EXHIBIT 10.27
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), dated February 22, 2000, by
and between LOGIMETRICS, INC., a Delaware corporation (the "Company"), and
XXXXXXX X. XXXXXXXX (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company has agreed to grant to the Optionee an option to
purchase common stock of the Company in recognition of the Optionee's
performance of past services;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants herein contained and other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee the
option (the "Option") to purchase Five Hundred Thousand (500,000) shares (the
"Option Shares") of the common stock, par value $.01 per share (the "Common
Stock"), of the Company at an exercise price of $0.60 per share (the "Exercise
Price").
2. Terms Governing Exercise of Option. The Option becomes exercisable
on the Release Date (as such term is defined in the Agreement, dated February
22, 2000, by and between the Company and the Optionee (the "Separation
Agreement")) and, subject to the provisions of Section 3, shall expire and cease
to be exercisable as follows: as to one-half of the Option Shares, on the second
anniversary of the Effective Date (as such term is defined in the Separation
Agreement), and as to the remainder of such Option Shares, on the third
anniversary of the Effective Date. The Option may be exercised from time to time
as to all or part of the Option Shares. In order to exercise the Option, the
Optionee must provide written notice to the Company of his election (the
"Exercise Notice") , setting forth the number of whole Option Shares with
respect to which the Option is being exercised, and accompanied by payment of
the full Exercise Price for the number of Option Shares being purchased or in
lieu of such cash payment by surrendering Option Shares to the Company (a
"cashless exercise"), to the extent permitted by applicable law. Upon receipt by
the Company of a written notice from the Optionee electing to pay for all or a
portion of the Option Shares by cashless exercise, the Company shall issue to
the Optionee a number of Option Shares (not to exceed the maximum number of
Option Shares set forth in Section 1) equal to the quotient obtained by dividing
(A) the product obtained when (i) the number of Option Shares being exercised is
multiplied by (ii) the difference between the Fair Market Value (as defined
below) of one Option Share on the date of exercise and the Exercise Price of one
Option Share on the date of exercise, by (B) the Fair Market Value for one
Option Share on the date of exercise. For purposes of this Agreement, the date
of exercise with respect to the Fair Market Value or the Exercise Price of an
Option Share shall mean the date the Company receives a completed Exercise
Notice from the Optionee. For purposes of this Agreement, "Fair Market Value" of
an Option Share on a particular day shall mean the last reported sales price on
the principal national securities exchange on which the Common Stock is listed
or admitted to trading (or in case no such reported sales price is quoted on
such day, the last reported sales price for which such quotation is available),
or, if it is not listed or admitted to trading on any national securities
exchange, the average of the last high closing bid price and the low closing
asked price as reported on an inter-dealer quotation system. In the absence of
any available public quotations for the Common Stock, the Company's board of
directors, in its sole discretion. shall determine in good faith the fair market
value of an Option Share.
3. Termination of Option. In the event that the Company terminates the
Separation Agreement as the result of a material breach of the terms thereof by
the Optionee, the Option shall immediately terminate and be of no further force
and effect.
4. Non-Assignability. No rights granted to the Optionee hereunder are
assignable or transferable (whether by operation of law or otherwise and whether
voluntarily or involuntarily) other than pursuant to the laws of descent and
distribution. During the life of the Optionee, all rights granted to the
Optionee hereunder may be exercised only by the Optionee.
5. Effect on Optionee's Status. Nothing contained herein shall confer
upon the Optionee the right to continue in the service of the Company, its
subsidiaries or their respective affiliates, or affect any right that the
Company, its subsidiaries or their respective affiliates may have to terminate
the Optionee's services.
6. Conditions of Purchase. The Option is granted on the condition that
the purchase of the Option Shares upon the exercise of the Option shall be for
investment purposes and not with a view to resale or distribution. The foregoing
condition shall be inoperative if the Option Shares are registered for sale
under the Securities Act of 1933, as amended (the "Securities Act"), and
applicable state securities laws or if in the opinion of counsel for the
Company, the Option Shares may be resold without such registration. At the time
of exercise of the Option or any part thereof, the Optionee shall execute such
further agreements as the Company may require to implement the foregoing
condition and to acknowledge the Optionee's familiarity with restrictions on
resale of the Option Shares under then applicable securities laws. Upon the
Optionee's request, the Company shall furnish copies of such publicly available
financial and other information concerning the Company and its business and
prospects as may be reasonably requested by the Optionee in connection with the
exercise of this Option.
7. Withholding. The Optionee agrees that the exercise of the Option in
whole or in part will not be effective, and no Option Shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such income and other payroll tax withholding as may be
required of the Company under federal, state, or local law on account of such
exercise.
8. Capital Structure Adjustments. The number of Option Shares and the
Exercise Price covered by the unexercised portion of the Option shall be
proportionately adjusted for any increase or decrease in the number of
outstanding shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock. Any
such adjustment shall be made without change in the aggregate purchase price
applicable to the unexercised portion of the Option and shall be made by the
Company's board of directors whose determination in that respect shall be final,
binding and conclusive. In making any adjustment pursuant to this Section 8,
fractional shares shall be disregarded. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class or securities
convertible into shares of stock of any class shall effect, and no adjustment by
reason thereof shall be made, with respect to the number or price of shares of
Common Stock covered by the Option.
9. Dissolution; Merger; Sale of Assets. In the event of the proposed
dissolution or liquidation of the Company, the Company shall notify the Optionee
at least fifteen days prior to such proposed action. To the extent that it has
not been previously exercised, the Option will terminate immediately prior to
the consummation of such proposed action. In the event of a merger of the
Company with or into another corporation or the sale of all or substantially all
of the assets of the Company, the Option shall be assumed or an equivalent
option shall be substituted by a successor corporation or a parent or a
subsidiary of such successor corporation. In the event that such successor
corporation does not agree to assume the option or to substitute an equivalent
option, the Company's board of directors shall notify the Optionee that the
Option shall be fully exercisable for a period of at least fifteen (15) days
from the date of such notice and the Option will terminate upon the later of the
expiration of such period or the consummation of the merger.
10. No Rights as a Stockholder. The Optionee shall not have any rights
as a stockholder or any claim to dividends with respect to any Option Shares
until the proper exercise of the Option as required hereby, the payment of the
purchase price for the applicable number of Option Shares and the issuance by
the Company of a stock certificate for the Option Shares so purchased.
11. Optionee Acknowledgments. The Optionee agrees and acknowledges
that (i) no member of the board of directors of the Company or any other person
or entity shall be liable for any action or determination made in good faith
with respect to the Option, (ii) the Option granted hereby is not intended to
qualify as an incentive stock option under section 422A of the Internal Revenue
Code of 1986, as amended, and (iii) the Company makes no representation as to
the tax treatment to the Optionee upon receipt or exercise of the option or sale
or other disposition of the shares covered by the Option.
12. Notices. Any notice given to the Company hereunder shall be in
writing and shall be addressed to the Secretary of the Company at its principal
executive office, or at such other address as the Company may hereafter
designate to the Optionee by notice as provided herein. Any notice given to the
Optionee hereunder shall be in writing and shall be addressed to the Optionee at
the address set forth in the employee records of the Company, or at such other
address as the Optionee may hereafter designate to the Company by notice as
provided herein. Notices shall be deemed to have been duly given when personally
delivered or three (3) days after being mailed by registered or certified mail
to the party entitled to receive the same.
13. Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto pertaining to the subject matter hereof and supersedes
all other prior and contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, of the parties. Other than the Separation
Agreement, there are no other agreements between the parties in connection with
the subject matter hereof. In the event that the terms of this Agreement are
inconsistent with the terms of the Separation Agreement regarding the subject
matter hereof, then the terms of this Agreement shall govern.
14. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of New York, without
reference to the choice of law principals thereof.
15. Assignment; Successors and Assigns; No Third Party Rights. This
Agreement may not be assigned by the Optionee and any attempt at assignment by
the Optionee shall be null and void. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
permitted assigns and legal representatives. This Agreement shall be for the
sole benefit of the parties hereto and their respective successors, permitted
assigns and legal representatives and is not intended, nor shall it be
construed, to give any person other than the parties hereto and their respective
successors, permitted assigns and legal representatives any legal or equitable
right, remedy or claim.
16. Amendment and Modification; Waiver. This Agreement may only be
amended or modified in a writing signed by the party against whom enforcement of
such amendment or modification is sought. Any of the terms or conditions of this
Agreement may be waived at any time by the party entitled to the benefit
thereof, but only by a writing signed by the party waiving such terms or
conditions.
17. No Strict Construction. Each of the parties hereto acknowledge
that this Agreement has been prepared jointly by the parties hereto and their
respective counsel, and this Agreement shall not be strictly construed against
either party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
LOGIMETRICS, INC.
By:/s/Xxxxxx X. Xxxxxx
_____________________________________
Xxxxxx X. Xxxxxx, President and Chief
Operating Officer
/s/Xxxxxxx X. Xxxxxxxx
__________________________________
Xxxxxxx X. Xxxxxxxx
