conditions
thereof. The Plan is administered by the Plan Committee (the "Committee"), as
described in the Plan. All determinations and acts of the Committee as to any
matters concerning the Plan, including interpretations or constructions of this
option and of the Plan, shall be conclusive and binding on the Optionee and any
parties claiming through the Optionee.
Unless the Optionee ceases to be associated with the Company
or a direct or indirect subsidiary thereof, the right of the Optionee to
purchase shares subject to any installment may be exercised in whole at any time
or in part from time to time after the accrual of such
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respective installment and prior to the Termination Date, except as otherwise
provided herein. This option may be exercised only with respect to full shares.
Subject to the provisions of this option, this Option may be
exercised by written notice (the "Notice") to the Company stating the number of
shares of Common Stock with respect to which it is being exercised. The Notice
shall be accompanied by the Optionee's payment in full of the option Price for
each of the shares to be purchased by the Optionee, such payment to be made by
(a) certified or bank cashier's check payable to the order of the Company or (b)
any other means acceptable to the Committee.
As soon as practicable after receipt of the Notice and
payment, and subject to the next two paragraphs, the Company shall, without
transfer or issue tax or other incidental expense to the Optionee, deliver to
the Optionee a certificate or certificates for the shares of Common Stock so
purchased. Such delivery shall be made (a) at the offices of the Company at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, (b) at such other place as may be
mutually acceptable to the Company and the Optionee, or (c) at the election of
the Company, by certified mail addressed to the Optionee at the Optionee's
address shown in the records of the Company.
The Company shall have the right to withhold an appropriate
number of shares of Common Stock (based on the fair market value thereof on the
date of exercise) for payment of taxes required by law or to take such other
action as may be necessary in the opinion of the Company to satisfy all tax
withholding obligations.
The Company may postpone the time of delivery of
certificate(s) for shares of Common Stock for such additional time as the
Company shall deem necessary or desirable to enable it to comply with the
requirements of any securities exchange upon which the Common
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Stock may be listed, or the requirements of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, any rules or
regulations of the securities and Exchange commission promulgated thereunder, or
any applicable state laws relating to the authorization, issuance or sale of
securities.
The issuance of the shares of Common Stock subject hereto and
issuable upon the exercise of this option and the transfer or resale of such
shares shall be subject to such restrictions as are, in the opinion of the
Company's counsel, required to comply with the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and the
certificate(s) representing such shares shall, if it is deemed advisable by the
Company's counsel, bear a legend to such effect.
If, upon tender of delivery thereof, the Optionee fails to
accept delivery of and pay or have paid for all or any part of the number of
shares of Common Stock specified in the Notice, the Optionee's right to exercise
this Option with respect to such undelivered and unpaid for shares may be
terminated by the Company.
During the Optionee's lifetime, this option shall be
exercisable only by the Optionee (except as otherwise provided below), and
neither this Option nor any right hereunder shall be assignable or transferable
otherwise than by will or the laws of descent and distribution (as provided
below), or be subject to attachment, execution or other similar process. In the
event of any attempt by the Optionee to alienate, assign, pledge, hypothecate or
otherwise dispose of this Option or of any right hereunder, except as provided
for herein, or in the event of any levy or any attachment, execution or similar
process upon the rights or interest hereby conferred, the Company may terminate
this Option by notice to the Optionee, and it shall become null and void.
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If, prior to the Termination Date, the Optionee's association
with the Company or its direct or indirect subsidiaries terminates for any
reason (otherwise than by reason of the Optionee's death, disability or
retirement (as defined below)), this option and all rights hereunder, to the
extent that this option and such rights shall not have been exercised and are
exercisable pursuant to the terms hereof on the date of such termination, shall
remain exercisable for a period of only three months following the date of such
termination or until the termination Date, if earlier.
In the event of the Optionee's death prior to the Termination
Date, and while the Optionee is associated with the Company or a direct or
indirect subsidiary thereof, this option shall immediately become fully
exercisable and may be exercised until the Termination Date by the person(s) to
whom the right passes pursuant to the following sentence. All rights with
respect to this Option, including the right to exercise it, shall pass in the
following order: (a) to such person(s) as the Optionee may designate in a
writing duly delivered to the Company (in the form available from the Company
for such purpose), or in the absence of such a designation, then (b) to the
Optionee's legal representatives, or, if none, then (c) to such person(s) as
determined by a court of competent jurisdiction.
In the event that the Optionee, prior to the Termination Date,
ceases to be associated with the Company or a direct or indirect subsidiary
thereof because the Optionee is deemed by the Company to be disabled, this
Option shall immediately become fully exercisable and may be exercised by the
Optionee, if legally competent, or by a committee or other legally designated
guardian or representative if the Optionee is legally incompetent, until the
Termination Date. For purposes of this option, the Optionee shall be deemed by
the Company to
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be disabled if the Optionee is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve months. The Optionee
shall not be considered to be disabled unless the Optionee or the Optionee's
representative furnishes proof of the existence of such disability in such form
and manner, and at such times, as may be required by the Committee, and unless
such proof shall be satisfactory to the Committee. The determination by the
Committee with respect to the existence of such disability shall be conclusive
and binding upon the Optionee and any parties claiming through the Optionee.
In the event that the Optionee, prior to the Termination Date,
ceases to be associated with the Company or a direct or indirect subsidiary
thereof by reason of the Optionee's retirement at 62 years of age or thereafter,
this Option shall immediately become fully exercisable as of the date of such
retirement and may be exercised by the Optionee until the Termination Date.
In the event of any change in the outstanding Common Stock by
reason of a stock split, stock dividend, combination or reclassification of
shares, recapitalization, merger or similar event, the Committee shall adjust
proportionally the number of shares of Common Stock covered by this Option and
the Option Price thereof. In the event of any other change affecting the Common
Stock or any distribution (other than normal cash dividends) to holders of
Common Stock, such adjustments as may be deemed equitable by the Committee,
including adjustments to avoid fractional shares, shall be made to give proper
effect to such event. In the event of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or
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liquidation, the Committee may authorize the assumption of this Option or the
substitution of a new stock option for this option, whether or not in a
transaction to which Section 424(a) of the Internal Revenue Code of 1986, as
amended from time to time, applies. The judgment of the Committee with respect
to any matter referred to in this paragraph shall be conclusive and binding upon
the Optionee and any parties claiming through the Optionee.
Neither the Optionee nor any person or persons entitled to
exercise the Optionee's rights under this option in accordance herewith shall
have any rights to dividends or any other rights of a stockholder with respect
to any shares of Common Stock subject to this Option, except to the extent that
a certificate for such shares shall have been issued upon the exercise of this
option as provided herein.
Each notice relating to this Option shall be in writing and
delivered in person or by certified mail to the proper address. All notices to
the Company shall be addressed to it at its offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, attention of the Committee, c/o the Company's Secretary,
and shall become effective when received by the Secretary. All notices to the
Optionee or other person or persons then entitled to exercise any rights with
respect to this Option shall be addressed to the Optionee or such other person
or persons at the Optionee's address shown in the records of the Company. Anyone
to whom a notice may be given under this Option may designate a new address by
notice to that effect.
Neither the adoption of the Plan nor the granting of this
option confers on the Optionee any right to continued association with the
Company (or any of its direct or indirect subsidiaries) or in any way interferes
with or alters the Company's (and its direct and indirect
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subsidiaries') right to terminate its association with the Optionee at any time,
with or without cause, and without liability therefor.
This Option and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by the Internal Revenue
Code of 1986, as amended from time to time, or the securities laws of the United
States, shall be governed by and construed under the laws of the State of
Delaware.
IN WITNESS WHEREOF, SENSORMATIC ELECTRONICS CORPORATION
has caused this option to be executed by its officers, thereunto duly
authorized, as of the __ day of ____________, ______.
SENSORMATIC ELECTRONICS
CORPORATION
By
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▇▇▇-▇▇▇▇ ▇▇▇▇
President and CEO
ATTEST:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary
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