EMS TECHNOLOGIES, INC.
Exhibit 10.18a
EMS TECHNOLOGIES, INC.
2007 STOCK INCENTIVE PLAN
TERMS OF DIRECTOR STOCK OPTION
Form 5-18-07
TERMS OF DIRECTOR STOCK OPTION
Form 5-18-07
This TERMS OF DIRECTOR STOCK OPTION sets forth certain terms of, and is included as part of,
each Stock Option Agreement (the “Agreement”) that specifically refers to this Form and that has
been issued from time to time by EMS TECHNOLOGIES, INC., a Georgia corporation (hereinafter
referred to as the “Corporation”) to certain members of its Board of Directors (herein,
“Director”).
WITNESSETH
WHEREAS, the Board of Directors (the “Board”) of the Corporation has adopted a stock incentive
plan for the directors, officers and employees of the Corporation or its subsidiary corporations,
which Plan is known as the “EMS Technologies, Inc. 2007 Stock Incentive Plan” (hereinafter referred
to as the “Plan”);
WHEREAS, on the Date of Xxxxx specified in the Agreement the Director was elected to serve as
a member of the Board for the forthcoming year; and
WHEREAS, the Plan provides for the automatic grant to the Director, in the circumstances of
such election, of a stock option (the “Option”) to purchase shares of the Corporation’s common
stock as hereinafter set forth.
NOW, THEREFORE, the following terms are included and incorporated in the Agreement:
1. Incorporation of Plan. The Option has been granted pursuant to the provisions of
the Plan, and the terms and definitions of the Plan, as it may be amended from time to time, are
incorporated by reference into this Stock Option Agreement and made a part hereof. A copy of the
Plan has been delivered or otherwise made available to the Director.
2. Grant of Option. Subject to the terms, restrictions, limitations and conditions
stated herein, the Agreement, when signed by the Director and validated by the Corporation’s
Secretary, evidences the grant by the Corporation to the Employee, not in lieu of salary or other
compensation, of the right and option, which is not an ISO, to purchase all or any part of an
aggregate of the number of shares of the Corporation’s $.10 par value common stock (the “Common
Stock”), specified in the Agreement, beginning on the First Date for Exercise specified in the
Agreement.
The Option shall expire and is not exercisable after 5:00 p.m., Atlanta time, on the
Expiration Date specified in the Agreement (the “Expiration Date”), or such other date as
determined pursuant to Section 8 or 9 below.
Notwithstanding the beginning date for exercise specified in the second preceding
paragraph, but subject to the provisions of the preceding paragraph with respect to expiration of
the Option, the Option may be exercised as to all or any portion of the full number of shares
subject thereto if: (a) a tender offer or exchange offer has been made for shares of the Common
Stock, other than one made by the Corporation, provided that the corporation, person or other
entity making such offer purchases or otherwise acquires shares of Common Stock pursuant to such
offer; or (b) any person or group (as such terms are defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the “Act”)), becomes the holder of 50% or more of the outstanding
shares of Common Stock. If either of the events
specified in this paragraph has occurred, the Option shall be fully exercisable: (x) in the event of (a) above, during the
period commencing on the date the tender offer or exchange offer is commenced and ending on the
date such offer expires and is not extended; or (y) in the event of (b) above, during the 30-day
period commencing on the date upon which the Corporation is provided a copy of a Schedule 13D or
amendment thereto, filed pursuant to Section 13(d) of the Act and the rules and regulations
promulgated thereunder, indicating that any person or group has become the holder of 50% or more of
the outstanding shares of Common Stock. In the case of (a) above, if the Corporation, person or
other entity making the offer does not purchase or otherwise acquire shares of Common Stock
pursuant to such offer, then the Director’s right under this paragraph to exercise the Option shall
terminate, the Director and the Corporation shall rescind any exercise of the Option pursuant to
this paragraph, and the Option shall be reinstated as if such exercise had not occurred.
3. Purchase Price. The price per share to be paid by the Director for the shares
subject to the Option shall be the Exercise Price specified in the Agreement.
4. Exercise Terms. Beginning on the date specified above, and prior to the expiration
of the Option as provided in Section 2 hereof, the Director may exercise this Option as to all such
number of shares, or as to any part thereof, at any time and from time to time during the remaining
term of the Option; provided that the Director must exercise the Option for at least the lesser of
100 shares or the unexercised portion of the Option. In the event the Option is not exercised with
respect to all or any part of the shares prior to its expiration, the shares with respect to which
the Option was not exercised shall no longer be subject to the Option.
5. Option Non-Transferable. The Option and all rights thereunder are neither
assignable nor transferable by the Director other than by will or under the laws of descent and
distribution, or pursuant to a Qualified Domestic Relations Order, and during the Director’s
lifetime this Option is exercisable only by him (or by his guardian or legal representative,
should one be appointed, or qualified transferee). More particularly (but without limiting the
generality of the foregoing), this Option may not be assigned, transferred (except as aforesaid),
pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of this Option contrary to the provisions hereof shall be null
and void and without legal effect.
6. Notice of Exercise of Option. This Option may be exercised by the Director,
or by his administrator, executor, personal representative or qualified transferee, by a written
notice (in substantially the form of the “Notice of Exercise” attached hereto as Xxxxx A) signed by
the Director, or by such administrator, executor, personal representative or qualified transferee,
and delivered or mailed to the Corporation at its principal office in Norcross, Georgia, to the
attention of the President, Treasurer or such other officer as the Corporation may designate. Any
such notice shall (a) specify the number of shares of Common Stock which the Director or such
administrator, executor, personal representative or qualified transferee, as the case may be, then
elects to purchase, and (b) be accompanied by (i) a certified or cashier’s check payable to the
Corporation, or personal check acceptable to the Corporation, in payment of the total price
applicable to the shares so purchased, or (ii) (subject to any restrictions referred to in Annex A)
shares of Common Stock, owned by him and duly endorsed or accompanied by stock transfer powers, or
in lieu thereof, the form of Attestation of Share Ownership attached as Annex B executed with
respect to such number of such shares, having a Fair Market Value equal to the total purchase price
applicable to the shares so purchased, or (iii) such a check, and the number of such shares (or
attestation with respect thereto) whose Fair Market Value when added to the amount of the check
equals the total purchase price applicable to such purchased shares. Such notice shall also be
accompanied by such a check or shares of Common Stock in payment of applicable withholding and
employment taxes,
or the person exercising the Option shall authorize (by use of Annex B or otherwise) the withholding of shares of Common Stock otherwise issuable
under the Option in payment of such taxes, all as set forth on Annex A and subject to any
restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and
subject to the terms hereof, the Corporation agrees to cause to be issued to the Director or to
such administrator, executor, personal representative or qualified transferee, as the case may be,
stock certificates for the number of shares specified in such notice registered in the name of the
person exercising the Option.
7. Adjustment in Option. If, prior to the complete exercise of the Option, there
shall be a change in the outstanding Common Stock by reason of one or more stock splits, stock
dividends, combinations or exchanges of shares, recapitalizations or similar capital adjustments,
then the number, kind and option price of the shares remaining subject to the Option shall be
equitably adjusted in accordance with the terms of the Plan, so that the proportionate interest in
the Corporation represented by the shares then subject to the Option shall be the same as before
the occurrence of such event.
8. Termination as a Director. If the Director for any reason ceases to be a member of
the Board of Directors of the Corporation (such event being hereinafter referred to as a
“Termination”), then:
(a) To the extent the Option shall have become exercisable on or prior to the date
of Termination, it shall remain exercisable until the Expiration Date; and
(b) Any portion of the Option that had not become exercisable on or prior to the
date of Termination shall immediately terminate and shall not thereafter become
exercisable.
The Option does not confer upon the Director any right with respect to continuance as a member
of the Board of Directors of the Corporation.
9. Competitive Activities. The Option is subject to Section 9.2 of the Plan, which
provides that if the Director provides services to a competitor of the Corporation or any of its
Subsidiaries, whether as an employee, officer, director, independent contractor, consultant, agent
or otherwise, such services being of a nature that can reasonably be expected to involve the skills
and experience used or developed by the Director while an employee or Director of the Corporation
or any such Subsidiary, then the Director’s rights under the Option shall thereupon be forfeited
and terminated, subject to a determination to the contrary by the Committee.
10. Binding Agreement. This Agreement, including the terms and conditions set forth
in this Terms of Stock Option, shall be binding upon the Director and the Corporation, and their
representatives, successors and assigns.
ANNEX A
EMS TECHNOLOGIES, INC.
2007 STOCK INCENTIVE PLAN
2007 STOCK INCENTIVE PLAN
Notice of Exercise
of Stock Option
of Stock Option
The undersigned hereby notifies EMS Technologies, Inc. (the “Corporation”) of his or her
election to exercise an option to purchase shares of the Corporation’s common stock,
$.10 par value (the “Common Stock”), pursuant to that Stock Option Agreement (the “Agreement”)
between (the “Director”) and the Corporation dated ,
. Accompanying this Notice is (1) a certified or cashier’s check (or other check acceptable to
the Corporation) in the amount of $ payable to the Corporation and/or (2) (subject
to such restrictions as may be determined to be necessary or appropriate to avoid earnings charges
or other adverse consequences to the Corporation under applicable accounting or tax rules or
regulations) shares of the Common Stock presently owned by the undersigned and duly
endorsed or accompanied by stock transfer powers, or in lieu thereof, the form of Attestation of
Share Ownership attached as Annex B to the Agreement, executed with respect to the number of such
shares, having an aggregate Fair Market Value (as defined in the EMS Technologies, Inc. 2007 Stock
Incentive Plan (the “Plan”)) as of the date hereof of $ , such amounts being equal,
in the aggregate, to the purchase price per share set forth in Section 3 of the Agreement
multiplied by the number of shares being hereby purchased (in each instance subject to appropriate
adjustment pursuant to Section 7 of the Agreement).
Also accompanying this Notice is my check in the amount of $ ,in payment of
federal and state income withholding and employment taxes applicable to this exercise. The amount
of such payment is based on advice received from appropriate officials of the Corporation
responsible for the administration of its payroll and employment tax obligations. Alternatively,
or in addition, and subject to such restrictions as may be determined to be necessary or
appropriate to comply with Rule 16b-3 under the Securities Exchange Act of 1934, or to avoid
earnings charges or other adverse consequences to the Corporation under applicable accounting or
tax rules or regulations, in full or partial payment of such taxes:
(1) I deliver herewith an additional shares of the Common Stock (or
the form of Attestation of Share Ownership with respect thereto) presently owned by
me, having an aggregate Fair Market Value as of the date hereof of $ ;
and/or
(2) I hereby authorize the Corporation to withhold, from the shares of Common stock
otherwise issuable to me pursuant to this exercise, such shares having
an aggregate Fair Market Value at the date hereof of $ .
The sum of (i) any such check plus (ii) the Fair Market Value at the date hereof of any shares of
Common Stock specified in the foregoing clauses (1) and (2) is not less than the amount of federal
and state withholding and employment taxes applicable to this exercise, and is not greater than the
total of all federal and state income and employment taxes to be owed by me as a result of such
exercise.
IN WITNESS WHEREOF, the undersigned has set his or her hand and seal, this day
of , .
| DIRECTOR OR HIS OR HER ADMINISTRATOR, EXECUTOR, PERSONAL REPRESENTATIVE OR QUALIFIED TRANSFEREE |
||||
ANNEX B
EMS TECHNOLOGIES, INC.
2007 Stock Incentive Plan
Attestation of Share Ownership
Attestation of Share Ownership
Pursuant to the Notice of Exercise submitted herewith, I have elected to purchase shares of the common stock of EMS Technologies, Inc. (the “Company”), pursuant to
the Stock Option Agreement dated (the “Option”), at an aggregate exercise price of
$ (the “Option Price”). I hereby attest to ownership of the shares specified below (the
” shares”) and hereby tender the shares in payment of (i) $ of the Option Price, and (ii)
$ of withholding and related taxes due upon exercise of the Option, in each case based
on their Fair Market Value on the date hereof (as determined under the Plan) of $ per
share).
I
certify that I either (i) have held the Shares that I am tendering for at least one year
after acquiring such Shares through the exercises of an Incentive Stock Option, or
(ii) did not
obtain such Shares through the exercise of an ISO.
Although the Company has not required me to make actual delivery of certificates evidencing
the Shares, as a result of which I (and the co-owner, if any of the shares) will retain ownership
of such Shares, I represent that I, with the consent and agreement of the co-owner (if any) of the
Shares, have full power to deliver and convey such certificates to the Company, and therefore could
have caused the Company to become sole owner of such Shares. The
co-owner of the Shares, by
signing this form, consents to these representations and the exercise of the Option by this notice.
| Common Stock Certificate(s) No. | Number of | Number of Shares Subject | ||||||||||
| or Brokerage Account | Shares Represented | to this Attestation | ||||||||||
You are hereby instructed to apply towards the Option Price: (check one)
| o | The maximum number of whole shares necessary to pay the Option Price and specified taxes, or, if fewer, the total number of listed Shares, with any remaining amount to be paid by check accompanying the Notice of Exercise. | ||
| o | of the listed Shares with the remaining amount to be paid by check accompanying the Notice of Exercise. |
In each
case, the balance of the Shares for which the Option is being exercised will be issued as
specified in the Notice of Exercise.
Exhibit
10.18b
EMS TECHNOLOGIES, INC.
2007 STOCK INCENTIVE PLAN
Stock Option Agreement
Evidencing Options Granted Automatically
For Continued Service on the Board of Directors
Evidencing Options Granted Automatically
For Continued Service on the Board of Directors
| Director: | Grant Date: |
As a non-employee member of the Board of Directors, you receive options to purchase shares of
EMS Common Stock on each date that you are elected to a further term of service after five initial
years. These options are granted automatically as provided in Section 6.13 of the 2007 Stock
Incentive Plan. As a result of your election as a director at the Annual Meeting of Shareholders
held on the Grant Date, you have been granted the following option:
| Number of Shares: 5,000 | First Date for Exercise: |
|
| Exercise Price: $ | Expiration Date: |
Your option is subject to the other terms specified in the Terms of Director Stock Option, Form
5-18-07, which has been provided to you. You have also been provided a copy of the Prospectus that
outlines information, such as tax consequences, related to your option and its exercise.
Additional copies of these documents, as well as of the Plan, may be obtained by contacting the
Company’s General Counsel or Secretary.
When signed by you and validated by the initials of the Secretary, this document constitutes
the Agreement evidencing your option.
***********************************
I acknowledge and accept this Stock Option Agreement, including the
terms and conditions set forth in Terms of Director Stock Option,
Form 5-18-07, effective the Grant Date.
terms and conditions set forth in Terms of Director Stock Option,
Form 5-18-07, effective the Grant Date.
| Validated | ||
| Secretary | ||
