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Exhibit 10.2
Optionee: Xxxxx Xxxxxx
Grant: 540,000 shares
PRO TECH COMMUNICATIONS, INC.
1996 STOCK OPTION PLAN
AMENDED AND RESTATED
NONSTATUTORY STOCK OPTION AGREEMENT
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THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (the "Agreement"),
dated April 13, 1999, is entered into between Pro Tech Communications, Inc., a
Florida corporation (the "Company"), having its principal executive office at
0000 Xxxxxxxxxx 00xx Xxxxxx, Xx. Xxxxxx, Xxxxxxx 00000 and Xxxxx Xxxxxx (the
"Optionee"), having his address at X0X Xxxxxxx Xxxxx Xxxx, Xx. Xxxxxx, FL.
The Company has granted to the Optionee the Nonstatutory Stock Option
provided for herein, subject to the terms and conditions of the Company's 1996
Stock Option Plan (the "Plan). Capitalized terms used herein and not defined
have the same meanings as set forth in the Plan.
IT IS AGREED as follows:
1. PRIOR OPTIONS GRANTED TO THE OPTIONEE. This Agreement amends and
restates in its entirety the Nonstatutory Stock Option Agreement entered into
between the parties on April 15, 1996.
2. GRANT OF OPTION. The Company granted to the Optionee on April 15,
1996 a Nonstatutory Stock Option (the "Option") to purchase (subject to
adjustment pursuant to Section 9 of the Plan) an aggregate of 540,000 of its
shares of Common Stock (the "Shares") at an option price per Share of $0.50.
3. OPTION PERIOD. The Option granted shall expire on April 13, 2001
subject to earlier termination as provided in the Plan.
4. EXERCISE OF OPTION.
A. The Optionee may immediately exercise the Option, or any portion
thereof, until April 13, 2001.
B. The Optionee may exercise the Option, or any portion thereof, by
delivering to the Company a written notice duly signed by the Optionee in the
form attached hereto as Exhibit A stating the number of Shares that the Optionee
has elected to purchase, and accompanied by payment (in cash or by certified
check) of an amount equal to the sum of (i) the full purchase price for the
Shares to be purchased, plus (ii) any withholding tax required to be paid
pursuant to Section 14(a) of the Plan. After receipt by the Company of such
notice and payment, the Company shall (subject to Section 10 of the Plan) issue
the Shares in the name of the Optionee and deliver the certificate therefor to
the Optionee. No Shares shall be issued until full payment therefor and any
withholding tax has been made, and the Optionee shall have none of the rights of
a shareholder in respect of such Shares until they are issued.
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5. EMPLOYMENT. Nothing contained in this Agreement shall confer upon
the Optionee any right to be employed by the Company nor prevent the Company
from terminating its current relationship with the Optionee at any time, with or
without cause. If the Optionee's current relationship with the Company is
terminated for any reason, the Option shall be exercisable only as to those
Shares immediately purchasable by the Optionee at the date of termination and,
subject to Section 3 hereof, thereafter as provided in the Plan.
6. TRANSFERABILITY OF OPTION. The Option may be transferred in whole or
in part.
7. TAX STATUS. The Company makes no representation or warranty
whatsoever to the Optionee as to the tax consequences of the grant or exercise
of the Option or of the disposition of Shares acquired thereunder.
8. INCORPORATION OF PLAN. The Option granted hereby is subject to, and
governed by, all the terms and conditions of the Plan, which are hereby
incorporated by reference. This Agreement, including the Plan incorporated by
reference herein, is the entire agreement among the parties hereto with respect
to the subject matter hereof and supersedes all prior agreements and
understandings. In the case of any conflict between the terms of this Agreement
and the Plan, the provisions of the Plan shall control.
9. PURCHASE FOR INVESTMENT. As a condition to the exercise in whole or
in part of the Option hereby granted, each written notice of election shall
include a representation by the Optionee that the Shares are being purchased for
investment and not for distribution or resale.
10. NOTICES. Any notice to be given by the Optionee hereunder shall be
sent to the Company at its principal executive offices, and any notice from the
Company to the Optionee shall be sent to the Optionee at his address set forth
above; all such notices shall be in writing and shall be delivered in person or
by registered or certified mail. Either party may change the address to which
notices are to be sent by notice in writing given to the other in accordance
with the terms hereof.
11. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PRO TECH COMMUNICATIONS, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: President
OPTIONEE:
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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EXHIBIT A
PURCHASE FORM
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(To be signed and delivered to
Pro Tech Communications, Inc. upon exercise of the Option)
The undersigned, the holder of the foregoing Nonstatutory Stock Option,
hereby irrevocably elects to exercise the purchase rights represented by such
Option, and to purchase thereunder shares of common stock, par value of $.001 of
Pro Tech Communications, Inc. ("Shares") and herewith makes payment of
$____________ ($____________ per share) therefor, plus $____________
($____________ per share) for withholding tax, if any, required pursuant to
Section 14(a) of the Plan and requests that the Certificates for the Shares be
issued in the name(s) of, and delivered to ___________________________ whose
address(es) is/are ____________________________________________________.
The undersigned hereby represents that the Shares being purchased by
the exercise of this Option are being purchased for investment only and not with
a view towards the sale, transfer, or distribution thereof.
The undersigned hereby agrees to notify Pro Tech Communications, Inc.
of any early disposition of the Shares, and agrees to pay any additional
withholding tax due in connection therewith, all in accordance with Section
14(b) of the Plan.
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Dated:__________________
