INCENTIVE STOCK OPTION AGREEMENT
August 9, 1995
THIS AGREEMENT is made as of August 9, 1995 by and between Xx. Xxx X. Xxxx
("Xxxx") and R. Xxxx Xxxxxx, Jr. ("Optionee").
R E C I T A L S
X. Xxxx is a founder and principal shareholder of Amerigon Incorporated (The
"Company").
B. Optionee is an employee of the Company.
X. Xxxx grants to Optionee an option to acquire shares of the Company's
Class A common Stock ("Common Stock") owned by Xxxx ("Xxxx Shares"), some of
which shares ("Xxxx Escrow Shares") are held in escrow (the "Escrow")
pursuant to a certain Escrow Agreement by and among Xxxx, X. X. Xxxxx
Investment Banking Corporation (the "Underwriter"), an escrow agent and
certain other shareholders of the Company (the "Escrow Agreement").
A G R E E M E N T
NOW, THEREFORE in consideration of the foregoing premises and the mutual
covenants contained herein the parties hereto agree as follows:
1. Grant of Option. Xxxx hereby grants to Optionee, subject to the vesting
schedule set forth herein, an option to acquire 10,000 Xxxx Shares, of
which 2,500 are not held in Escrow (the "Unrestricted Shares"), and 2,500
are held in the Escrow Target 1, as described on page 42 of the Company's
stock prospectus dated June 10, 1993, and 5,000 are subject to Escrow
Target 2, as described in the same prospectus.
2. Option Price. Subject to the terms and conditions hereof, Optionee may
purchase the Option Shares at the price of $12.00 per share.
3. Term. This Option shall expire on the day before the fifth (5th)
anniversary of the Grant Date, unless such Option shall have been
terminated prior to that date in accordance with the provisions of this
Agreement. The terms "Parent" and "Subsidiary" herein mean a parent
corporation or a subsidiary corporation, as such terms are defined in
Section 424(e) and (f) of the Internal Revenue Code of 1986, as amended
("the Code").
Incentive Stock Option Agreement
R. Xxxx Xxxxxx, Jr.
August 9, 1995
4. Shares Subject to Exercise. This option vests 8/9/1996. The 2,500
Unrestricted shares shall be subject to exercise on and after 8/9/1996. As
to the Escrow Shares, this Option vest only in the event and to the extent
the financial objectives for release of Xxxx Escrow Shares from Escrow, as
provided in the Escrow Agreement, are met and Xxxx Escrow Shares are
released from Escrow. All such shares shall thereafter remain subject to
exercise for the term specified in Paragraph 3 hereof, 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 7
hereof.
5. Method and Time of Exercise. The Option may be exercised by written notice
delivered to Xxxx stating the number of shares with respect to which the
Option is being exercised, together with a check made payable to Xxxx in
the amount of the purchase price of such shares and a check made payable to
the Company in the amount of applicable federal, state, and local
withholding taxes and the written statement provided for in Paragraph 13
hereof. Not less than 100 shares may be purchased at any one time unless
the number purchased is the total number purchased under such Option at the
time. Only whole shares may be purchased.
6. Tax Withholding. As a condition to exercise of this Option, Xxxx may
require Optionee to pay to the Company all applicable federal, state, and
local taxes which the Company is required to withhold with respect to the
exercise of this Option.
7. Termination of Employment or Other Relationship. Upon termination of
Optionee's employment with or upon Optionee's ceasing to perform other
services for the Company, a Parent or Subsidiary, Optionee's rights to
exercise this Option shall be only as follows (in no case do the time
periods referred to below extend the term specified in this Option):
a. Death or Disability. Upon the death of Optionee, this Option may be
exercised (to the extent exercisable at Optionee's death), unless it
otherwise expires, within three months after the date of Optionee's
death by Optionee's representative or by the person entitled thereto
under Optionee's will or the laws of interstate succession. Upon the
disability (within the meaning of Section 22(e)(3) of the Code) of an
Optionee, this Option may be exercised (to the extent exercisable as
of the date of disability), unless it otherwise expires, within two
years after the date of Optionee's disability.
Incentive Stock Option Agreement
R. Xxxx Xxxxxx, Jr.
August 9, 1995
b. Retirement. Upon the retirement (either pursuant to a Company
retirement plan, if any, or pursuant to the approval of the Company),
of an employee or the cessation of services provided by a former
employee as a consultant or director this Option may be exercised (to
the extent exercisable at the date of such termination or cessation)
by Optionee within two years after the date of Optionee's retirement
or cessation of services.
c. Other Termination. In the event Optionee leaves the employ of the
Company or ceases to provide services to the Company for any reason
other than as set forth in (a) and (b) above, this Option shall
terminate at the earlier of six months after the date: (A) Optionee's
employment terminates, or (B) Optionee ceases providing services to
the Company. The foregoing shall not extend this Option beyond the
term specified herein and this Option shall be exercisable only to the
extent exercisable at the date of termination of employment or
cessation of services.
8. Nontransferability. This 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 Optionee's lifetime and after Optionee's death, by
Optionee's personal representative or by the person entitled thereto under
Optionee's will or the laws of interstate succession.
9. Optionee Not a Shareholder. Optionee shall have no rights as a shareholder
with respect to the Common Stock of the Company covered by the Option until
the date of issuance of a stock certificate or stock certificates to
Optionee 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 certificates or certificates are issued.
10. No Right to Employment. Nothing in this Option shall confer upon the
Optionee any right to continue in the employ of the Company or to continue
to perform services for the Company or any Parent or Subsidiary, or shall
interfere with or restrict in any way the rights of the Company to
discharge or terminate any officer, director, employee, independent
contractor or consultant at any time for any reason whatsoever, with or
without good cause.
Incentive Stock Option Agreement
R. Xxxx Xxxxxx, Jr.
August 9, 1995
11. Adjustment of Shares; Termination of Options.
a. Adjustment of Shares. In the event of changes in the outstanding
Common Stock by reason of stock dividends, split-ups, consolidations,
recapitalizations, reorganizations or like events, an appropriate
adjustment shall be made in the number of shares set forth in
Paragraph 4 hereof, and in the number of shares and the option price
per share specified in this Agreement with respect to any unpurchased
shares. Appropriate adjustments for any options to purchase
fractional shares shall also be made. However, no fractional shares
shall be transferred.
b. Termination of Options on Merger, Sale of Liquidation of the Company.
In the event of any merger, consolidation of other reorganization of
the Company in which the Company is not the surviving or continuing
corporation or in the event of the liquidation or dissolution of the
Company, all options granted hereunder shall terminate on the
effective date of the merger, consolidation, reorganization,
liquidation or dissolution unless there is a written agreement with
respect thereto between Optionee and Xxxx, which expressly provides
otherwise.
12. Modification and Termination. The rights of Optionee are subject to
modification and termination in certain events as provided in this
Agreement.
13. Restrictions on Sale of Shares. Optionee represents and agrees that, upon
Optionee's exercise of the Option in whole or in part, unless there is in
effect at that time under the Securities Act of 1933 as amended, a
registration statement relating to the shares issued to Optionee, Optionee
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 each exercise thereof Optionee will furnish to
Xxxx and the Company a written statement of such effect, satisfactory to
Xxxx and the Company in form and substance. Optionee agrees that any
certificates issued upon exercise of this Option may bear a legend
indicating that their transferability is restricted in accordance with
applicable state or federal securities law. Any person or persons entitled
to exercise this option under the provisions of Paragraphs 7 and 8 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 Xxxx and the Company a written statement to the same effect,
satisfactory to Xxxx and the Company in form and substance.
Incentive Stock Option Agreement
R. Xxxx Xxxxxx, Jr.
August 9, 1995
14. Complete Agreement. This Agreement contains the entire agreement among the
parties hereto with respect to the subjective matter hereof and supersedes
all previous and contemporaneous oral and written negotiations,
commitments, writings and understandings between the parties with respect
to the subject matter hereof.
15. Notices. All notices to Xxxx shall be addressed to Xxxx at the principal
office of the Company at the address set forth below and all notices to
Optionee shall be addressed to Optionee at the address set forth below, 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 deposited with the
United States Postal Service, in a properly addressed sealed envelope,
postage prepaid. In lieu of giving notice by mail as aforesaid, written
notice under this Agreement may be given by personal delivery to Optionee
or to Xxxx (as the case may be).
16. Sale or Other Disposition. If Optionee at any time contemplates the
disposition (whether by sale, gift, exchange, or other form of transfer) of
any shares, of Common Stock acquired by exercise of this Option 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.
17. Hold-Back Agreement. In accepting the grant of this Option, Optionee
hereby agrees that in the event of an initial or subsequent public offering
of the Company's securities pursuant to which any of the Company's
securities are registered under the Securities Act, Optionee will agree to
refrain from selling or transferring any of the Common Stock issued or
issuable upon exercise of this Option as required by the Underwriter for a
period of up to 13 months after the closing date of such offering and to
sign a holdback agreement with respect thereto if requested by the
Underwriter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.
OPTIONEE
By /s/ Xxx X. Xxxx /s/ R. Xxxx Xxxxxx, Jr.
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Xx. Xxx X. Xxxx R. Xxxx Xxxxxx, Jr.
Address: Xx. Xxx X. Xxxx
Amerigon Incorporated
0000 X. Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
