EXHIBIT 10.1
NONQUALIFIED STOCK OPTION OF
SUNAIR ELECTRONICS, INC.
THIS AGREEMENT made this _____ day of ________________, 2003, by and
between SUNAIR ELECTRONICS, INC., a Florida Corporation, (hereinafter called the
"Company"), and ____________________________ (hereinafter called the
"Employee").
WHEREAS, the Board of Directors of the Company is of the opinion that
the interests of the Company and its stockholders will be advanced and
strengthened by providing an additional incentive to officers and key employees,
upon whose judgment, initiative and efforts the successful conduct and
development of its business largely depends, by encouraging such officers and
key employees to become owners of the Common Stock of the Company.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable considerations, the
parties hereto agree as follows:
1. The Company grants to the Employee as a matter of separate
inducement and agreement in connection with his employment,
and not in lieu of any salary or compensation for his
services, the right and option to purchase (the "Option"), on
the terms and conditions hereinafter set forth, all or any
part of an aggregate of ______ shares of the $.10 par value
Common Stock of the Company ( the "Common Stock") at the
purchase price of $____ per share.
2. This Option shall be exercisable during the lifetime of the
Employee only by him and may not be exercisable by him except
while an employee of the Company or a subsidiary of the
Company, and shall have been continuously so employed since
the granting of this Option. Options will be exercisable over
the period stated herein in the following amounts:
During the second year _____ Shares
During the third year _____ Shares
During the fourth year _____ Shares
3. A. The Option granted hereunder shall be exercisable at any
time up to and including five (5) years from the date hereof.
All options granted to employee must be exercised
sequentially. Options shall be exercisable by giving written
notice of exercise to the Company specifying the number of
shares to be purchased accompanied by the payment of such
purchase price by: (i) cash; or (ii) checks payable to the
Company, or (iii)employees promissory note for the purchase
price payable to the Company on or before two years from
issuance , bearing interest at 6% per year and collateralized
by the shares being purchased.
B. If the Employee does not purchase, in any one year, the
full number of shares to which he is then entitled, he may
purchase those shares in any subsequent year during the
term of this option. In the event the Employee shall die prior
to the complete exercise of this option while he is an
employee of the Company, or one of its subsidiaries, said
option may then be exercised within one (1) year from the date
of such death but not more than five (5) years after the date
on which such option shall have been granted and then only (a)
by or on behalf of such person or persons (hereinafter
referred to as "Survivors") to whom the Employee's rights
under the option shall have been passed by Employee's Will or
the laws of descent and distribution and (b) only to the
extent that he was entitled to exercise the option at the date
of his death.
4. By accepting this option, the Employee agrees for himself and
his survivors entitled hereunder that any shares of Common
Stock purchased upon the exercise of this option shall be
acquired for investment and not distribution and notice of the
exercise of any portion of this option shall be accompanied by
a representation in writing signed by him or his survivors
entitled hereunder, as the case may be, that the shares of
Common Stock are being acquired in good faith for investment
and not for distribution. Any sale or transfer shall be made
in accordance with applicable regulations.
5. In the event Employee voluntarily terminates his employment
with the Company without its written consent or is terminated
by the Company for cause, then any unexercised option held by
him under the Plan shall forthwith terminate. In the event of
termination of the employment (a) other than a termination for
cause by the Company, or (b) voluntarily by the Employee with
the consent of the Company, then the Employee may exercise any
then exercisable option at any time within three (3) months
after such termination of employment but in no event after
five (5) years from the date of the grant thereof.
6. In the event of a merger, consolidation, reorganization,
recapitalization, reclassification of stock, stock dividend,
split, or other change in the corporate structure or
capitalization of the corporation affecting the corporation's
Common Stock as presently constituted, appropriate adjustments
will be made by the Board of Directors in the aggregate number
and kind of shares pursuant to this Option, and the price per
share.
7. Neither the Employee nor his survivors entitled hereunder
shall be, or have any of the right or privileges of, a
stockholder of the Company in respect of any of the shares
issuable upon the exercise of the Option herein granted,
unless and until certificates representing such shares shall
have been issued and delivered.
8. Except as otherwise herein provided, the Option herein granted
and the rights and privileges conferred hereby shall not be
transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of said Option, or of any right or privilege conferred
hereby, contrary to the provisions hereof or upon the levy of
any attachment or similar process upon the rights and
privileges conferred hereby, this Option and the rights and
privileges conferred hereby shall immediately become null and
void.
9. Any notice to be given under the terms of this Agreement shall
be delivered by hand or addressed the Company in care of its
Secretary at 0000 X.X. Xxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx,
and any notice to be given to the Employee shall be addressed
to him at the address given beneath his signature hereto, or
at such other subsequent address as either party shall provide
to the other.
10. This Agreement shall be binding upon and inure to the benefit
of any successor or successors of the Company.
11. Nothing herein contained shall affect the right of the Company
to terminate the Employee's services, responsibilities, duties
and authority to represent such Company at any time for any
reason whatsoever.
IN WITNESS WHEREOF, the Company has caused these presents to be
executed in its behalf by its President or Treasurer, and to be sealed with its
Corporate Seal, attested by its Secretary or one of its Assistant Secretaries,
and the Employee has hereunto set his hand and seal.
SUNAIR ELECTRONICS, INC.
By:
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President
Attest:
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Secretary
--------------------------------
Employee
Address:_________________________
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Social Security No:_________________
EMPLOYEE IS ADVISED TO CHECK WITH HIS OWN LEGAL COUNSEL REGARDING THE CONDITIONS
UNDER WHICH THE "SHORT SWING PROFITS" RULE OF SECTION 16 (b) OF THE SECURITIES
EXCHANGE ACT OF 1934 WOULD BE APPLICABLE, AND THE POTENTIAL PROFIT PENALTIES
THEREUNDER.
