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EXHIBIT 4.2
RADIANT SYSTEMS, INC.
NON-MANAGEMENT DIRECTOR STOCK OPTION AGREEMENT
THIS NON-MANAGEMENT DIRECTOR STOCK OPTION AGREEMENT ("Option Agreement") made
and entered into this ___ day of _______, 199__ by and between Radiant Systems,
Inc., a Georgia corporation (the "Company") and _______________ ("Director");
W I T N E S S E T H:
The Board of Directors of the Company has adopted that certain Non-Management
Directors' Stock Option Plan (the "Plan"), a copy of which is attached hereto as
Exhibit "A" and incorporated herein by reference. Pursuant to the terms of the
Plan, Director is entitled to receive certain tock options to purchase shares of
the Company's authorized Common Stock, no par value per share ("Stock"), subject
to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. INCORPORATION OF PLAN PROVISIONS
This Option Agreement is subject to and is to be construed in all respects in
a manner which is consistent with the terms of the Plan, the provisions of which
are hereby incorporated by reference into this Option Agreement. Unless
specifically provided otherwise, all terms used in this Option Agreement shall
have the same meaning as in the Plan.
2. GRANT OF OPTION
Subject to the further terms and conditions of this Option Agreement, Director
is hereby granted a stock option to purchase _______ shares of Stock, effective
as of the date first written above. This stock option is not intended to be an
Incentive Stock Option as provided in Sec. 422 of the Internal Revenue Code.
3. FAIR MARKET VALUE OF STOCK
The Board of Directors has determined, in good faith and in its best judgment,
that the fair market value per share of Stock as of the date this stock option
is granted is $_____.
4. OPTION PRICE
The Board of Directors has determined that the price for each share of Stock
purchased under this Option Agreement shall be $______.
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5. EXPIRATION OF OPTIONS
The option to acquire Stock pursuant to this Option Agreement shall expire (to
the extent not previously fully exercised) upon the first to occur of the
following:
(a) _____________ (the tenth anniversary of the date of grant of the
option); or
(b) The date which is the first anniversary of the date upon which
Director ceases to serve as a member of the Board of Directors of the Company;
or
(c) The date upon which upon which Director ceases to serve as a member of the
Board of Directors of the Company, for any reason, including death or total
disability, with respect to any portion of this option that is not then
exercisable on the date upon which Director ceases to serve as a member of the
Board of Directors of the Company.
6. EXERCISE OF OPTION
Unless options hereunder shall earlier lapse or expire pursuant to Article 5
hereof, this option may be exercised with respect to the aggregate number of
shares subject to this Option Agreement as follows:
(i) as of __________,__________ shares;
(ii) as of __________, an additional __________ shares; and
(iii) as of __________, an additional __________ shares.
Notwithstanding the foregoing, this Option shall become exercisable
immediately in full upon the later of: (1) six (6) months following the date
hereof; or (2) the earlier of (i) the death of Director, or (ii) the disability
(as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended
(the "Code") of Director.
To the extent such options become exercisable in accordance with the
foregoing, Director may exercise this stock option, in whole or in part, from
time to time. The option exercise price may be paid by Director either in cash,
or, in the event that an organized trading market in the Stock exists on the
date of exercise of the option, by surrender of other shares held by Director of
the Stock of the Company; provided that the shares surrendered have been held by
Director for more than six months on the date of surrender.
For the purposes of this Article 6, an "organized trading market" shall be
deemed to exist on the date of exercise of the option if: (a) the Stock is
listed on a national securities exchange, or (b) the Stock has been quoted on
the National Association of Securities Dealers Automated Quotation System
("Nasdaq") for the 15 trading days preceding the date of exercise of the option,
or (c) bid and asked quotations for the Stock have been published by the
National Quotation Bureau or other recognized inter-dealer quotation publication
(other than Nasdaq) during 20 of the 30 trading days preceding the date of
exercise of the option. In the event that an organized trading market for the
Stock exists on the date of exercise of the option, Director shall be given
credit against the option exercise price hereunder for such shares surrendered
equal to (i) if the Stock is listed on a national securities exchange or is
quoted on the Nasdaq National Market, the last actual sales transaction price
reported on the day preceding exercise of the option, or, if there were no
actual sales transactions reported
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for such date, on the date next preceding such date on which actual sales
transactions were reported, or (ii) if the Stock is quoted on Nasdaq (other than
the Nasdaq National Market) or by the National Quotation Bureau or other
recognized inter-dealer quotation publication, the average of the high and low
price quotations on the day preceding exercise of the option, or, if there were
no price quotations for such date, on the date next preceding such date on which
there were high and low price quotations for the Stock.
7. MANNER OF EXERCISE
This stock option may be exercised by written notice to the Secretary of the
Company specifying the number of shares to be purchased and signed by Director
or such other person who may be entitled to acquire Stock under this Option
Agreement. If any such notice is signed by a person other than Director, such
person shall also provide such other information and documentation as the
Secretary of the Company may reasonably require to assume that such person is
entitled to acquire Stock under the terms of the Plan and this Option Agreement.
After receipt of the notice and any other assurances requested by the Company
under this Article 7, and upon receipt of the full option price, the Company
shall issue to the person giving notice of exercise under this Option Agreement
the number of shares specified in such notice.
8. RESTRICTIONS ON TRANSFERABILITY
The stock option granted hereunder shall not be transferable by Director
otherwise than by will or by the laws of descent and distribution, and such
stock option shall be exercisable during Director's lifetime only by Director.
9. FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK
Director acknowledges and understands that the Stock subject to this Option
Agreement is subject to certain restrictions on transferability. In addition,
the Stock subject to this Option Agreement is not registered under the Federal
Securities Act of 1933, as amended ("Federal Act") or under the Georgia
Securities Act of 1973, as amended ("State Act"). Each option shall be subject
to the requirement that if at any time the Board of Directors shall determine,
in its discretion, that the listing, registration or qualification of the shares
subject to such option upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such option or the issue or purchase of shares thereunder, such option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors. The costs of any such
listing, registration, qualification, consent or approval shall be paid by the
Company. Alternatively, the Company shall not permit any exercise of this stock
option unless it receives such representations, factual assurances, and legal
opinions as it may deem necessary to determine and document the availability of
an exemption from registration under both the Federal Act and the State Act with
respect to any particular issuance of shares under this Option Agreement.
Further, the Board of Directors shall require that Stock issued in respect of
any exercise of this stock option shall bear such restrictions on further
transfer as shall be necessary to insure the availability of any exemption so
claimed.
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10. REORGANIZATION
In the event that dividends are payable in Common Stock of the Company or in
the event there are splits, subdivisions or combinations of shares of Common
Stock of the Company, the number of Shares available under the Plan shall be
increased or decreased proportionately, as the case may be, and the number of
Shares deliverable upon the exercise thereafter of any Option theretofore
granted shall be increased or decreased proportionately, as the case may be,
without change in the aggregate purchase price.
In case the Company is merged or consolidated with another corporation and the
Company is not the surviving corporation, or in case the property or stock of
the Company is acquired by another corporation, or in case of a separation,
reorganization, recapitalization or liquidation of the Company, the Board of
Directors of the Company, or the Board of Directors of any corporation assuming
the obligations of the Company hereunder, shall either (i) make appropriate
provision for the protection of any outstanding Options by the substitution on
an equitable basis of appropriate stock of the Company, or of the merged,
consolidated or otherwise reorganized corporation which will be issuable in
respect to the shares of Common Stock of the Company, provided only that the
excess of the aggregate fair market value of the shares subject to option
immediately after such substitution over the purchase price thereof is not more
than the excess of the aggregate fair market value of the shares subject to
option immediately before such substitution over the purchase price thereof, or
(ii) upon written notice to Director provide that the Option (including the
shares not then exercisable) must be exercised within sixty (60) days of the
date of such notice or it will be terminated.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
executed by a member of the Board of Directors or a duly authorized officer of
the Company, and Director has executed this Option Agreement as of the date
first written above.
RADIANT SYSTEMS, INC.
By:
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Xxxx Xxxxx, Co-Chairman of the Board and
Chief Executive Officer
Attest:
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Xxxx Xxxxx, Co-Chairman of the Board
and Secretary
"DIRECTOR"
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