EXHIBIT 10kk.
LOJACK CORPORATION MASTER NON-EMPLOYEE DIRECTOR
STOCK OPTION AGREEMENT
This master agreement constitutes an option to purchase shares of common
stock of LoJack Corporation (hereinafter called the "Company"), a Massachusetts
corporation, if and only if it is attached to a validation sheet (the
"Validation") completed and executed by a duly authorized officer of the
Company. When so validated, the optionee named in the Validation (hereinafter
called the "Optionee") shall have an option pursuant to the LoJack Corporation
Restated and Amended Stock Incentive Plan, as amended (the "Plan"), to purchase
common stock pursuant to the Plan in consideration of the mutual promises and
representations herein contained, and other good and valuable consideration. The
Validation and this master agreement together constitute the Agreement.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to such terms in the Plan.
1. Confirming of Option Grant: The Company hereby evidences and
confirms its grant to the Optionee of an option to purchase the number of shares
of the Company's common stock set forth in the Validation at the option price
per share set forth in the Validation, being the Fair Market Value of the common
stock on the date of grant of the option to Optionee. This option is intended to
be a Non-Employee Director Stock Option as defined in the Plan and the
provisions hereof shall be so construed. This option is governed by and subject
to the provisions of the Plan, which provisions shall govern in the event of any
inconsistency with the provisions hereof.
2. Expiration of Option: The option evidenced by this Agreement
shall expire ten (10) years from the date of grant.
3. Time of Exercise: Subject to the provisions hereof, the option
evidenced hereby may be exercised at any time after one year from the date of
grant and on or before the expiration date of the option, except that the option
shall not be exercised with respect to more than one-half (1/2) of the shares
before two years from the date of grant. If, for any reason, the holder of a
Non-Employee Director Option ceases to be a director of the Company, the option
thereafter shall be exercisable only with respect to the number of shares as to
which it could have been exercised on the last day such person was a director of
the Company.
4. Who May Exercise: During the lifetime of the Optionee and except
as provided in Section 6(c) of the Plan, the option evidenced by this Agreement
may be exercised only by him and may be exercised only if, at the time the
Optionee exercises the option, the Optionee is a director of the Company or
former director of the Company whose service as a director was not terminated
for cause.
5. Acceptance of Option: The Optionee shall indicate his acceptance
of this option by signing a counterpart of the Validation and delivering it to
the Company. If the option is accepted, such interim period of time shall be
considered a part of the period of expiration as provided in Section 2 hereof
and a part of any waiting period specified herein.
6. Manner of Exercise: The option evidenced by this Agreement may
be exercised subject to requirements herein set forth by:
(a) giving written notice of intent to exercise the option
with respect to a specified number of whole shares as provided in
Section 6(b) of the Plan;
(b) exercising as to not less than one hundred (100) shares
at any one time unless the number of shares to be purchased upon such
exercise is the total number of shares as to which the option may be
exercised at the time;
(c) making full payment to the Company in cash (by a
certified check, bank draft or money order) or, with the consent of the
Committee, as otherwise provided in Section 6(d) or (e) of the Plan, of
the amount of the option price for the number of shares with respect to
which the option is then exercised;
(d) satisfying tax withholding requirements, if any, by
payment to the Company, withholding or otherwise as provided in Section
10 of the Plan;
(e) executing an undertaking to furnish or execute such
documents as the Company, in its discretion, shall deem necessary (i) to
evidence such exercise, in whole or in part, of the option evidenced by
this Agreement, (ii) to determine whether registration is then required
under the Securities Act of 1933, as then in effect, or (iii) to comply
with or satisfy the requirements of the Securities Act of 1933 or any
other law as then in effect, if any;
(f) executing an undertaking to give the Company prompt
written notice in such form as the Company, in its discretion, shall
deem advisable, of the disposition of any shares of stock acquired by
the exercise of the option; and
(g) representing in writing that the Optionee is of full age
and that stock purchased by him under the option is to be and is being
purchased for investment and not with a view to the distribution
thereof.
7. Notice: Each notice, payment and representation as provided by
Section 6 hereof shall be delivered or mailed, by certified or registered mail,
addressed to: LoJack Corporation, Westwood Executive Center, 000 Xxxxxx Xxxxx
Xxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxxxxxxx 00000, and any notice hereunder to the
Optionee shall be addressed to him at his address as set forth in the Company's
files.
8. Transferability: The option represented by this Agreement shall
not be transferable or assignable, other than by will or by the laws of descent
and distribution, except that the option may be transferred to the spouse or
child of the Optionee, or to a trust, family partnership or other like
arrangement substantially all of the beneficial interest in which are held by
the Optionee, his spouse and his descendants, as provided in Section 9 of the
Plan. It shall be the responsibility of the Optionee, in the case of any such
transfer, to provide to the Company an opinion of counsel satisfactory to the
Company that such transfer is in compliance with all applicable state securities
laws and may be accomplished without registration under the Securities Act of
1933, as amended.
9. Changes in Common Stock: The number of shares of common stock
covered by this option, and the Price per share thereof, shall be adjusted by
the Board of Directors of the Company to reflect, as may be deemed appropriate
by said Board, any stock dividend, stock split, share combination, exchange of
shares, recapitalization, merger, consolidation, reorganization or other change
in capital structure, of or by the Company, as provided in Section 4(b) of the
Plan. All adjustments so made shall be final and binding upon the Optionee.
10. Rights as Shareholders: No Optionee shall have any rights as a
shareholder with respect to any shares subject to his option prior to the
issuance or transfer of the shares on the stock books of the Company. Except as
provided in Section 9 hereof, or Sections 4(b) or 6(f) of the Plan, no
adjustment shall be made for dividends or other rights for which the record date
is prior to the issuance or transfer of such certificate or certificates.
11. Law Governing: The Agreement is made in the Commonwealth of
Massachusetts and shall be construed and enforced in accordance with and
governed by the laws of said Commonwealth, without regard to the principles of
conflicts of law.
