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EXHIBIT 10.27
USAGE: 2/28/97
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE PERCEPTRON, INC.
DIRECTORS STOCK OPTION PLAN
THIS STOCK OPTION AGREEMENT is made this __ day of __________,__, by
and between Perceptron, Inc., a Michigan corporation (the "Company"), and
_______________, (the "Optionee"). The Optionee is now serving as an Eligible
Director of the Company, and the Company desires to provide additional
incentive to the Optionee to encourage the Optionee to remain as an Eligible
Director of the Company, and as an inducement thereto, the Company has
determined to grant to the Optionee a non-qualified stock option pursuant to
the Company's Directors Stock Option Plan (the "Plan").
NOW, THEREFORE, it is agreed between the parties as follows:
1. Grant of Option. Subject to the terms and conditions hereof, the
Company hereby grants to the Optionee the right and option to purchase from the
Company up to, but not exceeding in the aggregate, ________________ shares of
the Company's Common Stock, at a price of $_____ per share. This option is not
intended to meet the requirements of an incentive stock option under Section
422 of the Internal Revenue Code (the "Code"). Certain capitalized terms used
in this Agreement shall have the same meaning as defined in the Plan.
2. Accrual or Right to Exercise Option. The option hereby granted may not
be exercised prior to ________________. On ________________, this option shall
be fully exercisable. Any provision of this Agreement notwithstanding, this
option shall not be exercisable on or after the date ten years from the date of
grant of this option (the "Expiration Date").
Notwithstanding the foregoing, (i) in the event of a termination by the
Company of the Optionee's membership on the Board or failure to renominate the
Participant for election to the Board, or voluntary resignation by the Optionee
from the Board at the request of the Board, following a Change in Control of
the Company, or (ii), in the event of a Change in Control, if one of the
corporations surviving the Change in Control or the person purchasing the
Company's assets in the Change in Control does not assume this option, any
portion of this option that is then not exercisable shall become immediately
exercisable. For purposes hereof, a "Change in Control" shall be deemed to
have occurred in the event of (i) a merger involving the Company in which the
Company is not the surviving corporation (other than a merger with a
wholly-owned subsidiary of the Company formed for the purpose of changing the
Company's corporate domicile); (ii) a share exchange in which the shareholders
of the Company exchange their stock in the Company for stock of another
corporation (other than a share exchange in which all or substantially all of
the holders of the voting stock of the Company, immediately prior to the
transaction, exchange, on a pro rata basis, their voting stock of the Company
for more than 50% of the voting stock of such other corporation); (iii) the
sale of all or substantially all of the assets of the Company; or (iv) any
person or group of persons (as defined by Section 13(d) of the Exchange Act)
(other than any employee
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benefit plan or employee benefit trust benefitting the employees of the
Company) becoming a beneficial owner, directly or indirectly, of securities of
the Company representing more than fifty (50%) percent of either the then
outstanding Common Stock, or the combined voting power of the Company's then
outstanding voting securities.
3. Termination. Subject to certain change in control provisions set forth
in Section 2 above, if the Optionee's term of office as an Eligible Director is
terminated for any reason (including the Optionee becoming an Employee), other
than the Optionee's election or appointment as Chairman, prior to the date that
this option or a portion thereof first becomes exercisable, such option or
portion thereof which is not then exercisable shall terminate and all rights
thereunder shall cease. If the Optionee's term of office as an Eligible
Director terminates due to the Optionee's election or appointment as Chairman
(and the Optionee is not an Employee or does not become an Employee as a result
of such election or appointment), this Option shall not terminate and shall
continue to become exercisable as provided in Section 2 above. If thereafter
such Chairman becomes an Employee, or ceases to be a Director, prior to the
date this option or a portion thereof first becomes exercisable, such option or
portion thereof which is then not exercisable shall terminate and all rights
hereunder relating thereto shall cease.
To the extent this option or any portion thereof is exercisable and
unexercised on the date the Optionee's term of office as an Eligible Director
is terminated for any reason (including the Optionee becoming an Employee),
other than the Optionee's election or appointment as Chairman, this option
shall terminate on the earlier of (i) the Expiration Date of this option, and
(ii) three months after such termination; provided, however, that the exercise
period in clause (ii) shall be extended to one year after termination if the
termination is due to the Optionee's death or Disability. To the extent an
Option or any portion thereof is exercisable and unexercised on the date of the
Optionee's term of office as an Eligible Director is terminated due to the
Optionee's election or appointment as the Chairman (and the Optionee is not an
Employee or does not become an Employee as a result of such election or
appointment), this option shall terminate on the earlier of (i) the Expiration
Date of this option, and (ii) three months after the Optionee becomes an
Employee or ceases to be a Director; provided, however, that the exercise
period in clause (ii) shall be extended to one year after the Optionee ceases
to be a Director if such termination is due to the Optionee's death or
Disability. Notwithstanding the foregoing two sentences, in the event this
option would otherwise expire during any period during which affiliates of the
Company are prohibited from disposing of Common Stock in order to comply with
applicable accounting and Securities and Exchange Commission rules,
regulations, policies, guidelines or other similar requirements so as to permit
the Company to account for a then completed or contemplated business
combination under pooling of interest, the exercise period in clause (ii) of
the foregoing two sentences shall be extended to the tenth business day
following the expiration of any such period in which such dispositions are
prohibited.
4. EXERCISE OF OPTION.
(a) At any time that this option may be exercised as provided in this
Agreement, the
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Optionee may exercise any portion of this option which is then exercisable, in
whole or in part, by delivery to the Company of a written notice, in the form
attached hereto, signed by the Optionee.
(b) In addition, the Optionee shall deliver, on the date of exercise:
(i) cash equal to the purchase price of the shares being
purchased,
(ii) such documents as are or may be required under the
terms of Section 2.6 of the Plan to effect a cashless
exercise;
(iii) Permitted Shares with a value (determined as of
the date of exercise of the option) equal to the
purchase price of the shares being purchased (the
"Delivered Shares Method"), or
(iv) the authorization of the Company to retain (or
forfeit) then exercisable options issued to the
Optionee under the Plan ("Forfeited Options")
with a value (as defined in the Plan) equal to the
purchase price of the shares being purchased (the
"Forfeiture of Stock Options Method"). In order to
use the Forfeiture of Stock Options Method, the
Optionee must then own, and have owned for at least
six months prior thereto, a number of shares of
Company Common Stock at least equal in number to the
number of shares of Common Stock underlying the
Forfeited Options.
After receipt of the foregoing, and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and deliver the
certificates therefor to the Optionee.
(c) "Permitted Shares" are shares of Company Common Stock to be delivered
to pay the exercise price of the option (the "Delivered Shares):
(i) which have been owned by the Optionee for at least
six months prior to the date of delivery, or
(ii) if they have not been owned by the Optionee for at
least six months prior to the date of delivery, the
Optionee then owns, and has owned for at least six
months prior thereto, a number of shares of Company
Common Stock at least equal in number to the
Delivered Shares.
(d) Forfeited Option shall expire and be of no further force and effect as
of the date forfeited.
(e) Shares which have been counted during the prior six months as owned by
the Optionee for purposes of determining whether the Optionee may exercise
options to purchase Common Stock pursuant to the Delivered Shares Method or the
Forfeiture of Stock Options Method:
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(i) may not be used as Delivered Shares, and
(ii) may not be counted as owned by the Optionee for
purposes of making calculations under the
Delivered Shares Method or Forfeiture of Stock
Options Method.
5. Compliance With Securities Laws. Anything to the contrary herein
notwithstanding, the Company's obligation to sell and deliver stock under this
Option is subject to such compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities as
the Company deems necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it receives
satisfactory proof that the issuance or transfer of such shares will not
violate any of the provisions of the Securities Act of 1933 or the Securities
Exchange Act of 1934 or the rules and regulations of the Securities Exchange
Commission promulgated thereunder or the provisions of any state law governing
the sale of securities, or that there has been compliance with the provisions
of such acts, rules, regulations and state laws. If the Optionee fails to
accept delivery and pay for all or any part of the number of shares specified
by such notice upon tender of delivery thereof the Optionee's right to exercise
this option with respect to such undelivered shares may be terminated by the
Company.
6. Non-Assignability. The option hereby granted shall not be transferable
by the Optionee other than by will or the laws of descent and distribution, and
the option may be exercised during the Optionee's lifetime only by the
Optionee. Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the Option shall
be effective to bind the Company unless the Company shall have been furnished
with written notice thereof and a copy of the will and/or such other evidence
as the Company may deem necessary to establish the validity of the transfer and
the acceptance by the transferee or transferees of the terms and conditions of
this Agreement. No assignment or transfer of this Option, or of the rights
represented thereby, whether voluntary or involuntary, by operation of law or
otherwise, except a transfer by the Optionee by will or by the laws of descent
and distribution, shall vest in the purported assignee or transferee any
interest or right herein whatsoever.
7. Disputes. As a condition to the granting of the option granted hereby,
the Optionee and the Optionee's successors and assigns agree that any dispute
or disagreement which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment and that any
such determination and any interpretation by the Board of the terms of this
Agreement shall be final and shall be binding and conclusive for all purposes.
8. Adjustments. In the event of any stock dividend, stock split,
recapitalization, reorganization, merger, consolidation, combination, exchange
or other relevant change in the capital structure of the Company affecting the
shares covered by this option, the rights of the Optionee shall be as provided
in Section 4.1 of the Plan.
9. Rights as Shareholder. The Optionee shall have no rights as a
shareholder of the
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Company with respect to any of the shares covered by this option until the
issuance of a stock certificate or certificates upon the exercise of the option
in full or in part, and then only with respect to the shares represented by
such certificate or certificates.
10. Notices. Every notice relating to this Agreement shall be in writing
and if given by mail shall be given by registered or certified mail with return
receipt requested. All notices to the Company shall be delivered to the
Company at the principal office of the Company. All notices by the Company to
the Optionee shall be delivered to the Optionee personally or addressed to the
Optionee at the Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may designate.
Either party by notice to the other may designate a different address to which
notices shall be addressed. Any notice given by the Company to the Optionee at
the Optionee's last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
11. "Optionee" to Include Certain Transferees. Whenever the word
"Optionee" is used in any provision of this Agreement under circumstances where
the provision should logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons.
12. Governing Law. This Agreement has been made in and shall be construed
in accordance with the laws of the State of Michigan.
13. Provisions of Plan Controlling. The provisions hereof are subject to
the terms and provisions of the Plan. In the event of any conflict between the
provisions of this option and the provisions of the Plan, the provisions of the
Plan shall control, except to the extent that the provisions of this option
limit or restrict the rights of the Optionee to a greater extent than set forth
in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
PERCEPTRON, INC.
By: __________________________________
Its: _________________________________
______________________________________
____________________________, Optionee
NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
UNDER THE PERCEPTRON, INC.
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DIRECTORS STOCK OPTION PLAN
Perceptron, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Dear Sir:
A non-qualified stock option was granted to me on , , to
purchase shares of Perceptron, Inc. Common Stock at a price of $
per share.
I hereby elect to exercise my non-qualified stock option with respect to
shares for an aggregate purchase price of $ . I hereby elect
to pay for such shares as follows:
Personal Check $
---
$
Bank Draft $
Money Order $
Cashless Exercise $
---
Perceptron Common Stock $
---
Retention of Stock Options $
---
Total $
===
[A personal check [or cash, bank draft or money order] for the purchase price
is enclosed herewith].
[Documents as are required to effect a cashless exercise are enclosed.]
[I hereby elect to exercise my stock option with respect to shares
through a combination of cash payments and shares of Perceptron, Inc. Common
Stock, as described on the attached Exhibit A. A personal check for the
purchase price to be paid in cash is enclosed herewith. Certificates for
shares of Perceptron, Inc. Common Stock are enclosed herewith, along with a
duly executed stock power in proper form for transfer, with all signatures
properly guaranteed by a national bank or member firm of the NYSE or AMEX. [I
represent that the shares of Perceptron, Inc. Common Stock enclosed herewith
have been owned by me for more than six months.] or [I currently own more than
shares of Perceptron, Inc. Common Stock which have been owned by me for
more than six months.] Such shares have not been counted during the prior six
months as owned by me for purposes of determining whether I may exercise
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options to purchase Common Stock pursuant to the Delivered Shares Method or the
Forfeiture of Stock Options Method.]
[I hereby authorize the Company to retain options to purchase
shares of Perceptron, Inc. Common Stock granted pursuant to this stock option
(the "Forfeited Options"). I hereby acknowledge and agree that, as of the date
set forth below, the Forfeited Options shall no longer be exercisable, and
shall expire and have no further force and effect. I represent that I
currently own more than shares of Perceptron, Inc. Common Stock which
have been owned by me for more than six months. Such shares have not been
counted during the prior six months as owned by me for purposes of determining
whether I may exercise options to purchase Common Stock pursuant to the
Delivered Shares Method or the Forfeiture of Stock Options Method.]
__________________________________
________________________, Optionee
Dated ______________________
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AMENDMENT TO STOCK OPTION
AGREEMENTS UNDER THE PERCEPTRON, INC.
DIRECTORS STOCK OPTION PLAN
THIS AMENDMENT TO THE STOCK OPTION AGREEMENTS listed on Exhibit A (the
"Option Agreements"), made effective as of the date set forth below, by and
between Perceptron, Inc., a Michigan corporation (the "Company"), and the
person signing as Optionee set forth below (being referred to herein as an
"Optionee").
For good and valuable consideration, receipt of which is hereby
acknowledged, the Company and the Optionee hereby agree to amend the Option
Agreements as set forth below.
1. DEFINED TERMS. Terms defined in the Option Agreements shall be used in
this Amendment with their defined meanings unless otherwise defined herein.
2. AMENDMENT OF THE OPTION AGREEMENT. Section 4 of the Option Agreements
shall be amended to add the following thereto:
The Optionee may deliver shares of Company Common Stock in payment
of the purchase price of the shares being purchased (the "Delivered
Shares Method") only if either (i) the shares of Company Common Stock
being so delivered (the "Delivered Shares") have been owned by the
Optionee for at least six months prior to the date of delivery, or (ii),
if the Delivered Shares have not been owned by the Optionee for at least
six months prior to the date of delivery, the Optionee, at the date of
delivery of the Delivered Shares, then owns, and has owned for at least
six months prior thereto, a number of shares of Company Common Stock at
least equal in number to the Delivered Shares.
If the Option Agreement permits the Optionee to authorize the
Company to retain exercisable options in payment of the purchase price of
shares being purchased (the "Retention of Stock Options Method") then the
Optionee may so authorize the Company to retain exercisable options (the
"Retained Options") only if, at the date of such authorization, the
Optionee then owns, and has owned for a least six months prior thereto, a
number of shares of Company Common Stock at least equal in number to the
number of shares of Common Stock underlying the Retained Options.
Shares which have been counted during the prior six months as owned
by the Optionee for purposes of determining whether the Optionee may
exercise options to purchase Common Stock pursuant to the Delivered
Shares Method or the Retention of Stock Options Method may not be used as
Delivered Shares and may not be counted as owned by the Optionee for
purposes of the foregoing calculations.
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3. CONTINUED EFFECTIVENESS. Except as specifically amended hereby, the
terms and provisions of the Option Agreements shall remain in full force and
effect.
IN WITNESS WHEREOF, this Amendment has been executed as of __________, 1997.
PERCEPTRON, INC.
By: ______________________________
Title:____________________________
__________________________________
OPTIONEE
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EXHIBIT A
Directors Stock Option Plan Grants
Optionee Name:
Date of Number of Exercise
Option Agreement Option Shares* Price*
---------------- -------------- --------
*For option agreements issued after November 20, 1995, adjusted to reflect
3-for-2 stock split of Perceptron, Inc. Common Stock which was effected in the
form of a stock dividend payable on November 30, 1995 to shareholders of record
on November 20, 1995.
