Exhibit 10.33
FIELDWORKS, INCORPORATED
NON-INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of this 21st day of January, 1997, by and between
FieldWorks, Incorporated, a Minnesota corporation (the "Company"), and Xxxxx X.
Xxxxxxxx ("Optionee").
WHEREAS, the Company pursuant to its FieldWorks, Incorporated 1994 Long-
Term Incentive and Stock Option Plan (the "Plan") wishes to grant this stock
option to Optionee;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. Grant of Option. The Company hereby grants to Optionee the right and
option ("the Option") to purchase all or any part of an aggregate of 100,000
shares (the "Shares") of the common stock, par value $.001 per share (the
"Common Stock"), of the Company at a price per share equal to the Price to
Public on the effective date of the Company's registration statement for its
initial public offering on the terms and conditions set forth herein. The Option
is not intended to be entitled to treatment as an incentive stock option within
the meaning of Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code").
2. Duration and Exercisability. The Option may not be exercised by Optionee
except as set forth below, and the Option shall in all events terminate 10 years
from the date hereof. Subject to the other terms and conditions set forth
herein, the Option shall vest and may be exercised by Optionee as follows:
Percentage
On or after each of of Shares as to which the
the following dates Option is exercisable
------------------- --------------------------
January 20, 2007..........................100%;
provided, however, that 25% of the Option shall vest immediately
as of the date of this Option, and the vesting of the rest of
the Option shall accelerate by the cumulative increments
described below if the objectives described are achieved within
the time periods indicated:
a. If, in the final determination of
the Board of Directors, a management
team has been put in place on or before
July 21, 1997...........................25%;
b. The last day of the quarter in which
the Company's revenues first reach
$7.5 million AND the Company achieves
a net profit
during such quarter........................25%
c. The last day of the quarter in which the
Company's revenues first reach $12.5 million
AND the Company achieves a net profit of
10% during such quarter................... 25%
During the lifetime of Optionee, the Option shall be exercisable only by
Optionee. The Option shall not be assignable or transferable by Optionee, other
than by will or the laws of descent and distribution.
3. Termination of Directorship
---------------------------
(a) If Optionee ceases to serve as Director of the Company (including
termination due to inability to continue service as Director with the Company as
a result of Optionee's total and permanent disability (as defined in Section
22(e)(3) of the Code)), Optionee may exercise the Option to the extent that he
was entitled to exercise it at the date of such termination. To the extent that
Optionee is not entitled to exercise the Option at the date of such termination,
or if Optionee does not exercise such Option (which he was entitled to exercise)
within the term of the Option, the Option shall terminate.
(b) Notwithstanding the provisions of Section 3(a) above, if Optionee dies
during the term of the Option:
(i) If Optionee was at the time of death serving as Director and had
been in Continuous Status as a Director since the date of grant of the
Option, then the Option may be exercised by Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that
would have accrued had Optionee continued living and remained in
Continuous Status as Director for six months after the date of death.
(ii) If Optionee's death occurred within 30 days after the termination
of Optionee's Continuous Status as Director, then the Option may be
exercised by Optionee's estate or by a person who acquired the right
to exercise the Option by bequest or inheritance, but only to the
extent of the right to exercise that had accrued at the date of
termination of Continuous Status as Director.
4. Manner of Exercise.
------------------
(a) The Option may only be exercised by Optionee or other proper party
within the option period by delivering written notice of exercise to the Company
at its principal executive office. The notice shall state the number of Shares
as to
-2-
which the Option is being exercised and shall be accompanied by payment in full
of the option price for all of the Shares designated in the notice.
(b) Optionee may, at the Company's election, pay the option price in cash,
by check (bank check, certified check or personal check) or by any other means
set forth in the Plan.
(c) The exercise of the Option is contingent upon receipt from Optionee
(or other proper person exercising the Option) of a representation that, at the
time of such exercise, it is Optionee's intention to acquire the Shares being
purchased for investment and not with a view to the distribution or sale thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"); provided, however, that the receipt of such representation shall not be
required upon exercise of the Option if, at the time of such exercise, the
issuance of the Shares subject to the Option shall have been properly registered
under the Securities Act and all applicable state securities laws. Such
representation shall be in writing and in such form as the Company may
reasonably request. The certificate representing the Shares so issued for
investment shall be imprinted with an appropriate legend setting forth all
applicable restrictions on their transferability.
5. Adjustments. If Optionee exercises all or any portion of the Option
subsequent to any change in the Common Stock through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or other change in
the corporate or capital structure of the Company, Optionee shall then receive
for the aggregate price paid by him or her on such exercise, the number and type
of securities or other consideration which he or she would have received if the
Option had been exercised prior to the event changing the outstanding Common
Stock in order to prevent dilution or enlargement of the rights granted
hereunder.
6. Miscellaneous.
-------------
(a) The Option is issued pursuant to the Plan and is subject to its terms.
Optionee hereby acknowledges receipt of a copy of the Plan. The Plan is also
available for inspection during business hours at the principal office of the
Company.
(b) Optionee shall have none of the rights of a shareholder with respect
to the Shares until such Shares shall have been issued to him or her upon
exercise of the Option.
(c) The Company shall at all times during the term of the Option reserve
and keep available such number of Shares as will be sufficient to satisfy the
requirements thereof. The exercise of all or any part of the Option shall only
be effective at, and may be deferred until, such time as the sale of the Shares
pursuant to such exercise will not violate any federal or state securities laws,
it being understood that the Company shall no obligation to register the
issuance or sale of the Shares for such purpose.
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
FIELDWORKS INCORPORATED
By
-------------------------------------
Xxxx X. Xxxxxx
President and Chief Executive Officer
----------------------------------------
Xxxxx X. Xxxxxxxx
-4-
