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EXHIBIT 10 (ddddd)
Norand Corporation
Incentive Stock Option Agreement
Name: N. Xxxxxx Xxxxxx
THIS AGREEMENT sets forth the terms of a stock option granted under the Norand
Corporation Long-Term Performance Program (the "Plan").
In consideration of the continuing services of Optionee and the covenants set
forth in this Agreement, the Company has granted to Optionee an option (the
"Option") to purchase 100,000 shares of the Company's Common Stock, $.01 par
value, subject to the restrictions and conditions of this Agreement and the
terms of the Plan, which are hereby incorporated by reference herein. Each
such share shall be purchased at a price equal to the closing price for a share
of Common Stock on September 24, 1996, as reported by NASDAQ (the "Option
Price"). The Option is intended to be an incentive stock option under Section
422 of the Internal Revenue Code; provided, however, that to the extent that
the terms of this Option do not satisfy the requirements of Section 422, the
Option shall be a non qualified option.
Date of Grant: September 24, 1996
Per share Option: $16.00
Shares Granted: 100,000
Grant Number:
Optionee hereby agrees that the Option to acquire shares of the Company's
common stock is granted pursuant to and in accordance with the terms of the
Company's Long-Term Performance Program and the Stock Option Grant Agreement
(such Stock Option Grant Agreement being attached hereto as Exhibit A)(the
"Agreement"), both of which are incorporated herein and made an integral part
of this Agreement, and Optionee further acknowledges receipt of a copy of the
Company's Long-Term Incentive Prospectus and the Company's Stock Option
Agreement.
This Agreement consists of the face page and the terms and conditions attached
hereto.
IN WITNESS WHEREOF, this Agreement has been executed by Optionee, and for
the Company by its duly authorized officer, on the date indicated below.
N. Xxxxxx Xxxxxx
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DATE OPTIONEE
Norand Corporation
By: Xxxxx Xxxxxxxxxx
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Norand Corporation
Incentive Stock Option Agreement
Appendix A
THIS AGREEMENT sets forth the terms of a stock option granted under the Norand
Corporation Long-Term Performance Program (the "Plan").
1. Rights of Participant. The Option shall entitle Optionee to purchase
shares of Common Stock if applicable conditions are satisfied prior to the
cancellation, termination or surrender of the Option. The Option shall
not entitle Optionee to any other rights, including but not limited to any
rights as a stockholder of the Company.
2. Exercise of Option. Unless accelerated in the discretion of the
Compensation Committee of the Board of Directors of the Company (the
"Committee") or as otherwise provided herein or under the terms of the
Plan, the Option shall first become exercisable on the last day of the
114th month following the Grant Date of the Option. Notwithstanding the
preceding sentence:
(a) the Option shall become exercisable in full upon the occurrence of
a Change in Control (as defined below) of the Company upon a Change
in Control (as defined below) of the Company which occurs prior to
the tenth anniversary of the Date of Grant of the Option and prior
to the expiration date of the Option, the Option shall immediately
become fully exercisable; provided, however, that no such
acceleration shall occur upon a Change in Control to the extent it
is determined that such acceleration will adversely affect
pooling-of-interest accounting method to be applied to any
transaction constituting a Change in Control; and
(b) the Option shall become exercisable in accordance with the terms
and conditions described in and to the extent provided in that
certain letter dated October 11, 1996 from the Committee to the
Optionee, which letter is incorporated herein by reference.
Notwithstanding any other provision of the Agreement or of the Plan, if
the Option becomes exercisable for the first time during a calendar year
under the foregoing provisions with respect to share with a fair market
value in excess of $100,000 (determined by aggregating all plans of the
Company and its subsidiaries), the Option shall be a non qualified stock
option with respect to shares in excess of such limitation.
For purposes of this Agreement, a "Change in Control" shall be deemed to
have occurred for purposes of this Agreement if:
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(1) any "Person", as such term is used in Section 13(d) and 14(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
(other than the Company, any corporation owned, directly or
indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock
of the Company, and any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
such proportionately owned corporation), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 promulgated under
the Exchange Act), directly or indirectly, of securities of
the Company representing 40% or more of the combined voting
power of the Company's then outstanding securities having the
right to vote for the election of directors;
(2) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than (i) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity) more than 60% of the combined voting
power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person acquires more than 15% of the
Company's then outstanding securities having the right to vote
for the election of directors. or
(3) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets (or any transaction having a similar effect).
Once a Change in Control has occurred for purposes of this Agreement, no
future events will constitute a Change in Control for purposes of this
Agreement.
3. Expiration of Option. The Option shall expire as to all shares on the
earlier of (a) the tenth anniversary of the Date of Grant of the
Option, (b) the date that is 90 days after the employment of Optionee
with the Company and all subsidiaries terminates for any reason other
than death or disability, or (c) the first anniversary of the date the
employment of Optionee with the Company and all subsidiaries
terminates by reason of disability or by reason of death. If the
Optionee is an officer or director of the Company or an employee in
Band E or higher, this grant will not be effective until a Norand
Employee Confidentiality and Invention Assignment Agreement is signed
and returned to the Norand Account Manager, Client Services,
StockPlan, Inc.
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4. Transferability. The Option may not be transferred other than by will
or the applicable laws of descent or distribution. The Option shall
not otherwise be transferred, assigned, pledged or hypothecated for
any purpose whatsoever and is not subject, in whole or in part, to
execution, attachment, or similar process. Any attempted assignment,
transfer, pledge or hypothecation or other disposition of the Option,
other than in accordance with the terms set forth herein, shall be
void and of no effect.
5. Procedure for Exercise. Subject to the terms of paragraph 3, the
Option may be exercised in whole or in part by filing a written notice
in accordance with the prospectus prior to the date the Option
expires. Such notice shall specify the number of shares of Common
Stock that the Optionee elects to purchase and shall be accompanied by
payment of the Option Price for each such share of Common Stock.
Subject to the provisions of the following sentence, payment of the
Option Price (including applicable withholding taxes in accordance
with paragraph 7 next below) shall be by cash or by certified or
cashier's check payable to the Company. At the Optionee's election,
all or a portion of such Option Price may be paid by delivery of
shares of Common Stock of the Company having an aggregate fair market
value which is equal to the amount of cash which would otherwise be
required.
6. Withholding Taxes. Upon the exercise of the Option, the Company shall
have the right to require Optionee to remit to the Company an amount
sufficient to satisfy all federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates
for shares of Common Stock. The Optionee may satisfy the obligations
of this Section by surrendering shares of Common Stock to the Company
or having shares withheld by the Company with an aggregate fair market
value equal to the amount required to be withheld.
7. Administrative Rules. The Option shall be governed by such
administrative regulations as the Committee shall from time to time
adopt.
8. Miscellaneous.
(a) Amendment and Termination. The Committee may from time
to time alter, amend or suspend the Plan or the Option, or may at any
time terminate the Plan. No action taken by the Committee may
materially and adversely affect the Option without the consent of
Optionee.
(b) Applicable Law. All questions pertaining to the
validity, construction and administration of the Plan, this Agreement,
and the Option represented hereby shall be determined in conformity
with the internal laws of the State of Iowa.
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(c) Notices. Every direction, revocation or notice
authorized or required hereunder shall be deemed delivered to the
Company (i) on the date it is personally delivered to the Secretary of
the Company at its principal executive offices, or (ii) three business
days after it is sent by registered or certified mail, postage
prepaid, addressed to the Secretary at such offices; and shall be
deemed delivered to the Optionee (i) on the date it is personally
delivered to him or her, or (ii) three business days after it is sent
by registered or certified mail, postage prepaid, addressed to him or
her at the last address shown for him or her on the records of the
Company.
