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EXHIBIT 4f
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER
ESCO ELECTRONICS CORPORATION
1999 STOCK OPTION PLAN
THIS AGREEMENT, made this day of , 19 , by
and between ESCO ELECTRONICS CORPORATION, a Missouri corporation (hereinafter
called the "Company"), and (hereinafter called
"Optionee"),
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Company
("Board of Directors") has adopted the ESCO Electronics Corporation 1999 Stock
Option Plan (the "Plan") pursuant to which options covering an aggregate of
610,000 shares of the Common Stock of the Company may be granted to officers and
other key management employees of the Company and its subsidiaries; and
WHEREAS, Optionee is now an officer or other key management
employee of the Company or a subsidiary of the Company; and
WHEREAS, the Company desires to grant to Optionee the option
to purchase certain shares of its stock under the terms of the Plan;
NOW, THEREFORE, in consideration of the premises, and of the
mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
1. Grant Subject to Plan. This option is granted under and is
expressly subject to, all the terms and provisions of the Plan, which terms are
incorporated herein by reference.
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The Committee referred to in Paragraph 4 of the Plan ("Committee") has been
appointed by the Board of Directors, and designated by it, as the Committee to
make grants of options.
2. Grant and Terms of Option. Pursuant to action of the
Committee, which action was taken on February 9, 1999 ("Date of Grant"), the
Company grants to Optionee the option to purchase all or any part of
( ) shares of the Common Stock of the Company, of the par value of
$0.01 per share ("Common Stock"), for a period of ten (10) years from the Date
of Grant, at the purchase price of $ per share; provided, however, that
the right to exercise such option shall be, and is hereby, restricted so that no
shares may be purchased prior to October 1, 2000; that at any time during the
term of this option on or after October 1, 2,000, Optionee may purchase up to
33-1/3% of the total number of shares to which this option relates; that at any
time during the term of this option on or after October 1, 2001, Optionee may
purchase up to an additional 33-1/3% of the total number of shares to which this
option relates; and that at any time on or after October 1, 2002, Optionee may
purchase up to an additional 33-1/3% of the total number of shares to which this
option relates; so that on October 1, 2002 during the term hereof, Optionee will
have become entitled to purchase the entire number of shares to which this
option relates. Notwithstanding the foregoing, in the event of a Change of
Control (as hereinafter defined) Optionee may purchase 100% of the total number
of shares to which this option relates.
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In no event may this option or any part thereof be exercised after the
expiration of ten (10) years from the Date of Grant. The purchase price of the
shares subject to the option may be paid for (i) in cash, (ii) in the discretion
of the Committee, by tender of shares of Common Stock already owned by Optionee,
or (iii) in the discretion of the Committee, by a combination of methods of
payment specified in clauses (i) and (ii), all in accordance with Paragraph 8 of
the Plan. For the purposes of this Agreement, a Change of Control means:
a. The purchase or other acquisition (other than from the
Company) by any person, entity or group of persons, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended
(the ("Exchange Act") (excluding, for this purpose, the Company or its
subsidiaries or any employee benefit plan of the Company or its
subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either the
then-outstanding shares of common stock of the Company or the combined
voting power of the Company's then-outstanding voting securities entitled
to vote generally in the election of directors; or
b. Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Board" and, as of the date hereof,
the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any person who becomes a director
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subsequent to the date hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board (other than an
individual whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election of directors
of the Company, as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) shall be, for purposes of this section,
considered as though such person were a member of the Incumbent Board; or
c. Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case with respect to which
persons who were the stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own
more than 50% of, respectively, the common stock and the combined voting
power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated corporation's then-outstanding voting
securities, or of a liquidation or dissolution of the Company or of the
sale of all or substantially all of the assets of the Company.
3. Anti-Dilution Provisions. In the event that, during the term of this
Agreement, there is any change in the number of shares of outstanding Common
Stock of the Company by reason of stock dividends, recapitalizations, mergers,
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consolidations, split-ups, combinations or exchanges of shares and the like, the
number of shares covered by this option agreement and the price thereof shall be
adjusted, to the same proportionate number of shares and price as in this
original agreement.
4. Investment Purpose. Optionee represents that, in the
event of the exercise by him of the option hereby granted, or any part thereof,
he intends to purchase the shares acquired on such exercise for investment and
not with a view to resale or other distribution; except that the Company, at its
election, may waive or release this condition in the event the shares acquired
on exercise of the option are registered under the Securities Act of 1933, or
upon the happening of any other contingency which the Company shall determine
warrants the waiver or release of this condition. Optionee agrees that the
certificates evidencing the shares acquired by him on exercise of all or any
part of this option, may bear a restrictive legend, if appropriate, indicating
that the shares have not been registered under said Act and are subject to
restrictions on the transfer thereof, which legend may be in the following form
(or such other form as the Company shall determine to be proper), to-wit:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, but have been
issued or transferred to the registered owner pursuant to
the exemption afforded by Section 4(2) of said Act. No
transfer or assignment of these shares by the registered
owner shall be valid or effective, and the issuer of these
shares shall not be required to give any effect to any
transfer or attempted transfer of these shares, including
without limitation, a
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transfer by operation of law, unless (a) the issuer shall
have received an opinion of its counsel that the shares may
be transferred without requirement of registration under
said Act, or (b) there shall have been delivered to the
issuer a 'no-action' letter from the staff of the Securities
and Exchange Commission, or (c) the shares are registered
under said Act."
5. Non-Transferability. Neither the option hereby granted nor
any rights thereunder or under this Agreement may be assigned, transferred or in
any manner encumbered except by will or the laws of descent and distribution,
and any attempted assignment, transfer, mortgage, pledge or encumbrance except
as herein authorized, shall be void and of no effect. The option may be
exercised during Optionee's lifetime only by him.
6. Termination of Employment. In the event of the termination
of employment of Optionee other than by death, the option granted may be
exercised at the times and to the extent provided in paragraph 9
of the Plan.
7. Death of Optionee. In the event of the death of Optionee
during the term of this Agreement and while he is employed by the Company (or a
subsidiary), or within three (3) months after the termination of his employment
(or one (l) year in the case of the termination of employment of an Optionee who
is disabled as provided in the Plan), this option may be exercised, to the
extent that he was entitled to exercise it at the date of his death, by a
legatee or legatees of Optionee under his last will, or by his personal
representatives or distributees, at any time within a period of one (1) year
after his death, but not after ten (10) years from the date hereof, and
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only if and to the extent that he was entitled to exercise the option at the
date of his death.
8. Shares Issued on Exercise of Option. It is the intention
of the Company that on any exercise of this option it will transfer to Optionee
shares of its authorized but unissued stock or transfer Treasury shares, or
utilize any combination of Treasury shares and authorized but unissued shares,
to satisfy its obligations to deliver shares on any exercise hereof.
Notwithstanding the foregoing, so long as the Deposit and Trust Agreement
referred to in Paragraph 2 of the Plan remains in effect, Optionee will be
issued Common Stock Trust Receipts upon exercise of this option in lieu of
shares of Common Stock in accordance with the terms of said Agreement.
9. Committee Administration. This option has been granted
pursuant to a determination made by the Committee, and such Committee or any
successor or substitute committee authorized by the Board of Directors or the
Board of Directors itself, subject to the express terms of this option, shall
have plenary authority to interpret any provision of this option and to make any
determinations necessary or advisable for the administration of this option and
the exercise of the rights herein granted, and may waive or amend any provisions
hereof in any manner not adversely affecting the rights granted to Optionee by
the express terms hereof.
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10. Option Not an Incentive Stock Option. This option shall
not be treated as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed on its behalf by its Vice President and to be attested by its
Secretary under the seal of the Company, pursuant to due authorization, and
Optionee has signed this Agreement to evidence his acceptance of the option
herein granted and of the terms hereof, all as of the date hereof.
ESCO ELECTRONICS CORPORATION
By
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Vice President
ATTEST:
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Secretary
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Optionee
