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Option Grant Date: January 10, 1994
Number of Shares: 1,431 shares
Exercise Price: $.50 per share
Vesting Schedule: * in ____ equal annual installments commencing on the first
anniversary of the Option Grant Date
Term: * Insert term into paragraph 3 below
DDL ELECTRONICS, INC.
STOCK OPTION AGREEMENT
1993 STOCK INCENTIVE PLAN
This Stock Option Agreement (this "Agreement") is made effective as of the
Option Grant Date set forth above by and between DDL Electronics, Inc., a
Delaware corporation (the "Company"), and the optionee named below
("Optionee").
The parties agree as follows:
1. Governing Plan. Optionee has received a copy of the DDL Electronics,
Inc. 1993 Stock Incentive Plan (the "1993 Plan"). This Agreement is subject in
all respects to the applicable provisions of the 1993 Plan which are
incorporated herein by reference, and in the case of any conflict between the
provisions of the 1993 Plan and this Agreement, the provisions of the 1993 Plan
shall be controlling.
2. Grant of Option. The Company hereby grants to Optionee a nonstatutory
stock option (the "Option") to purchase the number of shares of the Company's
Common Stock set forth above. The Exercise Price for such Option shall be paid
in cash, unless otherwise determined by the Board of Directors or Committee
administering the 1993 Plan.
3. Term and Termination. The Option shall expire on the earliest of (i)
ninety (90) days from the date on which Optionee ceases to be an employee or
consultant of the Company or its subsidiaries for any reason; or (ii) the ____
anniversary of the Option Grant Date. If Optionee ceases for any reason to be
an employee or consultant of the Company or its subsidiaries, that portion of
the Option which has not yet become exercisable shall be terminated, unless the
Board of Directors or Committee administering the 1993 Plan in its discretion
accelerates the vesting of the Option (in which case it may impose whatever
conditions it considers appropriate on the accelerated portion).*
4. Non-Assignability. Options granted under the 1993 Plan may not be
sold, pledged, hypothecated, assigned, encumbered, gifted or otherwise
transferred or alienated in any manner, either voluntarily or involuntarily or
by the operation of law, other than by will or laws of descent and
distribution, and may be exercised during the lifetime of the Optionee only by
such Optionee.
5. Governing Law. This Agreement shall be governed by, interpreted under
and construed and enforced in accordance with the internal laws, and not the
laws pertaining to conflicts or choice of laws, of the State of California
applicable to agreements made and to be performed wholly within the State of
California.
* See Attached Amendment
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IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement
effective as of the date first written above.
DDL ELECTRONICS, INC. OPTIONEE
By: /s/ Xxxx Xxxxx /s/ Xxxxxxx X. Xxxx
------------------------ -----------------------------
Signature Signature
Xxxx X. Steel Xxxxxxx X. Xxxx
--------------------------- -----------------------------
Printed Name Printed Name
Vice President 1270 N.W. 167th Place, Beaverton, OR 97006
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Title Street Address, City, State, Zip Code
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DDL ELECTRONICS, INC.
STOCK OPTION AGREEMENT
1993 STOCK INCENTIVE PLAN
Amendment to Stock Option Agreement for antidilution options granted
pursuant to the 1991 Nonstatutory Stock Option Agreement:
1. Number of Shares. This Stock Option Agreement covers the indicated
number of shares plus options granted in the future pursuant to the
antidilution provisions of the 1991 Nonstatutory Stock Option Agreement between
the Company and Optionee.
2. Term and Termination. Notwithstanding the provisions of this
paragraph, antidilution options will have the name vesting, exercise and
termination terms as stated in the related 1991 Nonstatutory Stock Option
Agreement.
IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement
effective as of the date first written above.
DDL ELECTRONICS, INC. OPTIONEE
By: /s/ Xxxx Xxxxx /s/ Xxxxxxx X. Xxxx
------------------------ -----------------------------
Signature Signature
Xxxx X. Steel Xxxxxxx X. Xxxx
--------------------------- -----------------------------
Printed Name Printed Name
Vice President 1270 N.W. 167th Place, Beaverton, OR 97006
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Title Street Address, City, State, Zip Code
