EXHIBIT 4.11
NONQUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE TELULAR CORPORATION
AMENDED AND RESTATED STOCK INCENTIVE PLAN
PLAN 6
THIS AGREEMENT, dated October 27, 1998, by and between Telular
Corporation, a Delaware corporation (the "Company"), having its principal
place of business at Vernon Hills, Illinois, and Xxxxx Xxxx, (the
"Grantee").
WHEREAS, Grantee is an independent Director of the Company; and
WHEREAS, the Company has agreed to grant to the Director, in
consideration for his service, certain options to purchase shares of common
stock, par value $.01 per share, of the Company ("the Company Shares");
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants set forth herein, the parties hereto, intending to be legally
bound, hereby agree as follows.
1. Grant of Options. The Company hereby conditionally grants to the
Director options to purchase up to 10,000 Company Shares (the
"Options"), (10,000 Company shares reflects the number of shares after
the Reverse Stock Split effective January 26, 1999, the original number
of Company shares granted efore the Reverse Stock Split was 40,000),
subject to the terms and conditions of this Option Agreement and
pursuant to, and in accordance with the terms of, the Company's Third
Amended and Restated Stock Incentive Plan ("the Plan"). The Director
understands that the Options are conditionally granted pending the
approval of the Plan by the Shareholders of the Company at the
Company's January 26, 1999 Annual shareholders Meeting.
2. Grant Date. The date of grant of the Option is October 27, 1998
(the Grant Date")
3. Option Vesting. Options shall vest as follows:
(a) 100% of the Options shall vest on the 1st anniversary of the
Grant Date;
(b) In the event of any change in control, merger or
consolidation between the Company and any other entity (other than one in
which the stockholders of the Company prior to such transaction receive,
in exchange for their Company shares, stock of the surviving corporation
and such stock constitutes more than 50% of the outstanding stock of the
surviving corporation following such transaction), or any sale by the
Company of all or substantially all of its assets, all Options then held
by the Director that have not theretofore vested shall vest five days
prior to the earlier of (i) the record date, if any, for such transaction
and (ii) the closing date of such transaction, both subject to Section
4(a).
4. Option Term. (a) Options may be exercised in whole or in part, at
any time or from time to time from the date upon which they vest until the
termination of such Options; provided, however, that no Option may be
exercised earlier than six months after the grant date. All Options not
theretofore exercised or terminated shall terminate, and be of no further
force or effect, on the tenth anniversary following the effective date of
the Grant Date.
(b) In the event that the directorship terminates for any reason
other than cause, all Options that, as of the effective date of such
termination, have not vested shall terminate and be of no further force or
effect. All vested Options shall terminate if not exercised within 180 days
after the date of termination.
(c) In the event that the directorship terminates for fraud,
misappropriation of Company property, falsification of reports to the
Company or other instances of serious willful misconduct related to the
Grantee ("Cause"), the Option shall be cancelled immediately.
5. Option Exercise Price. The purchase price for the Shares subject
to the Option shall be $3.75 ($.9380 pre-split) (the "Option Exercise
Price").
6. Issuance of Company Shares. The Director shall exercise the
Options by giving written notice thereof to the Company and paying the
applicable option exercise price to the Company by certified check or
electronic wire transfer of immediately available funds. Upon receipt of
such payment, the Company shall issue to the Director certificates
evidencing the Company Shares purchased therewith.
7. Recapitalizations, etc. If, prior to the Director's receipt of
the Shares, the Company effects a subdivision or consolidation of interest,
stock split, dividend or distribution of Company Shares or other securities
of the Company, or other recapitalization, capital readjustment or
reorganization, the Company Shares subject to these Options under this
Agreement and the applicable option exercise price for such Options shall be
adjusted as follows:
(a) after each such event the number of Company Shares that the
Director is entitled to receive with respect to any Option will be equal to
the number of Company Shares that the Director would hold by reason of (i)
the exercise of such Option immediately prior to the record date for such
event and (ii) the effect of such event upon the Company Shares received
upon such exercise, subject to further adjustment pursuant to Section 7 for
subsequent events if applicable; and
(b) the applicable option exercise price shall be adjusted
ratably in proportion to any adjustment in the number of Company Shares to
be issued with respect to any Option.
8. Mergers, etc. If one or more corporations or partnerships merge
into the Company, or if the Company merges or consolidates with one or more
corporations or partnerships, the Company shall cause the surviving entity
to assume the Company's obligations under this Agreement, and Company Shares
subject to these Options under this Agreement and the applicable option
exercise price for such Options shall be adjusted as follows:
(a) after each such event the number and nature of securities of
the surviving entity that the Director is entitled to receive with respect
to any Option will be equal to the number and nature of such securities that
the Director would hold by reason of (i) the exercise of such Option
immediately prior to the record date for such event and (ii) the effect of
such event upon the securities to be received upon such exercise, subject to
further adjustment pursuant to Section 6 for subsequent events if
applicable; and
(b) the applicable option exercise price shall be adjusted
ratably in proportion to any adjustment in the number or nature of any
securities to be issued with respect to any Option.
9. Status as Shareholder. The Director shall not for any purpose be
deemed to be a holder of any Company Shares pursuant to the exercise of any
Options until exercise of such Options in accordance with the terms hereof
and payment of the applicable option exercise price in full.
10. Choice of Law. This Agreement shall be governed by the laws of
the State of Illinois, without regard to the conflict of law provisions
thereof. Any action to enforce or interpret this Agreement shall be triable
only in courts whose situs is in Xxxx County, Illinois.
11. Representations and Warranties. The Company represents and
warrants to the Director that the Options have been duly and validly
authorized and issued by the Company and that the Company Shares, when
issued in accordance herewith upon payment of the option exercise price
specified herein, will be duly and validly issued, fully paid and
nonassessable.
12. Miscellaneous. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, successors and
assigns; provided, however, that the Director may not assign his rights or
obligations under this Agreement, including without limitation all or any
portion of the Options, to any other person without the prior written
consent of the Company. Any notices to be given hereunder shall be
effective only if in writing and shall be deemed given when delivered in
person or when sent by reputable overnight delivery service to the following
addresses:
If to the Company:
Telular Corporation
000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Attn: Chief Financial Officer
Facsimile #: 000-000-0000
If to the Director:
Xxxxx X. Xxxx
_______________________
_______________________
or to such other address as such party may indicate by notice to the other.
This Agreement may be executed in any number of counterparts, all of which
shall constitute a single instrument.
IN WITNESS WHEREOF, the undersigned have set their hands as of the
day and year first above written.
TELULAR CORPORATION
By:________________________________
Xxxxxxx X. Xxxxxxx
President & Chief Executive Officer
