NON-QUALIFIED STOCK OPTION AGREEMENT
This AGREEMENT made as of the 10th day of July, 2000 (this "Agreement"), by
and between LOGIMETRICS, INC., a Delaware corporation (the "Corporation"), and
XXXXXX X. XXXXXX (the "Optionee").
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Corporation (the "Board") has
decided to grant options to the Optionee to acquire seven hundred fifty thousand
(750,000) shares of the Corporation's common stock (the "Common Stock") upon
consummation of the transactions contemplated by that certain Purchase
Agreement, dated July 10, 2000 (the "Purchase Agreement"), between the
Corporation and L-3 Communications Corporation ("L-3"); and
WHEREAS, the Corporation hereby agrees to grant options to the Optionee to
acquire seven hundred fifty thousand (750,000) shares of the Corporation's
Common Stock pursuant to the Company's Amended and Restated 1997 Stock
Compensation Program and the Optionee hereby accepts such grant, subject to the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
1. Grant of Option; Time of Exercise
(a) The Corporation hereby grants the Optionee a stock option (the
"Option") to purchase from the Corporation an aggregate of 750,000 shares of
Common Stock in the manner and subject to the terms and conditions provided in
this Agreement. It is intended that the Option shall constitute a non-qualified
stock option.
(b) The exercise price shall be $0.54 per share (the "Option Price").
(c) Except as provided in Section 1(d), the Option shall vest and become
exercisable as follows:
Date Percentage Exercisable
---- ----------------------
July 10, 2001 33 1/3%
July 10, 2002 33 1/3%
July 10, 2003 33 1/3%
(d) In the event (i) the Optionee is terminated by the Corporation for
reasons other than Cause (as defined in the Employment Agreement, dated the date
hereof, between the Optionee and the Corporation (the "Employment Agreement"),
(ii) the Optionee terminates his employment with the Corporation for Good Reason
(as defined in the Employment Agreement), or (iii) of a Change of Control (as
defined below) of the Corporation, then, in each case, the Option shall
immediately vest 100% and become exercisable in its entirety. As used herein, a
"Change of Control" shall be deemed to occur at any time after the date hereof
when the number of representatives designated by L-3 to the Board no longer
constitutes a majority of the Board as then constituted.
2. Method of Exercise
The Option may be exercised from time to time by giving written notice
thereof to the Chief Financial Officer of the Corporation, together with payment
in full for the shares of Common Stock to be purchased. The date of such
exercise shall be the date on which the Corporation receives such notice. Such
notice shall state the number of shares of Common Stock for which the Option is
exercised. The purchase price of any shares purchased upon the exercise of the
Option or any portion thereof shall be paid in full at the time of exercise of
the Option by certified or bank cashier's check payable to the order of the
Corporation or, at the option of the Optionee, by (i) shares of Common Stock
which have been held by the Optionee for at least six (6) months, or by a
combination of checks and such shares of Common Stock, or (ii) election of the
Optionee or his Permitted Transferee (as defined in Section 4) to have the
Corporation withhold from the shares of Common Stock that would otherwise be
issued upon exercise of the Option that number of shares having a Fair Market
Value (as defined below) equal to the aggregate Option Price for those shares of
Common Stock to which such election is made. If any portion of the purchase
price is paid in shares of Common Stock, those shares shall be valued at their
then Fair Market Value (as defined below). The Option may not be exercised for a
fraction of a share of Common Stock. For purposes of this Agreement, "Fair
Market Value" shall mean the average per share fair market value of the Common
Stock during the 15-day period prior to the relevant date of exercise by the
Optionee or his Permitted Transferee. If on any date relevant for purpose of
calculating the Fair Market Value the Common Stock is listed on a stock exchange
or is quoted on the automated quotation system of NASDAQ, the fair market value
of the Common Stock for such date shall be the closing sale price (or if such
price is unavailable, the average of the high bid price and the low asked price)
on such date. If no such closing sale price or bid and asked prices are
available, the Fair Market Value shall be determined in good faith by the Board
in accordance with generally accepted valuation principles and such other
factors as the Board reasonably deems relevant.
3. Termination of the Option
(a) The Option, to the extent not previously exercised, shall terminate ten
(10) years from the date of grant of the Option, unless otherwise terminated
earlier pursuant to the provisions of Sections 3(b) through 3(d) hereof.
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(b) If the Optionee ceases to be an employee of the Corporation for any
reason other than for Cause (as defined in the Employment Agreement), death or
disability, then the Option may be exercised by the Optionee, to the extent
exercisable on the date of termination, at any time within three (3) months
after the date of termination. If the Optionee's service as an employee is
terminated for Cause (as defined in the Employment Agreement), the entire Option
(including the vested and unvested portions thereof, to the extent not
previously exercised) immediately shall terminate and shall be forfeited.
(c) If the Optionee becomes disabled within the meaning of Section 22(e)(3)
of the Internal Revenue Code of 1986, as amended, while in the employ of the
Corporation, then the Option may be exercised by the Optionee, to the extent
exercisable on the date of termination due to such disability, at any time
within one (1) year after the date of termination due to such disability.
(d) If the Optionee dies while an employee of the Corporation, then the
Option may be exercised by the person or persons to whom the Optionee's rights
shall pass by will or by the laws of descent and distribution, to the extent
exercisable on the date of death, at any time within one (1) year after the date
of death.
4. Rights Prior to Exercise
The Option is nontransferable and may not be sold, assigned, pledged or
encumbered (by operation of law or otherwise) by the Optionee, except by will or
by the laws of descent and distribution in the event of his death; provided
however that, upon request by the Optionee, the Corporation may permit the
Optionee to transfer the Option to a family member or a trust created for the
benefit of family members of the Optionee (each, a "Permitted Transferee") (such
permission not to be unreasonably withheld). During the Optionee's lifetime, the
Option is only exercisable by the Optionee and any Permitted Transferees.
Neither the Optionee nor any Permitted Transferee shall have any rights as a
holder of shares of Common Stock subject to this Option until exercise of the
Option, payment of the Option Price, and the issuance of a certificate
evidencing shares of Common Stock.
5. Restrictions on Disposition
All shares of Common Stock acquired by the Optionee or any Permitted
Transferee pursuant to this Agreement shall be subject to the restrictions on
sale, encumbrance and other disposition provided by Federal or state law. As a
condition precedent to receiving the shares of Common Stock covered by this
Agreement, the Optionee or any Permitted Transferee may be required by the
Corporation to submit a letter to the Corporation stating that the shares of
Common Stock are being acquired for investment and not with a view to the
distribution thereof. The Corporation shall not be obligated to sell or issue
any shares of Common Stock pursuant to this Agreement unless, on the date of
sale and issuance thereof, the shares of Common Stock are either registered
under the Securities Act and all applicable state securities laws, or are exempt
from registration thereunder. All shares of Common Stock issued to the Optionee
or any Permitted Transferee pursuant to this Agreement may
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bear a restrictive legend summarizing any restrictions on transferability
applicable thereto, including those imposed by Federal and state securities
laws.
6. Reservation of Shares of Common Stock
The Corporation, during the term of the Option, will at all times reserve
and keep available such number of shares of Common Stock as may be exercisable
pursuant to the Option.
7. Tax Withholding
The exercise of any shares of Common Stock pursuant to the Option is
subject to the condition that, if at any time the Corporation shall determine,
in its discretion, that the satisfaction of withholding tax or other withholding
liabilities under any state or Federal law is necessary or desirable as a
condition of, or in connection with, such exercise or the delivery of shares
pursuant thereto, then, in such event, the exercise of the Option or any portion
thereof shall not be effective unless and until such withholding tax or other
withholding liabilities shall have been satisfied in a manner acceptable to the
Corporation.
8. Services as an Employee
Nothing in this Agreement gives the Optionee any right to continued service
as an employee of the Corporation or limits in any way the right of the
Corporation, its directors or its stockholders to terminate that service.
9. Certain Adjustments
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, including the Reverse Stock Split
(as defined in the Purchase Agreement), stock combination, other change in
corporate structure affecting the Common Stock, or spin-off or other
distribution of assets to stockholders, an appropriate adjustment shall be made
to the number of shares of Common Stock subject to the Option, the Option Price
and the number of shares of Common Stock reserved for issuance under this
Agreement.
10. Miscellaneous Provisions
(a) Additional Documents. The Optionee hereby agrees to execute and deliver
such further documents and instruments as may be necessary or as may reasonably
be requested in order to effectuate fully the purposes, terms and conditions of
this Agreement, whether before, at, or after the exercise of the Option.
(b) Notices. All notices, demands, requests, or other communications that
may be or are required to be given, served, or sent by a party pursuant to this
Agreement shall be in writing and shall be (i) personally delivered, (ii) mailed
by first-class, registered or certified mail, return receipt requested, postage
prepaid, or (iii) sent by overnight delivery carrier, addressed as follows:
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(A) If to the Corporation:
LogiMetrics, Inc.
000 Xxxxxxxxxx Xxx
Xxxxxxxxx, Xxx Xxxxxx
Attention: Chairman of the Board
(B) If to the Optionee:
Xx. Xxxxxx X. Xxxxxx
0 Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxx Xxxxxx 00000
Each party may designate by notice in writing, in the manner described
above, a new address to which any notice, demand, request, or communication
required or permitted by this Agreement may be sent. Any notice, demand,
request, or communication that shall be delivered, mailed or transmitted in the
manner described above shall be deemed given, served, sent or received for all
purposes when it is delivered to the addressee. An affidavit of personal
delivery, the return receipt, or the delivery receipt shall be deemed
conclusive, but not exclusive, evidence of such delivery or when delivery is
refused by the addressee upon presentation.
(c) Severability. The invalidity of any one or more provisions hereof or of
any other agreement or instrument given pursuant to or in connection with this
Agreement shall not affect the remaining portions of this Agreement or any such
other agreement or instrument or any part thereof; and if one or more of the
provisions contained herein or therein should be invalid, or should operate to
render this Agreement or any such other agreement or instrument invalid, this
Agreement and such other agreements and instruments shall be construed as if
such invalid provisions had not been inserted.
(d) Survival. It is the express intention and agreement of the parties
hereof that all covenants and agreements made in this Agreement shall survive
the execution and delivery of this Agreement and the exercise (if any) of the
Option.
(e) Waivers. Neither the waiver by a party of a breach of or a default
under any of the provisions of this Agreement, nor the failure of a party, on
one or more occasions, to enforce any of the provisions of this Agreement or to
exercise any right, remedy, or privilege hereunder shall thereafter be construed
as a waiver of any subsequent breach or default of a similar nature, or as a
waiver of any such provisions, rights, remedies, or privileges hereunder.
(f) Binding Effect. Subject to any provisions hereof restricting transfer,
encumbrance and assignment, this Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, personal
representatives, successors, and assigns.
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(g) Limitation on the Benefit of this Agreement. It is the explicit
intention of the parties hereto that no person or entity other than the parties
hereof (and any Permitted Transferees) is or shall be entitled to bring any
action to enforce any provisions of this Agreement against any parties hereto,
and that the covenants, undertakings, and agreements set forth in the Agreement
shall be solely for the benefit of, and shall be enforceable only by, the
parties hereto and their respective heirs, personal representatives, successors
and assigns as permitted hereunder.
(h) Entire Agreement. This Agreement contains the entire agreement among
the parties with respect to subject matter hereof, and supersedes all prior oral
or written agreements, commitments, or understandings with respect to the
matters provided for herein and therein.
(i) Headings. Article, section and subsection headings contained in this
Agreement are inserted for convenience of reference only, shall not be deemed to
be part of this Agreement for any purpose, and shall not in any way define or
affect the meaning, construction or scope of any of the provisions hereof.
(j) Governing Law; Consent to Jurisdiction . This Agreement, the rights and
obligations of the parties hereto, and any claims or disputes relating thereto,
shall be governed by and construed in accordance with the internal laws of the
State of Delaware without giving effect to the choice of law principles thereof.
Each of the parties hereto irrevocably submits and consents to the exclusive
jurisdiction of and laying of venue in the courts of the State of New York and
the United States District Court for the Southern District of New York for the
purpose of any suit, action, proceeding or judgment relating to or arising,
directly or indirectly, out of this Agreement and the transactions contemplated
hereby. Each party hereto irrevocably waives any objection to the exclusive
laying of venue of any suit, action or proceeding brought in such courts and
irrevocably waives any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum.
(k) Counsel. THE OPTIONEE REPRESENTS THAT HE AND/OR HIS OTHER PROFESSIONAL
ADVISORS HAVE HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
LOGIMETRICS, INC.
By: /s/ Xxxxxxx X. Brand
--------------------------
Name: Xxxxxxx X. Brand
Title: Chairman of the Board
Witness: OPTIONEE
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
------------------------------- -----------------------------
Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
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