EXHIBIT 4.2
XXXXXX COMMUNICATIONS, INC.
1995 NON-EMPLOYEE DIRECTOR
NONSTATUTORY STOCK OPTION AGREEMENT
XXXXXX COMMUNICATIONS, INC., a Minnesota corporation (the "Company"),
pursuant to the 1995 Non-Employee Director Stock Option Plan previously adopted
by the Board of Directors of the Company (the "Plan"), and in consideration of
services as a member of the Board of Directors of the Company to be rendered by
______________________ (the "Optionee"), hereby grants to the Optionee a
nonstatutory stock option (the "Option") not in accordance with Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), to purchase 2,000
shares of the Company's $.10 par value Common Stock (the "Shares") at a price of
$___________ per Share (the "Purchase Price"), equal to 100% of the fair market
value of the Common Stock on the date of grant (set forth at the end of this
Agreement), determined in accordance with Section 5 of the Plan. This grant is
made on the following terms and conditions.
NONSTATUTORY STOCK OPTION
1. The Optionee may first exercise the Option at any time on or after six
(6) months after the date of grant (set forth at the end of this Agreement) and
thereafter may exercise the Option at any time on or before ______________ ,
19__, (seven (7) years after such date of grant); provided, however, that the
Option shall not be exercisable unless and until the Plan has been approved by
the shareholders of the Company as provided in the Plan.
2. The Option shall not be transferable by the Optionee, except by will
or the laws of descent and distribution. During the Optionee's life, the Option
shall be exercisable only by the Optionee and only while and if the Optionee is
continuously serving as a Director of the Company, except as provided in Section
4 of this Agreement.
3. The Option may be exercised in whole or in part, from time to time, by
delivery to the Secretary of the Company of a written notice specifying the
number of Shares desired to be purchased and accompanied by full payment of the
Purchase Price, at the election of the Optionee, in cash and/or by delivery of
certificate(s) duly endorsed for transfer, in shares of the Company's Common
Stock already owned by the Optionee. Any shares endorsed and delivered to the
Company in payment of the Purchase Price shall be valued at the fair market
value of the shares on the date of exercise. Fair market value for this purpose
shall be determined in accordance with the Section 6(b) of the Plan. Any
fractional share not required for payment of
the Purchase Price shall be paid for by the Company in cash on the basis of the
same value utilized for such exercise.
4. All unexercised rights under the Option shall expire at the end of the
term specified in Section 1 above or on such earlier date sixty (60) days after
termination of Optionee's directorship for any reason other than by reason of
death or disability or retirement at or after age 55. In the event of the
Optionee's death, the Option may be exercised by the personal representative of
the Optionee's estate and/or by the Optionee's heirs entitled by law to the
Optionee's rights under the Option, as the case may be.
5. Unless the issuance of the Shares purchased upon the exercise of the
Option is registered with federal and state securities authorities (which is
anticipated, but for which the Company has no obligation), or is determined by
counsel for the Company to be exempt from such registration without need
therefor, the Optionee shall be required to sign and be bound by a customary
"investment letter," setting forth the Optionee's investment representation and
securities law transfer restrictions consistent with federal and state
securities law exemptions from registration for issuance of the Shares on
exercise and consistent with Rule 144 under the Securities Act of 1933 and
requisite legends shall be placed upon the certificates for the Shares. Without
regard to registration or exemption therefrom on exercise, because the Optionee
may be an affiliate of the Company within the meaning of said Rule 144,
securities law transfer restrictions consistent with said Rule 144 shall in any
event be applicable and requisite legends and stop transfer orders shall be
placed upon or against the certificates for the Shares by the Company's Transfer
Agent and Registrar.
6. If prior to the expiration of the Option, the Shares then subject to
the Option shall be affected by any recapitalization, merger, consolidation,
reorganization, stock dividend, stock split, or other change in capitalization
affecting the present Common Stock of the Company, then the number and kind of
Shares covered by this Agreement, and the Purchase Price per Share, shall be
appropriately adjusted in accordance with the Plan to prevent dilution or
enlargement of the Optionee's rights which might otherwise result.
7. It is intended that the Plan and this nonstatutory Option comply and
be interpreted in accordance with Rule 16b-3 under the Securities Exchange Act
of 1934, as amended. The provisions of the Plan pertaining to Options, to the
extent not set forth in this Agreement, are incorporated herein by reference.
IN WITNESS WHEREOF, this Non-Employee Director Nonstatutory Stock Option
Agreement is hereby executed as of the ________ day of ___________, 19__
(date of grant).
XXXXXX COMMUNICATIONS, INC.
By
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Its
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OPTIONEE:
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