EXHIBIT F
XXXXX, XXXXXXX X.
MOBILITY ELECTRONICS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement (the "Agreement") dated as of
December 1, 1999 is entered into between Mobility Electronics, Inc., a Delaware
corporation (the "Company"), and Xxxxxxx X. Xxxxx, an employee of the Company
(the "Optionee"). In consideration of the mutual promises and covenants made
herein, the parties hereby agree as follows:
1. GRANT OF OPTION. Under the terms and conditions of the Company's Amended
and Restated 1996 Long Term Incentive Plan (the "Plan"), a copy of which is
attached hereto and incorporated herein by reference, the Company grants to the
Optionee an option (the "Option") to purchase from the Company all or any part
of a total of 200,000 shares of the Company's Common Stock, par value $.01 per
share, at a price of $2.00 per share. The Option is granted as of the date first
above written (the "Date of Grant").
2. CHARACTER OF OPTION. The Option is not an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
3. TERM. The Option will expire on the earliest of: (i) the fifth
anniversary of the Date of Grant or, (ii) one year following the termination of
Optionee's employment with the Company.
4. VESTING. Subject to the provisions of Section 6(b) of the Plan, this
option shall be exercised (and shall vest) on the basis of 4,762 shares per
month for 41 months, commencing on December 1, 1999, and 4,758 shares on the
42nd month, with such exercisability being on the first day of each such month.
Notwithstanding the above, the Option will be exercisable, and vest, in full:
(i) upon a Change In Control (as defined in the Employment Agreement of even
date herewith, by and between the Company and Optionee); or (ii) if the Common
Stock is then trading on a national securities exchange or the Nasdaq National
Market and the closing price of the Common Stock for ninety consecutive trading
dates on such exchange or the market exceeds $8.00 per share (as adjusted for
stock splits, stock dividends, reorganizations and the like occurring after the
date hereof). Notwithstanding anything herein to the contrary, except as
provided above in this Section 4, upon termination of Employee's employment with
the Company, for any reason, the unvested portion of the Option shall
immediately terminate.
5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof
shall be effected by the giving of written notice to the Company and payment of
the purchase price prescribed in Section 1 above for the shares to be acquired
pursuant to the exercise.
6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any shares
purchased pursuant to the Option shall be in cash, unless otherwise agreed to
in writing by the Compensation Committee of the Board of Directors of the
Company.
7. TRANSFER OF OPTIONS. The Option may not be transferred except by
will or the laws of descent and distribution and, during the lifetime of the
Optionee, may be exercised only by the Optionee or by the Optionee's legally
authorized representative.
8. ACCEPTANCE OF THE PLAN. The Option is granted subject to all of the
applicable terms and provisions of the Plan, and such terms and provisions are
incorporated by reference herein. The Optionee hereby accepts and agrees to be
bound by all terms and conditions of the Plan.
9. Amendment. This Agreement may be amended by an instrument in writing
signed by both the Company and the Optionee.
10. Miscellaneous. This Agreement will be construed and enforced in
accordance with the laws of the State of Delaware and will be binding upon and
inure to the benefit of any successor or assign of the Company and any executor,
administrator, trustee, guardian or other legal representative of the Optionee.
Executed as of the date first above written.
MOBILITY ELECTRONICS, INC.
By: /s/ X. XXXXXXXXX
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Title: Vice President & CFO
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OPTIONEE:
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
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Social Security Number of Optionee
2
