Exhibit (e)(9)
COMPUTER MEMORIES INCORPORATED
NON-QUALIFIED STOCK OPTION
UNDER THE 1991 NON-QUALIFIED STOCK OPTION PLAN
For valuable consideration, receipt whereof is hereby acknowledged,
COMPUTER MEMORIES INCORPORATED, a Delaware corporation (the "Company"), hereby
grants to ______________________, who resides at _______________________________
(the "Optionee"), a non-qualified stock option, subject to the terms and
conditions hereof, to purchase from the Company an aggregate of ___________
shares of the Common Stock of the Company, par value $.01 per share ("Common
Stock"), at the price of $______ per share (the "Option Price"), such option to
be exercisable in installments as follows on or before the day preceding the
fifth anniversary of the date hereof (the "Termination Date").
This Option may be exercised cumulatively as to one-half of the shares
subject hereto after the date hereof and as to the remaining one-half of the
shares on the first anniversary of the date hereof.
The right of the Optionee, unless the Optionee ceases to be engaged by the
Company or by a subsidiary thereof, to purchase shares subject to any such
installment may be exercised in whole at any time or in part from time to time
after the accrual of such respective installments and prior to the Termination
Date, except as otherwise expressly provided herein.
Subject to the provisions of this Option, this Option may be exercised by
written notice to the Company stating the number of shares with respect to which
it is being exercised and accompanied by payment of the Option Price (a) by
certified or bank cashier's check payable to the order of the Company in New
York Clearing House funds or (b) in any other form acceptable to the Company. As
soon as practicable after receipt of such notice and payment, the Company
shall, without transfer or issue tax or other incidental expense to the
Optionee, deliver to the Optionee at the offices of the Company at 000 Xxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, or such other place as may be mutually
acceptable, or, at the election of the Company, by first-class insured mail
addressed to the Optionee at his address shown in the employment records of the
Company or at the location at which he is employed by the Company or any
subsidiary, a certificate or certificates for such shares out of theretofore
unissued shares or reacquired shares of its Common Stock, as the Company may
elect.
The Company may postpone the time of delivery of certificates for shares
of its Common Stock for such additional time as the Company shall deem necessary
or desirable to enable it to comply with the listing requirements of any
securities exchange upon which the Common Stock of the Company may be listed, or
the requirements of the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, or any rules or regulations of the Securities
and Exchange Commission promulgated thereunder or the requirements of applicable
state laws relating to the authorization, issuance or sale of securities.
If the Optionee fails to accept delivery of and pay for all or any part of
the number of shares specified in such notice upon tender of delivery thereof,
his right to exercise this Option with respect to such undelivered shares may be
terminated. This Option can be exercised only with respect to full shares.
This Option shall during the Optionee's lifetime be exercisable only by
him, and neither it nor any right hereunder shall be transferable otherwise than
by will or the laws of descent and distribution, or be subject to attachment,
execution or other similar process. In the event of any attempt by the Optionee
to alienate, assign, pledge, hypothecate or otherwise dispose of this Option or
of any right hereunder, except as provided for herein, or in the event of any,
levy or
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any attachment, execution or similar process upon the rights or interest hereby
conferred, the Company may terminate this Option by notice to the Optionee, and
it shall become null and void.
If, prior to the Termination Date, the Optionee shall cease to be engaged
by the Company or by a subsidiary or parent of the Company (otherwise than by
reason of death or permanent and total disability (as defined below) of the
Optionee), this Option, and all rights hereunder to the extent that such rights
shall not have been exercised, shall immediately terminate and become null and
void.
In the event of the death of the Optionee, prior to the Termination Date,
while employed by the Company or by a subsidiary or parent of the Company, this
Option shall become fully exercisable and may be exercised within one year after
the date of the Optionee's death by the person or persons to whom the Optionee's
rights under this Option shall pass by will or by the applicable laws of descent
and distribution, but in no event may this Option be exercised later than the
Termination Date.
In the event of the permanent and total disability of the Optionee, prior
to the Termination Date, while employed by the Company or by a subsidiary or
parent of the Company, this Option shall become fully exercisable within one
year after the date the Optionee ceased to be employed by the Company or by a
subsidiary or parent of the Company as a result of such disability, but in no
event may this Option be exercised later than the Termination Date. For the
purposes of this Option, the Optionee shall be considered to be permanently and
totally disabled if he is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or which has lasted or can be expected to last
for a continuous period of not less than twelve months. The Optionee shall not
be considered to be permanently or totally disabled unless he furnishes proof
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of the existence of such disability in such form and manner, and at such times,
as may be required by the Board of Directors or a committee thereof. The
determination by the Board of Directors or a committee thereof with respect to
the existence of such disability shall be conclusive and binding upon the
Optionee.
If the Company shall declare a dividend payable in cash, or shall
subdivide or combine its Common Stock, or any other event shall occur which in
the judgment of the Board of Directors necessitates action by way of adjusting
the terms of this Option, the Board of Directors shall forthwith take any such
action as in its judgment shall be necessary to preserve to the Optionee rights
substantially proportionate to the Optionee's rights existing prior to such
event. The judgment of the Board of Directors or a committee thereof with
respect to any matter referred to in this paragraph shall be conclusive and
binding upon the Optionee.
The issuance of the shares of Common Stock subject hereto and issuable
upon the exercise of the Option and the transfer or resale of such shares shall
be subject to such restrictions as are, in the opinion of Company counsel,
required to comply with the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder, and the certificates representing such
shares shall, if it is deemed advisable by counsel to the Company, bear a legend
to such effect.
The right of the Company or of a subsidiary or parent of the Company to
terminate (whether by dismissal, discharge, retirement or otherwise) the
Optionee's employment with it at any time at will, or as otherwise provided by
any agreement between the Company or any subsidiary or parent of the Company and
the Optionee, is specifically reserved. Neither the Optionee nor any person or
persons entitled to exercise his rights in the event of his death shall have any
rights to dividends or any other rights of a stockholder with respect to any
shares of
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Common Stock subject to this Option, except to the extent that a certificate for
such shares shall have been issued upon the exercise of this Option as provided
for herein.
Each notice relating to this Agreement shall be in writing and delivered
in person or by certified mail to the proper address. Except as provided above,
all notices to the Company shall be addressed to it at its offices at 000 Xxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, attention of the Treasurer. All notices to
the Optionee or other person or persons then entitled to exercise this Option
shall be addressed to the Optionee or such other person or persons at the
Optionee's address above specified. Anyone to whom a notice may be given under
this Agreement may designate a new address by notice to that effect.
This Option shall be wholly void and of no effect after the Termination
Date.
IN WITNESS WHEREOF, COMPUTER MEMORIES INCORPORATED has caused this Option
to be exercised by its officers, thereunto duly authorized, as of the _______
day of _______________, 19__.
COMPUTER MEMORIES INCORPORATED
By: ________________________________
ATTEST:
__________________________________
Secretary
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