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EXHIBIT 10.6
XXXXXXXXX TECHNOLOGIES INC.
NON-QUALIFIED
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT made on March 10, 1995 between XXXXXXXXX
TECHNOLOGIES INC., a Delaware corporation, with its principal office at 000
Xxxxx Xxxxxx, Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter called the
"Company") and _______________________________ residing at _____________________
__________________________________ (hereinafter called the "Optionee"), who is
an employee or Director of the Company or one or more of the Company's
subsidiaries.
WITNESSETH THAT:
1. Shares Subject to Option. The Company hereby grants to the Optionee an
option to purchase up to ( ) shares of Common Stock ($.01
par value) of the Company (hereinafter called the "Optioned Shares") at a price
of US$.50 per share (the "Option Price"), which represents the fair market value
of a share of common stock on the date hereof, in accordance with such authority
and subject to the terms and conditions and within the period of time
hereinafter set forth.
2. Terms and Exercise of Option. The Option hereby granted (the "Option")
may be exercised by the Optionee as to forty percent (40%) of the Optioned
Shares caused hereby after March 9, 1996; sixty percent (60%) of the Optioned
Shares caused hereby after March 9, 1997; eighty percent (80%) of the Optioned
Shares caused hereby after March 9, 1998 and one hundred percent (100%) after
March 9, 1999 (subject to the conditions set forth in Clause 3
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below). The Option will expire on March 10, 2000.
The option may be exercised only by written notice to the Company
specifying the number of shares of Common Stock in respect of which the Option
is being exercised and by payment to the Company in cash or in shares of Common
Stock (which shares shall be valued at their then fair market value) of the full
purchase price for the shares.
3. Conditions to Exercise. Exercise of the Option as hereinabove provided
shall be subject to the following express conditions precedent:
The Optionee shall have remained in the continuous employ or Directorship
of the Company or a subsidiary of the Company from the date of grant of the
Option until the date of exercise thereof except that:
(i) in the event of the death of the Optionee then the Option shall
terminate as to any unvested portion hereof immediately upon the
termination of employment or Directorship. The Optionee's executor or
administrator or person or persons to whom the Optionee's rights under the
Option shall pass by will or the laws of descent and distribution shall be
entitled at any time within twelve (12) months after the death of the
Optionee to exercise the Option with respect to any unexercised portion of
the Option that was exercisable at the time of the Optionee's death and
(ii) in the event of the disability of the Optionee, then the Option shall
terminate as to any unvested portion hereof
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immediately upon termination of employment or Directorship. The Optionee or
the Optionee's legal representative may exercise any unexercised portion of
the Option that was exercisable at the time of termination of employment or
Directorship within a period of three (3) months following such and
(iii) Upon termination of the Optionee's employment or Directorship with
the Company for any reason except disability or death, whether termination
by the Optionee or the Company, the Option shall terminate as to any
portion of the Option that was not exercisable at the time of termination
of employment or Directorship, immediately upon termination of such
employment or Directorship. The Optionee may exercise any unexercised
portion of the Option that was exercisable at the time of termination of
employment or Directorship within a period of three (3) months following
such termination and
(iv) in the event of the purchase of more than 50% of the then outstanding
shares of Common Stock of the Company by an entity or related group,
signifying a change in control, or a more than fifty percent (50%) change
in the current members of the Board of Directors, the Optioned Shares will
vest one hundred percent (100%).
4. Option Non-Transferable. This Option may not be assignable or
transferable in whole or in part by the Optionee otherwise than by Will or
the laws of descent and distribution and shall be exercisable during the
Optionee's lifetime only
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by the Optionee or, in the event of the Optionee's disability, by the
Optionee's legal representative.
5. Continuation of Employment. This Agreement shall not be construed as
giving the Optionee any right to be retained in the employment or
Directorship of the Company or any of its subsidiary companies or to affect
or limit in any way the right of the Company or of any of its subsidiary
companies to terminate the employment of the Optionee at any time with or
without cause. This Option hereby granted shall not be exercisable if such
exercise would involve a violation of any applicable law or regulation by
any governmental authority. The Company agrees to make such reasonable
efforts to comply with any applicable state or federal securities law or
regulations as it may in its sole discretion determine are reasonably
necessary and will not subject the Company to unreasonable expenses or
hardships.
6. Subdivision, Combination or Reclassification. In the event of any
reorganization, recapitalization, stock split, stock dividend, combination
of shares, merger, consolidation or other similar change in the corporate
structure or capitalization of the of the Company or in its Common Stock,
the number of Optioned Shares and the Option and the Option Price per share
shall be appropriately adjusted; but no such adjustment in the Option Price
shall be made which would reduce the Option Price per share to less than
the par value thereof.
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7. Anti-Dilution. In the event that the Company shall, at any time or from
time to time after the date hereof, issue any shares of Common Stock or
options, warrants, convertible securities or other rights to acquire common
Stock other than pursuant to (i) the exercise of options, warrants,
convertible securities or other rights to acquire Common Stock outstanding
on the date hereof, (ii) a merger, subdivision, dividend or other
distribution on any class of stock, consolidation or reclassification of
shares of Common Stock under paragraph 6 hereof, or (iii) employee or
Director stock options outstanding on the date hereof or issued hereafter
pursuant to stock option plans of the Company or stock purchase warrants
outstanding on the date hereof, without consideration or for a
consideration per share less than the lesser of (x) the Option Price in
effect immediately prior to such issuance, or (y) the then-fair market
value per share of the Common Stock (as determined in good faith by the
Board of Directors of the Company or their designee), then, and thereafter
successively upon each such issuance, the Option Price in effect
immediately prior to the issuance of such shares shall forthwith be reduced
to a price (calculated to the nearest full cent) determined by dividing (a)
an amount equal to (i) the total number of shares of Common Stock
outstanding immediately prior to such issuance multiplied by the Option
Price in effect immediately prior to such issuance, plus (ii) the
consideration, if any, received by the Company upon such
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issuance by (b) the total number of shares of Common Stock outstanding
immediately after such issuance. Upon any such adjustment of the Stock
Option Price as provided above, this Option shall evidence the right to
purchase the number of shares of Common Stock (rounded to the nearest whole
share) obtained by multiplying the number of shares of Common Stock
purchasable immediately prior to such adjustment upon exercise of this
Option by the Option Price in effect immediately prior to such adjustment
and dividing the product so obtained by the Option Price in effect
immediately after such adjustment.
1. In case of the issuance of shares of Common Stock or other
securities of the Company for cash, the consideration received by
the Company therefor shall be deemed to be the cash proceeds
received by the Company therefor less any commissions or other
expenses paid or incurred by the Company for any underwriting of,
or otherwise in connection with, the issuance thereof.
2. In case of the issuance of shares of Common Stock or other
securities of the Company for a consideration other than cash, or
a consideration a part of which shall be other than cash, the
amount of the consideration received by the Company
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therefor shall be deemed to be the cash proceeds, if any,
received by the Company plus the fair value of the consideration
other than cash, as determined by the Board of Directors of the
Company or their designee, less any commissions or other expenses
paid or incurred by the Company for any underwriting of, or
otherwise in connection with, such issuance, provided however
that the amount of such consideration other than cash shall in no
event exceed the cost thereof as recorded on the books of the
Company.
3. In the case of the issuance by the Company of (a) any security
that is convertible into or exchangeable for shares of Common
Stock or (b) any rights, warrants or options to purchase shares
of Common Stock, the Company shall be deemed to have issued the
maximum number of shares of Common Stock into which such
convertible or exchangeable securities may be converted or
exchanged or the maximum number of shares of Common Stock
deliverable upon the exercise of such rights, warrants or
options, as the case may be, for the consideration (determined as
provided in subparagraphs 1 and 2 above) received by the Company
for such convertible or exchangeable securities or for such
rights or options, as the
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case may be, plus the minimum aggregate price at which shares of
Common Stock are to be delivered upon the exercise of such
rights, warrants or options, as the case may be. On the
expiration of such rights, warrants or options or the termination
of such right to convert or exchange, the Option Price hereunder
shall be readjusted to such Option Price as would have been
obtained had the adjustments made upon the issuance of such
rights, warrant or options, or convertible or exchangeable
securities, been made upon the basis of the delivery of, and
receipt of the consideration or adjustment payment, if any,
actually paid for, only the number of shares of Common Stock
actually delivered upon the exercise of such rights, warrants or
options or upon the conversion or exchange of such securities.
Except as provided in subparagraph 4, no further adjustment of
the Stock Option Exercise Price shall be made as a result of the
actual issuance of shares of Common Stock referred to in this
subparagraph 3.
4. The consideration for any securities issued as a stock dividend
shall be deemed to be zero.
5. Irrespective of any adjustment or change in the Stock Option
Price or the number of shares of Common Stock actually
purchasable under this or any
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other Option of, like tenor, the Options theretofore and
thereafter issued may continue to express the Stock Option Price
per share and the number of shares purchasable thereunder as the
Stock Option Price per share and the number of shares purchasable
that were expressed upon the Stock Option when initially issued.
OPTIONEE: XXXXXXXXX TECHNOLOGIES INC.
By:
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Optionee President
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Witness
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