EXHIBIT 10.54
PARAVANT INC.
NONEMPLOYEE DIRECTOR
AGREEMENT GRANTING SPECIAL STOCK OPTION
This Nonemployee Director Agreement Granting Special Stock Option (this
'Agreement') evidences and sets forth the terms of the special stock option
granted by Paravant Inc. (the 'Company') to Xxxx X. Xxxxxxxxx, a nonemployee
director of the Company (the 'Grantee') by action of the Company's Board of
Directors on December 15, 1998 (the 'Grant Date').
1. Option. As of the Grant Date the Company has granted to the Grantee an
option for the purchase of up to eleven thousand (11,000) shares of common
stock, par value $0.15 per share (the 'Option'), at the exercise price of $2.125
per share (the 'Option Price') subject to the terms and conditions hereinafter
set forth.
2. Provisions Incorporated by Reference from Existing Nonemployee
Directors' Stock Option Plan. Although the Option is not granted under the
Company's currently existing Nonemployee Directors' Stock Option Plan (the
'NDSOP'), the following provisions of the NSDOP are hereby incorporated by
reference as terms of the Option:
(a) Status of Option. As set forth in Section 2 of the NDSOP, the
Option shall not constitute an incentive stock option.
(b) Interpretation of the Option. The interpretation of the terms of
the Option shall be as interpreted by the Committee referred to in Section
5 of the NDSOP.
(c) Medium and Time of Payment of Option Price. The conditions with
respect to the medium and time of payment of the Option Price required to
exercise the Option shall be as set forth in subsection (b) of Section 7 of
the NDSOP.
(d) Term and Exercise of Option. The conditions with respect to the
term and exercise of the Option shall be as set forth in subsection (c) of
Section 7 of the NDSOP.
(e) as set forth in subsection (d) of Section 7 of the NDSOP.
(f) Investment Purpose. The exercise of the Option shall be subject to
the investment purpose requirements set forth in subsection (e) of Section
7 of the NDSOP.
(g) Adjustment of Number of Shares. The number of shares subject to
the Option shall be adjusted for the events and in the manner set forth in
Section 8 of the NDSOP.
3. Assumption of No Requirement of Shareholder Approval. The Board of
Directors of the Company has granted the Option based upon its understanding
that, because of the limited number of shares covered by the Option, shareholder
approval of the grant is not required under the requirements of Nasdaq or any
applicable federal or state statute, rule or regulation. In the event that it is
determined that such shareholder approval is required and such shareholder
approval is not obtained within twelve (12) months from the Grant Date the
Option shall be deemed to be rescinded, void ab initio, and of no further force
and effect. Any exercise of the Option shall be subject to the receipt by the
Company of an opinion of its legal counsel that no such shareholder approval is
required, or if required, that such shareholder approval has been obtained.
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4. Purpose. The Option is granted to provide motivation and incentive to
the Grantee to continue his service as a nonemployee director of the Company and
to motivate him, in such capacity, to exert his best efforts on behalf of the
Company by enlarging his personal stake in the Company. The Option is, and shall
be, in addition to any director's fees, other stock options under the NDSOP or
any other plan or award, or any other compensation or benefits made available to
or paid to the Grantee by the Company or any other party in consideration of the
Grantee's service to the Company as a nonemployee director or in any other
capacity.
IN WITNESS WHEREOF, the Company and the Grantee have executed and delivered
this Agreement as of the Grant Date.
The Company:
Paravant Inc.
By: /s/ XXXXXXX X. XXXXX
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Xxxx Xxxxx, Chief Executive Officer
Grantee:
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
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