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EXHIBIT 10.10
STOCK OPTION AGREEMENT
KEY EMPLOYEE
This Stock Option Agreement ("Agreement") is made and entered into as of
the Date of Grant indicated below by and between COHR Inc., a Delaware
corporation (the "Company"), and the person named below as Optionee.
RECITALS
A. Optionee is an employee of the Company.
B. The Company has adopted the 1996 Stock Option Plan of COHR Inc. (the
"Plan") for the benefit of officers and managerial employees and nonemployee
members of the Company's Board of Directors.
C. The Compensation Committee of the Board of Directors of the Company
(the "Committee") has approved the grant to Optionee of an option to purchase
shares of the common stock, $.01 par value, of the Company (the "Common Stock")
under the Plan and in accordance with the other terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Grant of Option; Certain Terms and Conditions. The Company hereby
grants to Optionee, and Optionee hereby accepts, as of the Date of Grant, an
option to purchase the number of shares of Common Stock indicated below (the
"Option Shares") at the Exercise Price per share indicated below, which option
shall expire at 5:00 p.m., Pacific Time, on the Expiration Date indicated below,
or such earlier date as provided herein, and shall be subject to all of the
terms and conditions set forth in this Agreement (the "Option"). The Option
shall become exercisable to purchase the Option Shares as indicated below:
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Optionee:
Date of Grant:
Number of Option Shares:
Exercise Price per share:
Vesting Schedule (subject to Section 2 below):
Date of Grant: 25% vested
First Anniversary of Date of Grant: 50% vested
Second Anniversary of Date of Grant: 75% vested
Third Anniversary of Date of Grant: 100% vested
Expiration Date:
The Option is not intended to qualify as an incentive stock option under Section
422 of the Internal Revenue Code of 1986.
2. Accelerated Vesting.
(a) Public Offering. In the event of an underwritten public
offering of Common Stock on or after January 1, 1997 by the Company or by a
person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Company,
Optionee shall automatically become 50% vested in the nonvested portion of the
Option Shares, determined as of the date of the underwritten public offering. In
such event, the remaining nonvested portion of the Option shall thereafter vest
as follows:
(i) If the underwritten public offering occurs prior to the
first anniversary of the Date of Grant, then:
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Anniversary of
Date of Grant Percentage Vested
------------- -----------------
First Anniversary 33 1/3%
Second Anniversary 66 2/3%
Third Anniversary 100%
(ii) If the underwritten public offering occurs after the first
anniversary but prior to the second anniversary of the Date of Grant,
then:
Anniversary of
Date of Grant Percentage Vested
------------- -----------------
Second Anniversary 50%
Third Anniversary 100%
(iii) If the underwritten public offering occurs after the
second anniversary but prior to the third anniversary of the Date of
Grant, then:
Anniversary of
Date of Grant Percentage Vested
------------- -----------------
Third Anniversary 100%
(b) Change in Control. In the event of a Change in Control (as defined
in the Plan) prior to the third anniversary of the Date of Grant, Optionee shall
automatically become 100% vested in the Option Shares.
3. Termination of Option.
(a) Expiration Date. Except as otherwise provided herein, the Option
shall terminate on the Expiration Date.
(b) Death of Optionee. In the event of Optionee's death, the Option (to
the extent it was exercisable immediately preceding Optionee's death) may be
exercised within 12 months of Optionee's death, but not later than the
Expiration Date.
(c) Disability. If Optionee's employment is terminated due to Optionee's
permanent and total disability, as determined by the Committee, the Option (to
the extent it was
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exercisable as of termination of Optionee's employment) may be exercised within
12 months of Optionee's termination, but not later than the Expiration Date.
(d) Other Employment Terminations. If Optionee's employment is
terminated for any reason other than death or Optionee's permanent and total
disability, the Option (to the extent it was exercisable as of termination of
Optionee's employment) may be exercised within 3 months of Optionee's
termination, but not later than the Expiration Date.
4. Adjustments. In the event that the outstanding shares of Common Stock
are changed into or exchanged for cash or for a different number or kind of
shares or other securities of the Company, or of another corporation, by reason
of reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, stock dividend or combination of shares (other than for shares
or securities of another corporation or by reason of reorganization), then the
Committee shall make appropriate and equitable adjustments in the number and
kind of shares that may thereafter be acquired upon the exercise of the Option
and the Exercise Price per share; provided, however, that any such adjustments
in the Option shall be made without changing the aggregate Exercise Price of the
then unexercised portion of the Option.
5. Exercise. Subject to Section 3 of this Agreement, the Option shall be
exercisable during Optionee's lifetime only by Optionee or by his or her
guardian or legal representative, and after Optionee's death only by the
Optionee's Beneficiary. Optionee may designate his or her Beneficiary or
Beneficiaries or change such designation by delivery of a written Beneficiary
designation to the Company. The Option may only be exercised by the delivery to
the Company of a written notice of such exercise, accompanied by payment in full
of the aggregate Exercise Price by any one or more of the following means:
(a) Certified or cashier's check payable to the Company.
(b) By the delivery to the Company of a certificate or certificates
representing shares of Common Stock, duly endorsed or accompanied by duly
executed stock powers, which
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delivery effectively transfers to the Company good and valid title to such
shares, free and clear of any pledge, commitment, lien, claim or other
encumbrance, such shares to be valued on the basis of the aggregate Fair Market
Value (as defined in the Plan) on the date the Option is exercised, provided
that the Company is not then prohibited from purchasing or acquiring such shares
of Common Stock and provided that Optionee has either owned such shares of
Common Stock for at least 6 months (or such longer period as is determined by
the Company to be required by applicable accounting standards to avoid a charge
to the Company's earnings) or Optionee purchased such shares on the open market.
(c) Subject to the timing requirements of Section 5.5 of the Plan,
pursuant to procedures previously approved by the Company, through the sale of
the shares of Common Stock acquired on exercise of this Option through a
broker-dealer to whom you have submitted an irrevocable notice of exercise and
irrevocable instructions to deliver promptly to the Company the amount of sale
proceeds sufficient to pay for such shares, together with, if requested by the
Company, the amount of federal, state, local or foreign withholding taxes
payable by you by reason of such exercise.
6. Tax Withholding. The Company shall be entitled to require payment or
deduction from other compensation payable to Optionee of any sums required by
federal, state or local tax law to be withheld with respect to the Option in
accordance with the provisions of Section 7.6 of the Plan. Optionee may elect
the withholding ("Share Withholding") by the Company of a portion of the shares
of Common Stock otherwise deliverable to Optionee upon the exercise of the
Option to satisfy the Company's withholding obligation. Optionee's Share
Withholding election is subject to the terms and conditions in Section 7.6 of
the Plan, including the Committee's discretion to revoke Optionee's right to
elect Share Withholding at any time before such election.
7. Notices. All notices and other communications required or permitted
to be given pursuant to this Agreement shall be in writing and shall be deemed
given if delivered
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personally, or five days after mailing by certified or registered mail, postage
prepaid, return receipt requested, to the Company, at 00000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Chief Financial Officer, or to
Optionee at the address set forth beneath his or her signature on the signature
page hereto, or at such other addresses as they may designate by written notice
in the manner aforesaid.
8. Stock Exchange Requirements; Applicable Laws. Notwithstanding
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered until: (a) such shares have been admitted
to listing upon official notice of issuance on such stock exchange upon which
shares of that class are then listed, (b) the completion of any registration or
other qualification of such shares which the Committee shall, in its absolute
discretion, deem necessary or advisable, (c) any approval or other clearance
from any state or federal governmental regulatory body which the Committee
shall, in its absolute discretion, deem necessary or advisable has been obtained
and (d) the lapse of a reasonable time period following the exercise of the
Option as the Committee may establish from time to time.
9. Nontransferability. Neither the Option nor any interest therein may
be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
10. Plan. The Option is being awarded pursuant to the Plan, as in effect
on the Date of Grant, and is subject to all the terms and conditions of the
Plan, as the same may be amended from time to time, provided, however, that no
such amendment shall deprive Optionee, without his or her consent, of the Option
or any of Optionee's rights under this Agreement. The interpretation and
construction by the Committee of the Plan, this Agreement and such rules and
regulations as may be adopted by the Committee for the purpose of administering
the Plan shall be final and binding upon Optionee. Until the Option shall be
exercised or be forfeited or otherwise terminated, the Company
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shall, upon written request therefor, send a copy of the Plan in its current
form, to the holder of record of the Option.
11. Stockholder Rights. No person or entity shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of any Option Shares
until the Option shall have been duly exercised to purchase such Option Shares
in accordance with the provisions of this Agreement.
12. Employment Rights. No provision of this Agreement or of the Option
granted hereunder shall: (a) confer upon Optionee any right to continue in the
employ of the Company, or any of its subsidiaries or other affiliates, (b)
affect the right of the Company, and each of its subsidiaries or other
affiliates, to terminate the employment of Optionee, with or without cause, or
(c) confer upon Optionee any right to participate in any employee welfare or
benefit plan or other program of the Company, or any of its subsidiaries or
other affiliates, other than the Plan. Optionee hereby acknowledges and agrees
that the Company, and each of its subsidiaries or other affiliates, may
terminate the employment of Optionee at any time and for any reason, or for no
reason, unless Optionee and the Company, or such subsidiary or other affiliate,
are parties to a written employment agreement that expressly provides otherwise.
13. Amendments. This Agreement may be amended only by a writing executed
by the Company and Optionee which specifically states that it is amending this
Agreement; provided that this Agreement is subject to the power of the Board of
Directors of the Company to amend the Plan as provided therein.
14. Governing Law. This Agreement and the Option granted hereunder shall
be governed by and construed and enforced in accordance with the laws of the
State of California.
15. Severability. If any part of this Agreement is declared by any court
or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate any part of this Agreement not declared
to be unlawful or invalid. Any part so declared
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unlawful or invalid shall, if possible, be construed in a manner which gives
effect to the terms of such part to the fullest extent possible while remaining
lawful and valid.
IN WITNESS WHEREOF, the Company and the Optionee have duly executed this
Agreement as of the Date of Grant.
COHR INC., a Delaware corporation
By:
Title:
BY SIGNING BELOW, OPTIONEE ACKNOWLEDGES RECEIPT OF A
COPY OF THE PLAN, REPRESENTS THAT HE OR SHE IS FAMILIAR
WITH THE TERMS AND PROVISIONS THEREOF AND HEREBY ACCEPTS
THIS OPTION SUBJECT TO ALL OF THE TERMS AND PROVISIONS
THEREOF. OPTIONEE FURTHER ACKNOWLEDGES THAT HE OR SHE
HAS REVIEWED THE PLAN AND THIS AGREEMENT IN THEIR
ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF
COUNSEL PRIOR TO EXECUTING THIS AGREEMENT AND FULLY
UNDERSTANDS ALL PROVISIONS OF THIS AGREEMENT. OPTIONEE
HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL
INTERPRETATIONS OF THE BOARD OF DIRECTORS OR OF THE
COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN.
OPTIONEE
_____________________________________________
Signature
_____________________________________________
Xxxxxx Xxxxxxx
_____________________________________________
City, State and Zip Code
_____________________________________________
Social Security Number
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STOCK OPTION AGREEMENT
NONEMPLOYEE DIRECTOR
This Stock Option Agreement ("Agreement") is made and entered into as of
the Date of Grant indicated below by and between COHR Inc., a Delaware
corporation (the "Company"), and the person named below as Optionee.
RECITALS
A. Optionee is a member of the Board of Directors of the Company
("Board") and is not an employee of the Company ("Nonemployee Director").
B. The Company has adopted the 1996 Stock Option Plan of COHR Inc. (the
"Plan") for the benefit of officers and managerial employees and Nonemployee
Directors.
C. The Compensation Committee of the Board of Directors of the Company
(the "Committee") has approved the grant to Optionee of an option to purchase
shares of common stock, $.01 par value, of the Company (the "Common Stock")
under the Plan and in accordance with the other terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Grant of Option: Certain Terms and Conditions. The Company hereby
grants to Optionee, and Optionee hereby accepts, as of the Date of Grant, an
option to purchase the number of shares of Common Stock indicated below (the
"Option Shares") at the Exercise Price per share indicated below, which option
shall expire at 5:00 p.m., Pacific Time, on the Expiration Date indicated below,
or such earlier date as provided herein, and shall be subject to all of the
terms and conditions set forth in this Agreement (the "Option"). The Option
shall become exercisable to purchase the Option Shares as indicated below:
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Optionee:
Date of Grant:
Number of Option Shares:
Exercise Price per share:
Vesting Schedule: 100% vested
Expiration Date:
The Option is not intended to qualify as an incentive stock option under Section
422 of the Internal Revenue Code of 1986.
2. Termination of Option.
(a) Expiration Date. Except as otherwise provided herein, the Option
shall terminate on the Expiration Date.
(b) Termination as Director. If Optionee's service as a member of
the Board terminates for any reason, whether such termination is due to
Optionee's resignation, removal, failure to be reelected upon the expiration of
his or her term, or otherwise, then:
(1) If such termination is due to Optionee's resignation, the
Option, and all rights of the Optionee with respect thereto, shall terminate on
the Expiration Date or, if earlier, the date of the Optionee's resignation as a
member of the Board.
(2) If such termination is due to reasons other than Optionee's
resignation, the Option, and all rights of the Optionee with respect thereto,
shall terminate on the Expiration Date or, if earlier, 90 days following the
date Optionee ceases to be a member of the Board.
3. Adjustments. In the event that the outstanding shares of Common Stock
are changed into or exchanged for cash or for a different number or kind of
shares or other securities of the Company, or of another corporation, by reason
of reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, stock dividend or combination of shares (other than
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for shares or securities of another corporation or by reason of reorganization),
then the Committee shall make appropriate and equitable adjustments in the
number and kind of shares that may thereafter be acquired upon the exercise of
the Option and the Exercise Price per share; provided, however, that any such
adjustments in the Option shall be made without changing the aggregate Exercise
Price of the then unexercised portion of the Option.
4. Exercise. Subject to Section 2 of this Agreement, the Option shall be
exercisable during Optionee's lifetime only by Optionee or by his or her
guardian or legal representative, and after Optionee's death only by the
Optionee's Beneficiary. Optionee may designate a Beneficiary or Beneficiaries or
change such designation by delivery of a written Beneficiary designation to the
Company. The Option may only be exercised by the delivery to the Company of a
written notice of such exercise accompanied by payment in full of the aggregate
Exercise Price by any one or more of the following means:
(a) Certified or cashier's check payable to the Company.
(b) By the delivery to the Company of a certificate or certificates
representing shares of Common Stock, duly endorsed or accompanied by duly
executed stock powers, which delivery effectively transfers to the Company good
and valid title to such shares, free and clear of any pledge, commitment, lien,
claim or other encumbrance, such shares to be valued on the basis of the
aggregate Fair Market Value (as defined in the Plan) on the date the Option is
exercised, provided that the Company is not then prohibited from purchasing or
acquiring such shares of Common Stock and provided that Optionee has either
owned such shares of Common Stock for at least 6 months (or such longer period
as is determined by the Company to be required by applicable accounting
standards to avoid a charge to the Company's earnings) or Optionee purchased
such shares on the open market.
(c) Subject to the timing requirements of Section 5.5 of the Plan,
pursuant to procedures previously approved by the Company, through the sale of
the shares of Common Stock
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acquired on exercise of this Option through a broker-dealer to whom you have
submitted an irrevocable notice of exercise and irrevocable instructions to
deliver promptly to the Company the amount of sale proceeds sufficient to pay
for such shares, together with, if requested by the Company, the amount of
federal, state, local or foreign withholding taxes payable by you by reason of
such exercise.
5. Tax Withholding. The Company shall be entitled to require payment or
deduction from other compensation payable to Optionee of any sums required by
federal, state or local tax law to be withheld with respect to the Option in
accordance with the provisions of Section 7.6 of the Plan Optionee may elect the
withholding ("Share Withholding") by the Company of a portion of the shares of
Common Stock otherwise deliverable to Optionee upon the exercise of the Option
to satisfy the Company's withholding obligation. Optionee's Share Withholding
election is subject to the terms and conditions in Section 7.6 of the Plan,
including the Committee's discretion to revoke Optionee's right to elect Share
Withholding at any time before such election.
6. Notices. All notices and other communications required or permitted
to be given pursuant to this Agreement shall be in writing and shall be deemed
given if delivered personally, or five days after mailing by certified or
registered mail, postage prepaid, return receipt requested, to the Company, at
00000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Chief
Financial Officer, or to Optionee at the address set forth beneath his or her
signature on the signature page hereto, or at such other addresses as they may
designate by written notice in the manner aforesaid.
7. Stock Exchange Requirements: Applicable Laws. Notwithstanding
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered until: (a) such shares have not been
admitted to listing upon official notice of issuance on each stock exchange upon
which shares of that class are then listed, (b) the completion of any
registration or other qualification
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of such shares which the Committee shall, in its absolute discretion, deem
necessary or advisable, (c) any approval or other clearance from any state or
federal governmental regulatory body which the Committee shall, in its absolute
discretion, deem necessary or advisable has been obtained and (d) the lapse of a
reasonable time period following the exercise of the Option as the Committee may
establish from time to time.
8. Nontransferability. Neither the Option nor any interest therein may
be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
9. Plan. The Option is being awarded pursuant to the Plan, as in effect
on the Date of Grant, and is subject to all the terms and conditions of the
Plan, as the same may be amended from time to time, provided, however, that no
such amendment shall deprive Optionee, without his or her consent, of the Option
or any of Optionee's rights under this Agreement. The interpretation and
construction by the Committee of the Plan, this Agreement, and such rules and
regulations as may be adopted by the Committee for the purpose of administering
the Plan shall be final and binding upon the Optionee. Until the Option shall be
exercised or be terminated, the Company shall, upon written request therefor,
send a copy of the Plan, in its current form, to the holder of record of the
Option.
10. Stockholder Rights. No person or entity shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of any Option Shares
until the Option shall have been duly exercised to purchase such Option Shares
in accordance with the provisions of this Agreement.
11. Director Rights. No provision of this Agreement or of the Option
granted hereunder shall confer upon Optionee any right to continue in the
service of the Company as a member of the Board and Optionee hereby acknowledges
and agrees that his election to and membership of the Board shall continue to be
governed by and subject to the Company's Articles of
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Incorporation and Bylaws, as well as applicable state statutes, regulations, and
other laws pertaining thereto.
12. Amendments. This Agreement may be amended only by a writing executed
by the Company and Optionee which specifically states that it is amending this
Agreement; provided that this Agreement is subject to the power of the Board of
Directors of the Company to amend the Plan as provided therein.
13. Governing Law. This Agreement and the Option granted hereunder shall
be governed by and construed and enforced in accordance with the laws of the
Sate of California.
14. Severability. If any part of this Agreement is declared by any court
or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate any part of this Agreement not declared
to be unlawful or invalid. Any part so declared unlawful or invalid shall, if
possible, be construed in a manner which gives effect to the terms of such part
to the fullest extent possible while remaining lawful and valid.
IN WITNESS WHEREOF, the Company and the Optionee have duly executed this
Agreement as of the Date of Grant.
COHR INC., a Delaware corporation
By:________________________________
Title:_____________________________
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BY SIGNING BELOW, OPTIONEE ACKNOWLEDGES RECEIPT OF A COPY OF THE
PLAN, REPRESENTS THAT HE OR SHE IS FAMILIAR WITH THE TERMS AND
PROVISIONS THEREOF AND HEREBY ACCEPTS THIS OPTION SUBJECT TO ALL
OF THE TERMS AND PROVISIONS THEREOF. OPTIONEE FURTHER
ACKNOWLEDGES THAT HE OR SHE HAS REVIEWED THE PLAN AND THIS
AGREEMENT IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE
ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AGREEMENT AND FULLY
UNDERSTANDS ALL PROVISIONS OF THIS AGREEMENT. OPTIONEE HEREBY
AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL INTERPRETATIONS
OF THE BOARD OF DIRECTORS OR OF THE COMMITTEE UPON ANY QUESTIONS
ARISING UNDER THE PLAN.
OPTIONEE
___________________________________
Signature
___________________________________
Xxxxxx Xxxxxxx
___________________________________
City, State and Zip Code
___________________________________
Social Security Number
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