DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT, dated _________________________, is between
XXXXXXX-XXXXXXX COMPANY, a California corporation, (hereinafter called
"Company") and ___________________________________________, (hereinafter called
"Director").
WITNESSETH:
WHEREAS, the Company has established the Xxxxxxx-Xxxxxxx
Company Nonemployee Director Stock Option Plan (the "Plan"), adopted April 24,
1989, and amended and restated effective January 29, 1996, a copy of which is
attached hereto and by this reference incorporated herein as though set forth in
full; and
WHEREAS, the Board of Directors has determined that the
Director shall be granted a stock option under said Plan as hereinafter set
forth.
NOW, THEREFORE, the parties hereby agree as follows:
1. The Company hereby grants to Director an option to
purchase 3,000 shares of the no par value common
stock of the Company upon the following terms and
conditions:
a. This option is granted under and pursuant to
the above described Plan, and is subject to
each and all the provisions thereof,
including the provisions on acceleration of
option exercise and limited rights.
b. The option price shall be
____________________ per share, which is
agreed to be 100% of the fair market value
of the common stock of the Company on the
date of the granting of the option.
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c. Subject to the restrictions contained herein
and in the Plan, this option may be
exercised after six (6) months from the date
of grant. No such exercise shall be with
respect to less than ten (10) shares, or the
remaining shares covered by the option, if
less than ten (10).
d. In the event that the Director's service
with the Company terminates for any reason
prior to six (6) months from the date
hereof, Director's right to exercise this
option or any part thereof shall be
forfeited.
e. Unless sooner terminated as provided in the
Plan, the period for which this option is
granted is the period of ten (10) years from
the date hereof.
f. This option is not transferable by the
Director otherwise than by will or the laws
of descent and distribution and is
exercisable, during the Director's lifetime,
only by him or her. Neither this option nor
any interest therein may be transferred,
assigned, pledged or hypothecated by the
Director during this lifetime whether by
operation of law or otherwise, nor be made
subject to execution, attachment or similar
process.
2. Director may exercise this option by giving written
notice to the Company at Palo Alto, California,
attention of the Secretary, specifying the election
to exercise the option and the number of shares in
respect of which it is being exercised. Director or
Director's representative shall deliver to the
Secretary at the time of giving such notice payment
in United States dollars for the amount of the
purchase price. In addition, Director may deliver
Company stock, valued at its fair market value (as
defined in the Plan) on the date of such exercise, in
the full amount of the purchase price, or any portion
thereof, in payment for the shares.
The notice shall be signed by the Director exercising
the option. The Company shall thereafter cause to be
issued a certificate or certificates for the shares
as to which the option shall have been so exercised,
registered in the name of the Director.
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3. This Agreement shall be interpreted and construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties have executed this Agreement
of the day and year first above written.
XXXXXXX-XXXXXXX COMPANY
By
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ACCEPTED:
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Director
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