EXHIBIT 10.54
NONINCENTIVE STOCK OPTION AGREEMENT FOR THE
1994 EMPLOYEE STOCK OPTION PLAN FOR
POLYPHASE CORPORATION
A Nonincentive Stock Option (the "Option") for a total of 30,000 shares of
Common Stock, par value $0.01 per share, of Polyphase Corporation (the
"Company") is hereby granted to
XXXXXX X. XXXXXXXX
(the "Optionee") at the price determined as provided in, and in all respects
subject to the terms, definitions and provisions of, the 1994 Employee Option
Plan for Polyphase Corporation (the "Plan"), which is incorporated herein by
reference.
1. Option Price. The option price is $2.00 for each share.
------------
2. Exercise of Option. This Option shall be exercisable in accordance with the
------------------
provisions of the Plan as follows:
(i) Schedule of Rights to Exercise. This option shall be exercisable, in
------------------------------
whole or in part, immediately on the date of grant.
(ii) Method of Exercise. This Option shall be exercisable by a written
------------------
notice which shall:
a. state the election to exercise the Option and the number of shares in
respect of which it is being exercised;
b. be signed by the person or persons entitled to exercise the Option,
and if the Option is being exercised by any person or persons other
than the Optionee, be accompanied by proof, satisfactory to the
Company, of the right of such person or persons to exercise the
Option; and
(iii) Payment. Payment of the purchase price of any shares with respect
-------
to which this Option is being exercised shall be by cash, certified or
bank cashier's check, money order, personal check, with shares of
Common Stock of the Company or by a combination of the above delivered
to the Company and their exercise shall not be effective until such
payment is made. If the exercise price is paid in whole or in part
with shares of Common Stock of the Company, the value of the shares
surrendered shall be the Fair Market Value on the date received by the
Company. The certificate or certificates for shares of Common Stock as
to which the Option shall be exercised shall be registered in the name
of the person or persons exercising the Option.
(iv) Withholding. The Optionee shall make satisfactory arrangements for
-----------
the withholding of any amounts necessary for withholding in accordance
with applicable federal or state income tax laws.
(v) Restrictions on Exercise.
------------------------
(a) This Option may not be exercised if the issuance of the shares
upon such exercise would constitute a violation of any applicable
federal or state securities or other law or valid regulation. As a
condition to the exercise of this Option, the Company may require
the person exercising this Option to make any arrangements and
undertakings that may be required by any applicable law or
regulation.
(b) Shares issued upon exercise of this Option without registration of
such shares under the Securities Act of 1933, as amended (the
"Act"), shall be restricted securities subject to the terms of
Rule 144 under the Act. The certificates representing any such
shares shall bear an appropriate legend restricting transfer and
the transfer agent of the Company shall be given stop transfer
instructions with respect to such shares.
(vi) Surrender of Option. Upon exercise of this Option in part, if
-------------------
requested by the Company, the Optionee shall deliver this Option and
any other written agreements executed by the Company and the Optionee
with respect to this Option to the Company who shall endorse or cause
to be endorsed thereon a notation of such exercise and return all
agreements to the Optionee.
3. Non-transferability of Option. This Option may not be transferred by the
-----------------------------
Optionee otherwise than by will or the laws of descent and distribution and
so long as an Optionee lives, only such Optionee or his guardian or legal
representative shall have the right to exercise this Option. The terms of
this option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
4. Term of Option. This Option may not be exercised after the expiration of
--------------
ten (10) years from the Date of Grant of this Option and is subject to
earlier termination as provided in the Plan. This Option may be exercised
during such term only in accordance with the Plan and the terms of this
Option.
5. Law Governing. THIS OPTION IS INTENDED TO BE PERFORMED IN THE STATE OF
-------------
TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF SUCH STATE.
2
Date of Grant: July 23, 1996
POLYPHASE CORPORATION
By: /s/ Xxxx X. Xxxxxx
--------------------------
President
ATTEST:
/s/ Xxx X. XxXxxxxx
------------------------------
Secretary
Optionee acknowledges receipt of a copy of the Plan and represents that he is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all the terms and provisions of the Plan. Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Committee (as defined in the Plan) upon any questions arising under the Plan.
/s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Optionee
3
