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Exhibit 10(D)(3)(c) Page 1 of 5
SERVOTRONICS, INC.
STOCK OPTION AGREEMENT
FOR
XXXXXXXX X. XXXXXXXX
DATED JULY 7, 2000
1. Definitions.
As used in this Agreement:
(a) "Company" means Servotronics, Inc.
(b) "Common Stock" means the common stock, $.20 par
value, of the Company.
(c) "Fair Market Value" of a share of Common Stock on
a given date means the average of the highest and lowest quoted sales prices of
a share of Common Stock on the American Stock Exchange on that date or, if no
such shares were traded on the American Stock Exchange on that date, on the next
preceding date on which such shares were so traded. However, if shares of Common
Stock have not been traded on the American Stock exchange for more than ten days
immediately preceding the given date, the Fair Market Value of a share of Common
Stock shall be determined by the Committee in such manner as it may deem
appropriate.
(d) "Option" means the option granted pursuant to
this Agreement to purchase 37,800 shares of Common Stock, which option is
intended to be a non-qualified stock option.
(e) "Committee" means the Board of Directors of the
Company or any committee of the Board that the Board has appointed.
(f) "Date of Grant" means July 7, 2000.
(g) "Optionee" means Xxxxxxxx X. Xxxxxxxx
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Exhibit 10(D)(3)(c) Page 2 of 5
2. Administration.
The Committee shall have all the powers vested in it by the
terms of this Agreement to administer this Agreement. The Committee is
authorized to interpret this Agreement.
3. Grant of Option.
The Company grants to Optionee an option to purchase
37,800 shares of Common Stock pursuant to this Agreement.
4. Terms of Option.
(a) The purchase price of each share of Common Stock
subject to the Option is the Fair Market Value of a share of Common Stock on the
Date of Grant of the Option, which is $3.8125.
(b) The Option may be exercised in whole or in part
from time to time on or after January 7, 2001 provided that the Option shall not
be exercisable later than the day preceding the tenth anniversary of the Date of
Grant.
(c) By executing this Agreement, the Optionee agrees
on behalf of himself, his executor, administrator, heirs, distributees, and
transferees that any shares of Common Stock purchased pursuant to the Option are
being acquired for investment and not with a view to distribution.
(d) To exercise the Option, written notice should be
given to the Secretary of the Company in the form attached to this Agreement.
(e) The purchase price of any shares with respect to
which the Option is exercised is payable in full on the date the Option is
exercised, in cash or in shares of Common Stock or in a combination of cash and
such shares. The value of a share of Common Stock delivered in payment of the
purchase price shall be its Fair Market Value on the date the Option is
exercised.
(f) Except as otherwise provided in this Section
4(f), no Option shall be transferable otherwise than by will or the laws of
descent and distribution, and during an Optionee's lifetime an Option shall be
exercisable only by the Optionee. Notwithstanding the foregoing, an Option shall
be transferable pursuant to a "domestic relations order" as defined in the
Section 414(p) Internal Revenue Code or Title 1 of the Employee Retirement
Income Security Act, or the rules thereunder, and also shall be transferable,
without payment of consideration, to (a) immediate family members of the holder
(i.e., the Optionee's spouse or former spouse, parents, issue including adopted
and "step" issue, or siblings), (b) trusts for the benefit of immediate family
members, (c) partnerships whose only partners are such family members, and (d)
to any transferee permitted by a rule adopted by the Committee in an individual
case. Any transferee will be subject to all of the conditions set forth in the
Option prior to its transfer.
(g) If the Option has not already expired, it shall
expire upon the death of the Optionee, and no shares of Common Stock may
thereafter be purchased pursuant to the Option, except that the Optionee's
estate or the person to whom such Optionee's rights under the Option are
transferred by will or the laws of descent and distribution or any person to
whom the Optionee had transferred the Option before his death may, within one
year after the date of the Optionee's death, purchase any shares of Common Stock
that the Optionee was entitled to purchase under the Option on the date of his
death.
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Exhibit 10(D)(3)(c) Page 3 of 5
Nothing in this subsection shall allow the exercise
of the Option later than the day before the tenth anniversary of the Date of
Grant of the Option.
(h) The Optionee agrees that from and after the Date
of Grant of the Option and during the term of the Option he will not, unless
acting as an officer or employee of the Company or with the prior written
consent of the Company, directly or indirectly, engage or participate in, or
own, manage, operate, join, or control, or be connected as an officer, director,
employee, partner, investor, or otherwise with, any business manufacturing or
selling products or services similar to or competing with products or services
manufactured or sold by the Company or its subsidiaries or otherwise engage
directly or indirectly in competition with the Company or its subsidiaries. The
Optionee acknowledges that the remedy at law for any breach by him of the
foregoing will be inadequate and that the Company shall be entitled to
injunctive relief. Furthermore, the Option shall expire upon any breach by the
Optionee of the foregoing. Nothing contained in this Agreement, however, shall
prevent the Optionee from purchasing for investment 3 percent or less of any
outstanding class of securities of any company whose securities are held by the
general public.
5. Adjustment of Shares Available.
If there is any change in the number of outstanding
shares of Common Stock of the Company through the declaration of stock dividends
or through stock splits, then the number of shares subject to the Option and the
purchase price of the shares subject to the Option shall be automatically
adjusted. If there is any change in the number of outstanding shares of Common
Stock of the Company through any change in the capital account of the Company or
through any other transaction referred to in section 424(a) of the Internal
Revenue Code, then the number of shares subject to the Option and the purchase
price of the shares subject to the Option shall be appropriately adjusted by the
Committee, except to the extent the Committee takes other action pursuant to the
following paragraph.
Notwithstanding the provision of any other Section of
this Agreement, if the Company shall not be the surviving corporation in any
merger or consolidation, or if the Company is to sell all or substantially all
of its assets, or if the ownership of more than 25 percent of the outstanding
shares of Common Stock shall change as the result of a concerted action by one
or more persons or corporations or if an attempt is so made to effect such a
change of ownership, or if the Company is to be dissolved and liquidated (each
such event shall be referred to in this paragraph as a "Corporate Change"), then
the Option shall become
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Exhibit 10(D)(3)(c) Page 4 of 5
exercisable in full as of the Change in Control, and the Committee may, subject
to the agreement of the Optionee (i) further accelerate the time at which the
Option may be exercised so that the Option may be exercised in full on or before
a date fixed by the Committee, (ii) provide for and offer the purchase of the
Option to the extent then outstanding for an amount of cash equal to the excess
of the Fair Market Value of the shares subject to the Option (which in the event
of a change in the ownership of more than 25 percent of the outstanding shares
of Common Stock shall not be less than the amount of cash and the fair market
value of other consideration tendered for such outstanding shares) over the
aggregate purchase price of the shares subject to the Option, (iii) make such
adjustments to the Option as the Committee finds appropriate to reflect such
Corporate Change, providing such adjustments are not to the disadvantage of the
Optionee, or (iv) cause any surviving corporation in such Corporate Change to
assume the Option or substitute a new option (of equal or greater value) for
such Option.
6. No Right to Continued Employment.
Nothing in this Agreement is a conferral upon the
Optionee of additional the rights to continue in the employ of the Company. It
is recognized and agreed that the Company's and the Optionee's obligations with
respect to the Optionee's continued employment with the Company are contained in
a separate agreement dated August 8, 1986, as amended.
7. Rights as Stockholder.
No person shall have the rights of a stockholder with
respect to shares of Common Stock subject to the Option until the date of
issuance, if any, of a stock certificate pursuant to the exercise of the Option.
8. Regulatory Approvals and Listing.
The Company shall not be required to issue any
certificate or certificates for shares of Common Stock upon the exercise of the
Option prior to (a) the obtaining of any approval from any government agency
that the Company shall, in its sole discretion, reasonably determine to be
necessary, (b) the admission of such shares to listing on any stock exchange on
which the Common Stock may then be listed, and (c) the completion of any
registration or other qualification of such shares under any state or Federal
law or rulings or regulations of any governmental body that the Company shall,
in its sole discretion, reasonably determine to be necessary or advisable. The
Company agrees to use its best efforts to accomplish the above expeditiously and
at no cost to the Optionee.
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Exhibit 10(D)(3)(c) Page 5 of 5
9. Satisfaction of Tax Liabilities.
The Company shall not be required to issue any
certificate for shares of Common Stock upon the exercise of the Option unless
any Federal, state, or local tax withholding obligation incurred by the Company
in connection with the exercise of the Option has been provided for by the
Optionee through the Optionee's delivery of a sufficient amount of cash or
shares of Common Stock to the Company or through the Company's retention of
shares of Common Stock otherwise issuable on the exercise of the Option.
The value of a share of Common Stock delivered or
retained to provide for the tax withholding obligation incurred by the Company
shall be its Fair Market Value on the date the Option is exercised.
10. Amendment
The Board of Directors of the Company may amend the
Agreement in any respect, provided, however, no amendment of the Plan shall
adversely affect any right of the holder of an option already granted without
such optionee's written consent.
11. Construction.
This Agreement shall be construed in accordance with
the law of the State of Delaware.
SERVOTRONICS, INC.
By /s/ Xxx X. Xxxxx
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Xxx X. Xxxxx
Secretary and Treasurer
/s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
