ENGINEERING ANIMATION, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option ("Option") amends and replaces one certain
stock option dated April 25, 1992 between Xxxxx Xxxxxxxx and Engineering
Animation, Inc. The purpose of this Option is to give effect to a stock
dividend declared by the Board of Directors on June 9, 1994 and to make other
minor clarifications of the original Option. This amended Option grants the
right to purchase a total of 23,616 shares of common stock of Engineering
Animation, Inc., an Iowa Corporation, (the "Company") to Xxxxx Xxxxxxxx, (the
"Participant") at a price of $.0025 per share and replaces the April 25,
1992, stock option.
EXERCISE OF OPTION. This Option shall be exercisable at any time on or prior
to December 31, 2002.
METHOD OF EXERCISE. This Option shall be exercisable by a written notice to
the Company at its principal office in Ames, Iowa which shall state the
election to exercise the Option, the number of shares in respect of which it
is being exercised, the person in whose name the stock certificate or
certificates for such shares of stock is to be registered, the person's
address and social security number, such representations and agreements as
required by Company's counsel, and payment of the purchase price of any
shares with respect to which the Option is being exercised.
RESTRICTIONS TO COMPLY WITH SECURITIES LAWS. This Option may not be
exercised if the issuance of the shares upon such exercise would constitute a
violation of any applicable Federal or State securities or other law or valid
regulation. As a condition to the exercise of this Option, the Company may
require the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law or
regulation or other restriction or agreement binding upon or otherwise affecting
the shares to the Company.
NON-TRANSFERABILITY OF OPTION. This Option may not be transferred by the
Participant in any manner otherwise than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined
by the Internal Revenue Code or the Employee Retirement Income Security Act
and may be exercised during the lifetime of the Participant only by him or
her or by his or her guardian or legal representative. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Participant.
ADJUSTMENTS. This Option shall be adjusted as follows:
(a) The number of shares of Common Stock subject to this Option and
the exercise price for this Option may be appropriately adjusted,
as the Company may determine, for any increase or decrease in the
number of shares of issued Common Stock of the Company resulting
from a subdivision or consolidation of shares whether through
reorganization, payment of a share dividend or other increase or
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decrease in the number of such shares outstanding effected without
receipt of consideration by the Company, distribution of assets to
shareholders, or the assumption and conversion of outstanding
Options in an acquisition of the Company.
(b) Subject to any required action by the stockholders, if the Company
shall be a party to a transaction involving a sale of
substantially all its assets, a merger or a consolidation, this
Option shall pertain to and apply to the securities to which a
holder of the number of shares of Common Stock subject to the
Option would have been entitled if the Participant actually owned
the stock subject to the Option immediately prior to the time any
such transaction became effective; provided, however, that this
Option may be canceled by the Company as of the effective date of
any such transaction by giving notice to the Participant of its
intention to do so and by permitting the exercise, during the
30-day period preceding the effective date of such transaction, of
this Option.
AMENDMENT AND WAIVER. This Agreement shall not be altered, amended, or
supplemented except by written instruments signed by the parties hereto.
GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Iowa.
NOTICES. All communications provided for herein shall be hand delivered or
sent by registered mail, return receipt requested, to the Company at its Ames
office address or to Xxxxx Xxxxxxxx at 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx
00000.
HEADINGS. The headings used herein are solely for the convenience of the
parties and shall not serve to modify or interpret the text of the sections
which they precede.
Dated this ______ day of November, 1995.
COMPANY PARTICIPANT
ENGINEERING ANIMATION, INC. XXXXX XXXXXXXX
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxxx 12/11/95
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Xxxxxxx Xxxxx, CEO & President Xxxxx Xxxxxxxx
