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EXHIBIT 99.4
OPTICAL PROCESS AUTOMATION, INC.
SERIES B PREFERRED STOCK OPTION AGREEMENT
Optical Process Automation, Inc. (the "Company"), desiring to afford an
opportunity to the Grantee named below to purchase certain shares of the
Company's Series B Preferred Stock, and to provide the Grantee with an added
incentive in service to the Company, hereby grants to Grantee, and the Grantee
hereby accepts, an option ("Option") to purchase the number of such shares
("Option Shares") set forth below, during the term ending at midnight
(prevailing local time at the Company's principal offices) on the expiration
date of this Option specified below, at the exercise price specified below,
subject to and upon the following terms and conditions and the terms and
conditions of the Company's 2000 Series B Preferred Stock Option Plan (the
"Plan").
1. IDENTIFYING PROVISIONS. As used in this Option, the following terms shall
have the following respective meanings:
(a) Grantee: ______________________________________
(b) Date of grant: ________________________________
(c) Number of shares optioned: ____________________
(d) Option exercise price per share: $_____________
(e) Expiration date: ______________________________
2. GRANT AS NON-QUALIFIED OPTION. This Option is intended to be a non-qualified
stock option and is not intended to be and shall not be treated as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
3. VESTING. All of the Option Shares initially shall be unvested shares. For so
long as the Grantee maintains a continuous service to the Company as an
employee, officer, director or consultant, the unvested shares (whether or not
previously purchased) shall vest as follows:
Twenty-five percent (25%) of the Option Shares shall vest twelve months
after the date of the grant, and 1/12 of the remaining Option Shares shall vest
in each three month anniversary of the date of grant thereafter; provided,
however, that if the Grantee shall die or become totally disabled (as such term
is defined in the Code) within twelve months after the date of the grant, then
twenty-five percent (25%) of the Option Shares shall immediately vest and become
exercisable by the Grantee or Grantee's legal representative or representatives
in accordance with Section 4(b) hereof.
4. RESTRICTIONS ON EXERCISE. The following additional provisions shall apply to
the exercise of this Option:
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(a) Termination of Employment. If the Grantee's employment by the
Company is terminated for any reason, only that portion of this Option
exercisable at the time of such termination of employment may thereafter be
exercised, and it may not be exercised more than thirty (30) days after such
termination nor after the expiration date of this Option, whichever date is
sooner.
(b) Death or Disability of Grantee. Subject to the limitations on
vesting as provided in Section 3, if the Grantee shall die or become totally and
permanently disabled (as defined in the Code) during the term of this Option,
Grantee or the Grantee's legal representative or representatives, or the person
or persons entitled to do so under the Grantee's last will and testament or
under applicable intestate laws, shall have the right to exercise this Option,
but only for the number of shares as to which the Grantee was entitled to
exercise this Option in accordance with Section 3 hereof, and such right shall
expire and this Option shall terminate in the case of death ninety (90) days
after the date of the Grantee's death or on the expiration date of this Option,
whichever date is sooner and in the case of total and permanent disability on
the expiration date of this Option.
(c) Continuity of Employment. This Option shall not be exercisable by
the Grantee in any part unless at all times beginning with the date of grant and
ending no more than three (3) months prior to the date of exercise, the Grantee
has, except for military service leave, sick leave, or other bona fide leave of
absence approved by the board, been in the continuous employ of the Company.
5. NON-TRANSFERABLE. The Grantee may not transfer this Option except by will or
the laws of descent and distribution. This Option shall not be otherwise
transferred, assigned, pledged, hypothecated or disposed of in any way, whether
by operation of law or otherwise, and shall be exercisable during the Grantee's
lifetime only by the Grantee or his guardian or legal representative.
6. ADJUSTMENTS AND CORPORATE REORGANIZATIONS. Subject to the provisions of the
Plan under which this Option is granted, if the outstanding shares of the class
then subject to this Option are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities, as a result of
one or more reorganizations, recapitalizations, stock splits, reverse stock
splits, stock dividends or the like, appropriate adjustments shall be made in
the number and/or kind of shares or securities for which the unexercised
portions of this Option may thereafter be exercised, all without any change in
the aggregate exercise price applicable to the unexercised portions of this
Option, but with a corresponding adjustment in the exercise price per share. No
fractional share of stock shall be issued under this Option or in connection
with any such adjustment. Such adjustments shall be made by or under authority
of the Board whose determinations as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.
7. EXERCISE, PAYMENT FOR AND DELIVERY OF STOCK. This Option may be exercised by
the Grantee or other person then entitled to exercise it by giving written
notice of exercise to the Company specifying the number of shares to be
purchased and the total purchase price, accompanied by a check to the order of
the Company in payment of such price. If the Company is required to withhold on
account of any present or future tax imposed as a result of such
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exercise, the notice of exercise shall be accompanied by a check to the order of
the Company in payment of the amount of such withholding.
"Fair Market Value" of the Company's shares shall mean as of any
applicable date the fair market value of the shares as determined in good faith
by the Board.
8. RIGHTS IN SHARES BEFORE ISSUANCE AND DELIVERY. No person shall be entitled to
the privileges of stock ownership in respect of any shares issuable upon
exercise of this Option, unless and until such shares have been issued to such
person as fully paid shares.
9. REQUIREMENTS OF LAW. No certificate or certificates for shares of stock
purchased upon exercise of this Option shall be issued and delivered prior to
the admission of such shares to listing on notice of issuance on any stock
exchange or other securities market on which shares of that class are then
listed, nor unless and until, in the opinion of counsel for the Company, such
securities may be issued and delivered without causing the Company to be in
violation of or incur any liability under any federal, state or other securities
law, any requirement of any securities exchange listing agreement to which the
Company may be a party, or any other requirement of law or of any regulatory
body having jurisdiction over the Company.
10. STOCK OPTION PLAN. This Option is subject to, and the Company and the
Grantee agree to be bound by, all of the terms and conditions of the Plan, as
the same shall have been amended from time to time in accordance with the terms
thereof, provided that no such amendment shall deprive the Grantee, without his
consent, of this Option or any of his rights hereunder. Pursuant to the Plan,
the Board is vested with final authority to interpret and construe the Plan and
this Option, and is authorized to adopt rules and regulations for carrying out
the Plan. A copy of the Plan in its present form is available for inspection
during business hours by the Grantee or other persons entitled to exercise this
Option at the Company's principal office.
11. NOTICES. Any notice to be given to the Company shall be addressed to the
Company in care of its Secretary at its principal office, and any notice to be
given to the Grantee shall be addressed to him at the address given beneath his
signature hereto or at such other address as the Grantee may hereafter designate
in writing to the Company.
12. LAWS APPLICABLE TO CONSTRUCTION. This Agreement shall be construed and
enforced in accordance with the laws of the State of Florida, without regard for
its conflicts of laws principals which would cause the substantive law of
another jurisdiction to apply.
13. ENTIRE AGREEMENT. The Plan and this Option constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Grantee with
respect to the subject matter hereof.
14. NO GUARANTEE OF CONTINUED SERVICE. Grantee acknowledges and agrees that this
agreement, the transactions contemplated hereunder and the vesting schedule set
forth herein do not constitute an express or implied promise of continued
engagement as an employee for the vesting period, for any period, or at all and
shall not interfere in any way with Grantee's right or the
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Company's right to terminate Grantee's relationship as an employee at any time,
with or without cause.
15. ACKNOWLEDGEMENT. Grantee acknowledges that he/she has been informed that the
Company has entered into an Agreement and Plan of Merger ("Merger Agreement") by
which the Company will merge into and be acquired by another entity ("Merger")
and has been generally informed of the terms of the Merger, including the
consideration payable as a result of the Merger. Grantee further acknowledges
that the Plan under which the Option was granted differs from the Company's 2000
Stock Option and Incentive Plan, which affords rights and privileges to option
holders that differ from those under the Plan.
16. RECEIPT OF PLAN. The Grantee acknowledges receipt of a copy of the Plan and
this Agreement, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof. The Grantee has reviewed the Plan and this
Agreement and fully understands all provisions of the Plan and this Agreement.
The Grantee further agrees to notify the Company upon any change in the
residence address indicated in this Agreement.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Company has granted this Option on the date of
grant specified above.
OPTICAL PROCESS AUTOMATION, INC.
By:
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Name:
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Title:
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GRANTEE
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