Contract
EXHIBIT 10.34
BLONDER
TONGUE LABORATORIES, INC.
AMENDED
AND RESTATED 1996 DIRECTOR OPTION PLAN
THIS
AGREEMENT is made and entered into as of this ___ day of ________, 200_ by and
between BLONDER TONGUE LABORATORIES, INC., a Delaware corporation (the
“Company”) and
_____ ____________________ (the “Optionee”).
BACKGROUND
The
Optionee is an Eligible Director of the Company whose continued services are
considered essential to the Company’s sustained progress. The Company has
adopted the Blonder Tongue Laboratories, Inc. Amended and Restated 1996 Director
Option Plan, as amended (the “Plan”) for
the purpose of encouraging equity ownership in the Company by outside directors
of the Company. Pursuant to and in accordance with the Plan, the Company desires
to grant to the Optionee an option to purchase shares of the Company’s common
stock as more fully set forth below. Capitalized terms used in this Agreement,
and not otherwise defined herein, shall have the meanings ascribed to them in
the Plan.
NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
and intending to be legally bound, it is agreed as follows:
1. Option
to Purchase Shares. The
Company hereby grants to the Optionee an Option (the “Option”),
pursuant to the Plan, to purchase up to ____________ (_______) shares of the
Company’s common stock (the “Stock”). The
Option Price for each share of Stock shall be ______ Dollars and ________ Cents
($_____), which is acknowledged to be 100% of the Fair Market Value of each
share of Stock as of the date hereof. The Option shall be exercisable for the
number of shares of Stock and during the specific exercise periods
(“Exercise
Period(s)”) set
forth in the following table:
|
Number
of Shares
____________________________
|
Exercise
Period
____________________________
|
2. Manner
of Exercise and Terms of Payment. The
Option may be exercised in whole or in part, subject to the limitations set
forth in this Agreement, upon delivery to the Company of timely written notice
of exercise, accompanied by full payment of the Option Price for the shares of
Stock with respect to which the Option is exercised. Full payment shall be in
cash or, if and as permitted by the Board in its sole discretion: (i) by
tendering stock of the Company or (ii) by withholding stock subject to the
Option, all as provided in the Plan.
3. Termination
of Option.
(a) Expiration
or Termination of Service on the Board. Except
as specifically provided in Sections 3(b), 3(c) and 6(b) hereof, and Sections
3.2(b), 5.6(b) and 5.6(c) of the Plan, the Option granted hereunder shall
terminate as of the close of business on the earliest to occur of the date of
(i) expiration of the Option Exercise Period, (ii) an event of default or breach
by the Optionee of the terms and conditions of this Agreement or (iii)
termination of the Optionee’s service on the Board for cause. If the Optionee’s
service on the Board is terminated other than for cause, death (as provided in
subsection (b) below), or retirement or disability (both as provided in
subsection (c) below), the Optionee must exercise the Option, if at all and to
the extent then exercisable, within thirty-six months from the date of such
termination, in accordance with the terms of the Plan and this
Agreement.
(b) Death
of Optionee. If the
Optionee dies prior to the exercise of the Option in full, the Option may be
exercised by the Optionee’s executors, administrators or heirs within one year
after the date of the Optionee’s death, provided death occurred during the
Optionee’s service on the Board, or within three months following the
termination of such service, by reason of the Optionee’s retirement after
reaching the age of 65 years or the Optionee’s retirement after becoming
permanently disabled. Such Option may be so exercised by the Optionee’s
executors, administrators or heirs only with respect to that number of shares of
Stock which the Optionee had an Option to purchase and only to the extent that
the Option was exercisable (but had not theretofore been exercised) as of the
date of the earlier of the (i) retirement of
the
Optionee after reaching the age of 65 years or after becoming permanently
disabled, or (ii) death of the Optionee. In no event may the Option be exercised
at any time after the expiration of the Exercise Period stated in Section 1
hereof.
(c) Retirement
or Disability. If the
Optionee’s service on the Board is terminated, prior to the exercise of the
Option in full, by reason of the Optionee’s retirement after reaching the age of
65 years or by reason of the Optionee’s retirement after becoming permanently
disabled, the Optionee shall have the right,during
the period ending thirty-six months after the date of the Optionee’s termination
of service on the Board, to exercise the Option. Such Option may be so exercised
by the Optionee only with respect to that number of shares of Stock which the
Optionee had an Option to purchase and only to the extent that the Option was
exercisable (but had not theretofore been exercised) as of the date of the
earlier of (i) the retirement of the Optionee after reaching the age of 65 years
or (ii) the date the Optionee becomes permanently disabled. In no event
may the Option be exercised after the expiration of the Exercise Period stated
in Section 1 hereof.
4. Rights
as Shareholder. The
Optionee or a permitted transferee of an Option shall have no rights as a
shareholder of the Company with respect to any shares of Stock subject to such
Option prior to the purchase of such shares of Stock by exercise of such Option
as provided in the Plan.
5. Delivery
of Stock Certificates. The
Company shall not be required to issue or deliver any certificate for shares of
Stock purchased upon the exercise of all or any portion of the Option granted
hereunder prior to the fulfillment of any of the following conditions which may,
from time to time, be applicable to the issuance of the Stock:
(a) Listing
of Shares. The
admission of such shares of Stock to listing on (i) all stock exchanges on which
the Stock of the Company is then listed or (ii) the NASDAQ.
(b) Registration
and/or Qualification of Shares. The
completion of any registration or other qualification of such shares of Stock
under any federal or state securities laws or under regulations promulgated by
the Securities and Exchange Commission or any other federal or state
governmental regulatory body which the Board deems necessary or advisable. The
Company shall in no event be obligated to register any securities pursuant to
the Securities Act of 1933 (as now in effect or as hereafter amended) or to take
any other action in order to cause the issuance and delivery of such
certificates to comply with any such law, regulations or requirement.
(c) Approval
or Clearance. The
obtaining of any approval or clearance from any federal or state governmental
agency which the Board shall determine to be necessary or
advisable.
(d) Reasonable
Lapse of Time. The
lapse of such reasonable period of time following the exercise of the Option as
the Board may establish from time to time for reasons of administrative
convenience.
6. Certain
Corporate Events.
(a) Anti-Dilution. Except
as otherwise expressly provided herein, if the outstanding shares of common
stock are hereafter changed or converted into, or exchanged or exchangeable for,
a different number or kind of shares or other securities of the Company or of
another corporation by reason of a reorganization, merger, consolidation,
recapitalization, reclassification or combination of shares, stock dividend,
stock split or reverse stock split, appropriate adjustment shall be made by the
Board in the number of shares and kind of stock subject to the unexercised
portion, if any, of the Option granted hereunder, to the end that the
proportionate interest of the Optionee shall be maintained as before the
occurrence of such event.
(b) Non-survival
of Company. In the
event of a dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation, the outstanding
portion, if any, of the Option granted hereunder shall terminate, but the
Optionee shall have the right, immediately prior to such event, to exercise the
Option, in whole or in part, to the extent that such Option is then otherwise
exercisable and has not previously been exercised; provided, however, that upon
the occurrence of any such event, the Board may modify the Option granted
hereunder so as to accelerate, as a consequence of such transaction, the vesting
of the Optionee’s right to exercise such Option.
(c) Change
in Control. In the
event of any contemplated transaction which may constitute a change in control
of the Company, as provided in Section 3.2(c) of the Plan, the Board may modify
the Option granted hereunder so as to accelerate, as a consequence of such
transaction, the vesting of the Optionee’s right to exercise such
Option.
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7. Agreement
Subject to Plan. No term
or condition of this Agreement shall be construed or interpreted in a manner
contrary to the purposes and provisions of the Plan, a copy of which may be
obtained from the Secretary of the Company. Any question of interpretation
arising under the Plan or this Agreement shall be resolved by the
Board.
8. Investment
Representation.
(a) The
Optionee acknowledges that the Option has not been, and the Stock may not upon
issuance be registered under the Securities Act of 1933, as amended (the
“Act”). The
Optionee represents and warrants to the Company that the Optionee is acquiring
this Option and the Stock upon exercise of the Option for the Optionee’s own
account for the purpose of investment and not with a view toward resale or other
distribution thereof in violation of the Act. The Optionee acknowledges that the
effect of these representations and warranties is that the economic risk of the
investment in the Option and Stock may be borne by the Optionee for an
indefinite period of time. This representation and warranty shall be deemed to
be a continuing representation and warranty and shall be in full force and
effect upon such exercise of the Option granted hereby.
(b) The
Company may place a legend on each certificate for the Stock issued pursuant
hereto, or any certificate issued in exchange therefor, stating, if such be the
case, that such securities are not registered under the Act and setting forth or
referring to the restriction on transferability and sale thereof imposed by the
Act or any applicable state securities law.
9. Restrictions
on Transfers. The
Option granted hereunder may not be transferred by the Optionee. Subject to the
provisions of Section 3(b) hereto, the Option shall be exercisable only by the
Optionee during the Optionee’s lifetime.
10. Miscellaneous.
(a) All
notices provided for or contemplated herein shall be addressed as
follows:
|
If
to the Company: |
Blonder
Tongue Laboratories, Inc. |
|
Xxx
Xxxx Xxxxx Xxxx | |
|
Xxx
Xxxxxx, Xxx Xxxxxx 00000 | |
|
Attn.:
Board of Directors--Amended and Restated 1996 Director | |
|
Option
Plan |
|
If
to the Optionee: |
____________________ |
|
____________________ | |
|
____________________ |
or to
such other addresses as the parties may specify in writing.
(b) This
Agreement does not confer upon or give to the Optionee any right to continued
service on the Board for any period of time, or at any particular rate of
compensation, or with any other benefits whatsoever, and does not in any way
affect the right of the shareholders of the Company to terminate the Optionee’s
service on the Board.
(c) This
Agreement shall be construed in accordance with the laws of the State of
Delaware.
IN
WITNESS WHEREOF, the undersigned have executed, or have caused this Agreement to
be executed, as of the day and year first above written.
BLONDER
TONGUE LABORATORIES, INC. OPTIONEE
By:___________________________________
Xxxxx X.
Xxxxxx, Chief Executive Officer
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