Exhibit 10.15
Outside Directors
4/24/92
ELECTROMAGNETIC SCIENCES, INC.
1992 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, entered into as of the __th day
of _______, 199_ (the "Date of Grant"), by and between
Electromagnetic Sciences, Inc., a Georgia corporation
(hereinafter referred to as the "Corporation"), and
______________ (hereinafter referred to as the "Director").
W I T N E S S E T H
WHEREAS, the Board of Directors (the "Board") of the
Corporation has adopted a stock incentive plan for directors,
officers and employees of the Corporation or its subsidiary
corporations, which Plan, as amended, is known as the
"Electromagnetic Sciences, Inc. 1992 Stock Incentive Plan"
(hereinafter referred to as the "Plan");
WHEREAS, on the Date of Grant the Director has been elected
to serve as a member of the Board, to whom the Corporation's
success is closely tied, and has agreed to so serve; and
WHEREAS, the Plan provides for the automatic one-time grant,
to each director who is not an employee of the Company or of any
parent or subsidiary of the Company, of a stock option to
purchase shares of the Corporation's common stock as hereinafter
set forth, and the Corporation and the Director desire to enter
into a written agreement with respect to such option in
accordance with the Plan.
NOW, THEREFORE, as an incentive and to encourage stock
ownership, and in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Incorporation of Plan. This option is granted pursuant to
the provisions of the Plan and the terms and definitions of the
Plan, as it may be amended from time to time, are incorporated
herein by reference in this Stock Option Agreement and made a
part hereof. A copy of the Plan has been delivered to, and
receipt is hereby acknowledged by, the Director.
2. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, the Corporation hereby
evidences its grant to the Director of the right and option
(hereinafter referred to as the "Option") to purchase all or any
part of an aggregate of Ten Thousand (10,000) shares of the
Corporations's $.10 par value common stock (the "Common Stock")
beginning as follows:
First Date Number of
Exercisable Shares
__________, 199_ 2,000
__________, 199_ 2,000
__________, 199_ 2,000
__________, 199_ 2,000
__________, 199_ 2,000
This Option shall expire and is not exercisable after 5:00 p.m.,
Atlanta time, on ______, 200_ (the "Expiration Date"). This
option is not an incentive stock option as defined and
contemplated in Section 422 of the Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder.
Notwithstanding the beginning date or dates for exercise set
forth in the preceding paragraph of this Section, but subject to
the provisions of such paragraph with respect to expiration of
this Option, this Option may be exercised as to all or any
portion of the full number of shares subject thereto if the
Corporation is registered under the Securities Exchange Act of
1934, as amended (the "Act"), and either (a) a tender offer or
exchange offer has been made for shares of the Common Stock,
other than one made by the Corporation, provided that the
corporation, person or other entity making such offer purchases
or otherwise acquires shares of Common Stock pursuant to such
offer, or (b) any person or group (as such terms are defined in
Section 13(d)(3) of the Act), becomes the holder of 50% or more
of the outstanding shares of Common Stock. If either of the
events specified in this paragraph have occurred, this Option
shall be fully exercisable: (x) in the event of (a) above, during
the period commencing on the date the tender offer or exchange
offer is commenced and ending on the date such offer expires and
is not extended; or (y) in the event of (b) above, during the 30
day period commencing on the date upon which the Corporation is
provided a copy of a Schedule 13D of amendment thereto filed
pursuant to Section 13(d) of the Act and the rules and
regulations promulgated thereunder, indicating that any person or
group has become the holder of 50% or more of the outstanding
shares of Common Stock. In the case of (a) above, if the
corporation, person or other entity making the offer does not
purchase or otherwise acquire shares of Common Stock pursuant to
such offer, then the Director's right under this paragraph to
exercise this Option shall terminate, the Director and the
Corporation shall rescind any exercise of this Option pursuant to
this paragraph, and this Option shall be reinstated as if such
exercise had not occurred.
3. Purchase Price. The price per share to be paid by the
Director for the shares subject to this Option shall be _____ and
__/100 Dollars ($ ).
4. Exercise Terms. Beginning on the dates specified above,
and prior to the expiration of this Option as provided in Section
2 hereof, the Director may exercise this Option as to all such
number of shares, or as to any part thereof, at any time and from
time to time during the remaining term of this Option; provided
that the Director must exercise this Option for at least the
lesser of 100 shares or the unexercised portion of this Option.
In the event this Option is not exercised with respect to all or
any part of the shares subject to this Option prior to its
expiration, the shares with respect to which this Option was not
exercised shall no longer be subject to this Option.
5. Option Non-Transferable. This Option and all rights
hereunder are neither assignable nor transferable by the Director
otherwise than by will or under the laws of descent and
distribution, or pursuant to a Qualified Domestic Relations
Order, and during the Director's lifetime this Option is
exercisable only by him (or by his guardian or legal
representative, should one be appointed, or qualified
transferee). More particularly (but without limiting the
generality of the foregoing), this Option may not be assigned,
transferred (except as aforesaid), pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other
disposition of this Option contrary to the provisions hereof
shall be null and void and without legal effect.
6. Notice of Exercise of Option. This Option may be
exercised by the Director, or by his administrator, executor,
personal representative or qualified transferee, by a written
notice (in substantially the form of the "Notice of Exercise"
attached hereto as Exhibit A) signed by the Director, or by such
administrator, executor, personal representative or qualified
transferee, and delivered to the Corporation at its principal
office in Norcross, Georgia, to the attention of the Chief
Executive Officer, Treasurer or such other officer as the
Corporation may designate. Any such notice shall (a) specify the
number of shares of Common Stock which the Director or such
administrator, executor, personal representative or qualified
transferee, as the case may be, then elects to purchase
hereunder, and (b) be accompanied by (I) a certified or cashier's
check payable to the Corporation, or personal check acceptable to
the Corporation, in payment of the total price applicable to such
shares as provided herein, or (ii) (subject to any restrictions
referred to in Exhibit A) shares of Common Stock, owned by him or
her and-duly endorsed or accompanied by stock transfer powers,
having a Fair Market Value equal to the total purchase price
applicable to such shares purchased hereunder, or (iii) such a
check, and the number of such shares who Fair Market Value when
added to the amount of the check equals the total purchase price
applicable to such shares purchased hereunder. Such notice shall
also be accompanied by such a check or shares of Common Stock in
payment of applicable withholding and employment taxes, or the
person exercising this Option shall authorize the withholding of
shares of Common Stock otherwise issuable under this Option in
payment of such taxes, all as set forth on Exhibit A and subject
to any restrictions referred to therein. Upon receipt of any such
notice and accompanying payments, and subject to the terms
hereof, the Corporation agrees to cause to be issued to the
Director or to his administrator, executor, personal
representative or qualified transferee, as the case may be, stock
certificates for the number of shares specified in such notice
registered in the name of the person exercising this Option.
7. Adjustment in Option. If prior to the complete exercise
of this Option, there shall be a change in the outstanding Common
Stock by reason of one or more stock splits, stock dividends,
combinations or exchanges of shares, recapitalizations or similar
capital adjustments, the number, kind and option price of the
shares remaining subject to this Option shall be equitably
adjusted in accordance with the terms of the Plan, so that the
proportionate interest in the Corporation represented by the
shares then subject to the Option shall be the same as before the
occurrence of such event.
8. Termination as a Director. If the Director for any reason
ceases to be a member of the Board of Directors of the
Corporation (such event being hereinafter referred to as a
"Termination"), then:
(a) To the extent this option shall have become exercisable on or
prior to the date of Termination, it shall remain exercisable
until the Expiration Date; and
(b) Any portion of this Option that had not become exercisable on
or prior to the date of Termination shall immediately terminate
and shall not thereafter become exercisable.
This Option does not confer upon the Director any right with
respect to continuance as a member of the Board of Directors of
the Corporation.
9. Binding Agreement. This Agreement shall be binding upon
the parties hereto and their representatives, successors and
assigns.
IN WITNESS WHEREOF, the Corporation has caused this Stock
Option Agreement to be executed on behalf of the Corporation and
the Corporation's seal to be affixed hereto and attested by the
Secretary of the Corporation, and the Director has executed this
Agreement under his seal, all as of the day and year first above
written.
ELECTROMAGNETIC SCIENCES, INC.
[CORPORATE SEAL]
ATTEST: By:
Chief Executive Officer
Secretary DIRECTOR:
EXHIBIT A
ELECTROMAGNETIC SCIENCES, INC.
1992 STOCK INCENTIVE PLAN
NOTICE OF EXERCISE
OF STOCK OPTION
The undersigned hereby notifies Electromagnetic Sciences,
Inc. (the "Corporation") of his election to exercise his option
to purchase shares of the Corporation's common stock, $.10
par value (the "Common Stock"), pursuant to that Stock Option
Agreement (the "Agreement) between ("Director") and
the Corporation dated ________, 199_. Accompanying this Notice is
(1) a certified or a cashier's check (or other check acceptable
to the Corporation) in the amount of $ payable to the
Corporation, and/or (2) (subject to such restrictions as may be
determined to be necessary or appropriate to avoid earnings
charges or other adverse consequences to the Corporation under
applicable accounting or tax rules or regulations) shares
of the Common Stock presently owned by the undersigned and duly
endorsed or accompanied by stock transfer powers, having an
aggregate Fair Market Value (as defined in the Electromagnetic
Sciences, Inc. 1992 Stock Incentive Plan) on the date hereof of $
, such amounts being equal, in the aggregate, to the
purchase price per share set forth in Section 3 of the Agreement
multiplied by the number of shares being hereby purchased (in
each instance subject to appropriate adjustment pursuant to
Section 7 of the Agreement).
Also accompanying this Notice is my check in the amount of $
, in payment of federal and state income withholding
and employment taxes applicable to this exercise. The amount of
such payment is based on advice received from appropriate
officials of the Corporation responsible for the administration
of its payroll and employment tax obligations. Alternatively, or
in addition, and subject to such restrictions as may be
determined to be necessary or appropriate to comply with Rule
16b-3 under the Securities Exchange Act of 1934, or to avoid
earnings charges or other adverse consequences to the Corporation
under applicable accounting or tax rules or regulations, in full
or partial payment of such taxes:
(1) I deliver herewith an additional shares of the
Common Stock presently owned by me, having an aggregate Fair
Market Value on the date hereof of $ ; and/or
(2) I hereby authorize the Corporation to withhold, from the
shares of Common Stock otherwise issuable to me pursuant to this
exercise, such shares having an aggregate Fair
Market Value on the date hereof of $ .
The sum of (i) any such check plus (ii) the Fair Market Value on
the date hereof of any shares of Common Stock specified in the
foregoing clauses (1) and (2) is not less than the amount of
federal and state withholding and employment taxes applicable to
this exercise, and is not greater than the total of all federal
and state income and employment taxes to be owed by me as a
result of such exercise.
IN WITNESS WHEREOF, the undersigned has set his hand and
seal, this day of , .
DIRECTOR OR HIS ADMINISTRATOR, EXECUTOR,
PERSONAL REPRESENTATIVE OR QUALIFIED
TRANSFEREE
