EXHIBIT C
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 5th day of February, 1995, by and between
Applied Laser Systems (the "Company"), and Xxxxxxx X. Xxxxx ("Optionee").
W I T N E S S E T H
WHEREAS, pursuant to the Applied Laser Systems 1994 Stock Option Plan (the
"Stock Option Plan"), the Plan Committee of the Board of Directors of the
Company (the "Plan Committee") has authorized the granting to Optionee of a
nonqualified stock option to purchase the number of shares of Class A Common
Stock ("Common Stock") of the Company specified in Paragraph 1 hereof, at the
price specified therein, such option to be for the term and upon the terms and
conditions hereinafter stated;
NOW, THEREFORE, in consideration of the promises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:
1. Number of Shares; Option Price. Pursuant to said action of the Plan
Committee, the Company hereby grants to Optionee the option ("Option") to
purchase, upon and subject to the terms and conditions of said Stock Option
Plan, all or any part of 65,219 shares of Common Stock of the Company for cash
at the price of $1.00 per share.
2. Term. This Option shall expire on February 4, 2005 unless such Option
shall have been terminated prior to that date in accordance with the provisions
of the Stock Option Plan or this Agreement (the "Termination Date"). The terms
"Parent" and "Subsidiary" herein mean a parent corporation or a subsidiary
corporation, as such terms are defined in the Stock Option Plan.
3. Vesting. This Option shall vest and be exercisable as to 21,740 shares
on and after the date hereof; 43,480 shares on and after February 5, 1996; and
65,219 shares on and after February 5, 1997. The Option shall thereafter remain
wholly exercisable until and including the Termination Date, provided that
Optionee is then and has continuously been in the employ of the Company, a
Parent or a Subsidiary; subject, however, to the provisions of Paragraph 5
hereof.
4. Exercise. The Option may be exercised by written notice delivered to the
Company stating the number of shares with respect to which the Option is being
exercised, together with a check made payable to the Company in the amount of
the purchase price of such shares plus the amount of applicable federal, state
and local withholding taxes and the written statement provided for in Paragraph
9 hereof, if required by said Paragraph 9. Not less than 100 shares may be
purchased at any one time unless the number purchased is the total number
purchasable under such Option at the time. Only whole shares may be purchased.
5. Exercise on Termination of Employment or Directorship. If Optionee shall
cease to be employed by, or ceases to be a director or consultant or otherwise
to render services to, the Company, a Parent or a Subsidiary, Optionee's right
to exercise his options, if any, shall be governed by Section 7 of the Stock
Option Plan. References in such Section 7 to "employment" shall mean the
cessation of services to the Company, a Parent or a Subsidiary in the case of
any person who is not an employee.
6. Nontransferability. The Option may not be assigned or transferred except
by will or by the laws of descent and distribution, and may be exercised only by
Optionee during his lifetime and after his death, by his personal representative
or by the person entitled thereto under his will or the laws of intestate
succession.
7. Optionee Not a Shareholder. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by such
Option until the date of issuance of a stock certificate or stock certificates
to him upon exercise of the Option. No adjustment will be made for dividends or
other rights for which the record date is prior to the date such stock
certificate or certificates are issued, except as provided in Section 10 of the
Stock Option Plan.
8. Modification and Termination. The rights of Optionee are subject to
modification and termination in certain events as provided in Sections 7 and 10
of the Stock Option Plan.
9. Restrictions on Sale of Shares. Optionee represents and agrees that upon
his exercise of the Option, in whole or in part, unless there is in effect at
that time under the Securities Act of 1933 a registration statement relating to
the shares issued to him, he will acquire the shares issuable upon exercise of
this Option for the purpose of investment and not with a view to their resale or
further distribution, and that upon such exercise thereof he will furnish to the
Company a written statement to such effect, satisfactory to the Company in form
and substance. Optionee agrees that any certificate issued upon exercise of this
Option may bear a legend indicating that their transferability is restricted in
accordance with applicable state and federal securities law. Any person or
persons entitled to exercise this Option under the provisions of Paragraphs 5
and 6 hereof shall, upon each exercise of the Option under circumstances in
which Optionee would be required to furnish such a written statement, also
furnish to the Company a written statement to the same effect, satisfactory to
the Company in form and substance.
10. Plan Governs. This Agreement and the Option evidenced hereby are made
and granted pursuant to the Stock Option Plan and are in all respects limited by
and subject to the express terms and provisions of that Plan, as it may be
amended from time to time and construed by the Plan Committee of the Board of
Directors of the Company. Optionee hereby acknowledges receipt of a copy of the
Stock Option Plan.
11. Notices. All notices to the Company shall be addressed to the President
of the Company at the principal office of the Company at 0000 Xxxxxxxx Xxxxx,
Xxxxxxx, XX 00000, and all notices to Optionee shall be addressed to Optionee at
the address of Optionee on file with the Company or its Subsidiaries, or to such
other address as either may designate to the other in writing. A notice shall be
deemed to be duly given if and when enclosed in a properly addressed sealed
envelope deposited, postage prepaid, with the United States Postal Service. In
lieu of giving notice by mail as aforesaid, written notice under this Agreement
may be given by personal delivery to Optionee or to the President of the Company
(as the case may be).
12. Sale or Other Disposition. If Optionee at any time contemplates the
disposition (whether by sale, gift, exchange, or other form or transfer) of any
shares acquired by exercise of this Option, he or she will first notify the
Company in writing of such proposed disposition and cooperate with the Company
in complying with all applicable requirements of law, which, in the judgment of
the Company, must be satisfied prior to such disposition.
13. 180-Day Holdback. In accepting the grant of this Option, Optionee
hereby agrees that, in the event of an underwritten public offering of the
Company's securities pursuant to which any of its securities are registered
pursuant to the Securities Act of 1933, as amended, and to the extent the
underwriter of such offering requests that the shareholders of the Company agree
to do so, the Optionee will agree not to sell any of the Common Stock issued or
issuable upon exercise of this Option for a period of at least 180 days after
the closing of such public offering, and to sign a 180- day holdback agreement
to that effect.
IN WITNESS WHEREOF, the Company has executed this Nonqualified Stock Option
Agreement as of the date and year first above written.
APPLIED LASER SYSTEMS
By:_________________________
Title:______________________
OPTIONEE:
By:_________________________
(Signature)
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(Typed or Printed Name)
Address:
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