EXHIBIT 4.4
NOTIFICATION OF REVERSE STOCK SPLIT
Please note that on January 28, 1998, subsequent to the grant date for this
stock option, Hawker Pacific Aerospace effected a one for .9907406 reverse
stock split of its outstanding common stock causing a downward adjustment in
the number of shares of common stock subject to this stock option.
HAWKER PACIFIC AEROSPACE
MANAGEMENT STOCK OPTION AGREEMENT
THIS MANAGEMENT STOCK OPTION AGREEMENT (the "Agreement") is made as of
the _____ day of ______________, 19___ by and between Hawker Pacific
Aerospace, a California corporation (the "Company"), and ____________________
("Optionee").
R E C I T A L
In consideration of Optionee's service to the Company, the Board of
Directors of the Company (the "Board") has authorized the granting to
Optionee of this management stock option to purchase the number of shares of
Common Stock of the Company specified in Paragraph 1 hereof at the price
specified therein, such option to be for the term and upon the terms and
conditions hereinafter stated.
A G R E E M E N T
NOW, THEREFORE, in consideration of the promises and of the undertakings
of the parties hereto contained herein, it is hereby agreed:
1. NUMBER OF SHARES; OPTION PRICE. Pursuant to said action of the
Board, the Company hereby grants to Optionee the option ("Option") to
purchase, upon and subject to the terms and conditions of this Agreement,
__________ shares of Common Stock of the Company ("Shares") at the price of
$________ per share. The number of Shares and the exercise price of the
Option stated herein gives effect to a 579.48618-for-1 stock split of the
Company's Common Stock effected in November 1997.
2. TERM. This Option shall expire on the day before the fifth
anniversary of the date hereof (the "Expiration Date").
3. SHARES SUBJECT TO EXERCISE. All Shares shall vest immediately and
be subject to exercise as of the effective date of this Agreement and shall
thereafter remain subject to exercise for the term specified in Paragraph 2
hereof, notwithstanding any termination of the Optionee's employment by the
Company or its Affiliate. The term "Affiliate" as used herein means a parent
or subsidiary corporation as defined in the applicable sections (currently
Sections 424(e) and (f), respectively) of the Internal Revenue Code of 1986,
as amended (the "Code").
4. METHOD AND TIME OF EXERCISE. The Option may be exercised by written
notice delivered to the Company at its principal executive office stating the
number of shares with respect to which the Option is being exercised. Except
as provided below, payment in full, in cash, shall be made for all stock
purchased at the time written notice of exercise of this Option is given to
the Company, and proceeds of any payment shall constitute general funds of the
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Company. Such payment may be made by check or money order made payable to the
Company in the amount of the exercise price and any withholding tax as
provided under Paragraph 5 hereof. The Board, in its sole discretion, after
considering any tax, accounting and financial consequences, may authorize any
one or more of the following additional methods of payment:
(a) Acceptance of Optionee's full recourse promissory note for all
or part of the exercise price in a form approved by the Board, payable on
such terms and bearing such interest rate as determined by the Board (but in
no event less than the minimum interest rate specified under the Code at
which no additional interest would be imputed), which promissory note may be
either secured or unsecured in such manner as the Board shall approve
(including, without limitation, by a security interest in the shares of the
Company); or
(b) Subject to the discretion of the Board, through the surrender
of shares of Common Stock then issuable upon exercise of this Option,
provided the fair market value (as determined by the Board in accordance with
Paragraph 6 hereof) of such shares of Common Stock is equal on the date of
exercise to the exercise price, or such portion thereof as Optionee is
authorized to pay by surrender of such stock; or
(c) If expressly authorized in writing by the Board, in its sole
discretion, at the time of exercise of this Option, the tender to the Company
of shares of the Company's Common Stock already owned by Optionee, having a
fair market value on the date of exercise, as determined by the Board in
accordance with Paragraph 6 hereof, equal to the exercise price, or such
portion thereof as Optionee is authorized to pay by surrender of such stock,
plus the amount of applicable federal, state and local withholding taxes; or
(d) If any other method such as cashless exercise (as permitted
under applicable rules and regulations of the Securities and Exchange
Commission and the Federal Reserve Board) is expressly authorized in writing
by the Board, in its sole discretion, at the time of exercise of this Option,
the tender of such consideration having a fair market value, as determined by
the Board, not less than the exercise price, plus the amount of applicable
federal, state and local withholding taxes.
Not less than 100 shares may be purchased at any one time unless the number
purchased is the total number purchasable under such Option at the time. Only
whole shares may be purchased.
5. WITHHOLDING AND EMPLOYMENT TAXES. At the time of exercise of this
Option and as a condition thereto, or at such other time as the amount of
such obligation becomes determinable, Optionee shall remit to the Company in
cash all applicable federal and state withholding and employment taxes that
the Company is required to withhold with respect to the exercise of this
Option. At the request of Optionee, such obligation to remit may be
satisfied, if authorized by the Board, in its sole discretion, after
considering any tax, accounting and financial consequences, by Optionee's (i)
delivery of a promissory note in the required amount on such terms as the
Board deems appropriate, (ii) tendering to the Company previously owned
shares of Common Stock or other securities of the Company with a fair market
value equal to
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the required amount, or (iii) agreeing to have shares of Common Stock (with a
fair market value equal to the required amount) which are acquired upon
exercise of the Option withheld by the Company. Fair market value of Common
Stock or other securities of the Company surrendered pursuant to this
Paragraph 5 shall be determined by the Board in accordance with Paragraph 6
hereof.
6. DETERMINATION OF VALUE. For purposes of this Option, the fair
market value of Common Stock or other securities of the Company shall be
determined as follows:
(a) If the stock of the Company is regularly quoted by a recognized
securities dealer, and selling prices are reported, its fair market value
shall be the closing price of such stock on the date the value is to be
determined, but if selling prices are not reported, its fair market value
shall be the mean between the high bid and low asked prices for such stock on
the date the value is to be determined (or if there are no quoted prices for
the date of grant, then for the last preceding business day on which there
were quoted prices).
(b) In the absence of an established market for the stock, the fair
market value thereof shall be determined in good faith by the Board, with
reference to the Company's net worth, prospective earning power,
dividend-paying capacity, and other relevant factors, including the goodwill
of the Company, the economic outlook in the Company's industry, the Company's
position in its industry, the Company's management, and the values of stock
of other corporations in the same or a similar line of business.
7. EXERCISE ON TERMINATION OF EMPLOYMENT. If Optionee ceases to be
employed by the Company or any of its Affiliates (such event being called a
"Termination"), or dies or becomes permanently and totally disabled (within
the meaning of Section 22(e)(3) of the Code) while employed by the Company or
an Affiliate, this Option may be exercised, in whole or in part, by Optionee,
by Optionee's personal representative or by the person to whom this Option is
transferred by devise or the laws of descent and distribution, at any time
after such Termination, death or permanent and total disability of Optionee
before the Expiration Date.
8. NONTRANSFERABILITY. Except with the express written approval of the
Board, this Option may not be assigned or transferred except by will or by
the laws of descent and distribution, and may be exercised only by Optionee
during his lifetime and, after his death, only by his personal representative
or by the person entitled thereto under his will or the laws of intestate
succession.
9. OPTIONEE NOT A SHAREHOLDER. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by this
Option until the date of issuance of a stock certificate or stock
certificates to him upon exercise of this Option. No adjustment will be made
for dividends or other rights for which the record date is prior to the date
such stock certificate or certificates are issued.
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10. NO RIGHT TO EMPLOYMENT. Nothing in the Option granted hereby shall
interfere with or limit in any way the right of the Company or of any of its
Affiliates to terminate Optionee's employment or consulting at any time, nor
confer upon Optionee any right to continue in the employ of, or consult with,
the Company or any of its Affiliates.
11. MODIFICATION AND TERMINATION. The rights of Optionee hereunder are
subject to modification and termination in the following events:
11.1 CHANGES IN CAPITAL STRUCTURE. Subject to Section 11.2, if the
stock of the Company is changed by reason of a stock split, reverse stock
split, stock dividend, or recapitalization, combination or reclassification,
appropriate adjustments shall be made by the Board in (a) the number and
class of shares of stock subject to this Option and (b) the exercise price of
this Option; PROVIDED, HOWEVER, that the Company shall not be required to
issue fractional shares as a result of any such adjustments. Each such
adjustment shall be subject to approval by the Board in its sole discretion.
11.2 CORPORATE TRANSACTIONS. In the event of the proposed dissolution
or liquidation of the Company, the Board shall notify Optionee at least 30
days prior to such proposed action. To the extent not previously exercised,
this Option will terminate immediately prior to the consummation of such
proposed action. In the event of a merger or consolidation of the Company
with or into another corporation or entity in which the Company does not
survive, or in the event of a sale of all or substantially all of the assets
of the Company in which the shareholders of the Company receive securities of
the acquiring entity or an affiliate thereof, this Option shall be assumed or
an equivalent option shall be substituted by the successor corporation (or
other entity) or a parent or subsidiary of such successor corporation (or
other entity).
12. RESTRICTIONS ON SALE OF SHARES. Optionee represents and agrees
that upon his exercise of this Option, in whole or in part, unless there is
in effect at that time under the Securities Act of 1933, as amended (the
"Securities Act"), a registration statement relating to the Shares issued to
him, he will acquire the Shares issuable upon exercise of this Option for the
purpose of investment and not with a view to their resale or further
distribution, and that upon such exercise thereof he will furnish to the
Company a written statement to such effect, satisfactory to the Company in
form and substance. Optionee agrees that any certificates issued upon
exercise of this Option may bear a legend indicating that their
transferability is restricted in accordance with applicable state and federal
securities law. Any person or persons entitled to exercise this Option under
the provisions of Paragraphs 7 and 8 hereof shall, upon each exercise of this
Option under circumstances in which Optionee would be required to furnish
such a written statement, also furnish to the Company a written statement to
the same effect, satisfactory to the Company in form and substance.
13. MANNER OF EXERCISE
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(a) Before exercising this Option, Optionee shall give written
notice to the Company at its principal executive office, to the attention of
the officer of the Company designated by the Board, accompanied by payment of
the exercise price and withholding taxes as provided in Paragraphs 4 and 5
hereof. The date the Company receives written notice of an exercise hereunder
accompanied by payment of the exercise price will be considered as the date
such Option was exercised.
(b) Promptly after receipt of written notice of exercise of an
Option and the payments called for by Paragraph 13(a), the Company shall,
without stock issue or transfer taxes to Optionee or such other as may be
person entitled to exercise this Option, deliver to Optionee or such other
person a certificate or certificates for the requisite number of shares of
stock. Optionee or a permitted transferee of this Option shall not have any
privileges as a shareholder with respect to any shares of stock covered by
the Option until the date of issuance (as evidenced by the appropriate entry
on the books of the Company or a duly authorized transfer agent) of such
shares.
14. CONDITIONS UPON ISSUANCE OF SHARES. Shares of Common Stock shall
not be issued pursuant to the exercise of this Option unless the exercise of
such Option and the issuance and delivery of such shares pursuant hereto
complies with all relevant provisions of law, including, without limitation,
the Securities Act.
15. DELIVERY OF FINANCIAL STATEMENTS. To the extent required by
applicable laws, rules and regulations, the Company shall deliver to Optionee
financial statements of the Company at least annually while Optionee holds
the Option.
16. NOTICES. All notices to the Company shall be addressed to the
Chief Financial Officer at the principal executive offices of the Company at
00000 Xxxxxxx Xxx, Xxx Xxxxxx, Xxxxxxxxxx 00000, and all notices to Optionee
shall be addressed to Optionee at the address of Optionee on file with the
Company or its Affiliate, or to such other address as either may designate to
the other in writing. A notice shall be deemed to be duly given if and when
enclosed in a properly addressed sealed envelope deposited, postage prepaid,
with the United States Postal Service. In lieu of giving notice by mail as
aforesaid, written notices under this Agreement may be given by personal
delivery to Optionee or to the Chief Financial Officer (as the case may be).
17. SALE OR OTHER DISPOSITION. If Optionee at any time contemplates
the disposition (whether by sale, gift, exchange, or other form or transfer)
of any Shares acquired by exercise of this Option, he or she shall first
notify the Company in writing of such proposed disposition and cooperate with
the Company in complying with all applicable requirements of law, which, in
the judgment of the Company, must be satisfied prior to such disposition.
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18. MARKET STANDOFF. The Optionee, if so requested by the Company or
any representative of the underwriters in connection with any registration of
the offering of any securities of the Company under the Securities Act, shall
not sell or otherwise transfer any shares of Common Stock acquired upon
exercise of this Option during the 180-day period following the effective
date of a registration statement of the Company filed under the Securities
Act; PROVIDED, HOWEVER, that such restriction shall apply only to
registration statements of the Company to become effective under the
Securities Act after the date of this Agreement which includes securities to
be sold on behalf of the Company to the public in an underwritten public
offering under the Securities Act. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restriction
until the end of such 180-day period.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
HAWKER PACIFIC AEROSPACE
By______________________________________
Name:
Title:
OPTIONEE
By______________________________________
Name:
Address:
______________________________________
______________________________________
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