EXHIBIT 10.9
EXCHANGE AGREEMENT
THIS AGREEMENT is made and entered into as of the 22nd day of May, 1997, by and
between ITI Technologies, Inc., a Delaware corporation (the "CORPORATION"), and
_____________________ (the "OPTIONEE").
BACKGROUND
FIRST. The Corporation previously awarded certain Non-Statutory Stock Options to
the Optionee pursuant to the ITI Technologies, Inc. Nonemployee Director Stock
Option Plan (the "DIRECTOR PLAN"), and subject to the terms and conditions
contained in that certain Nonemployee Director Stock Option Agreement dated
March 12, 1996 (the "OLD OPTION AGREEMENT") (such options are referred to in
this Agreement as the "OLD OPTIONS").
SECOND. The Board of Directors of the Corporation has determined that it is in
the best interest of the Corporation to offer each nonemployee director of the
Corporation who holds unexercised Old Options as of May 22, 1997, an exchange of
all such Old Options for new options in the identical number, but with a new
exercise price equal to the fair market value of the common stock of the
Corporation as of the close of business on May 22, 1997.
THIRD. The Optionee desires to exchange his Old Options for such new stock
options.
NOW, THEREFORE, THE CORPORATION AND THE OPTIONEE AGREE AS FOLLOWS:
1. The Optionee hereby agrees to surrender for cancellation the Old Option
Agreement by and between the Optionee and the Corporation and any and all rights
thereunder in exchange for options to purchase common stock of the Corporation
in accordance with the terms and conditions contained in the Nonemployee
Director Stock Option Agreement dated May 22, 1997, attached hereto (the "NEW
OPTION AGREEMENT").
2. The Optionee acknowledges and represents that the Optionee has (i) read the
New Option Agreement and understands its terms; (ii) received adequate
opportunity to read and consider this Agreement; and (iii) determined to execute
this Agreement of his own free will.
3. The laws of the State of New York shall govern the interpretation, validity
and performance of the terms of this Agreement regardless of the law that might
be applied under applicable principles of conflicts of laws.
IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the
Optionee have executed this Agreement in duplicate as of the day and year first
written above.
OPTIONEE ITI TECHNOLOGIES, INC.
By:
___________________________ Xxxxxxx X. Xxxxxx, Secretary
