1
EXHIBIT NO. 10(i)
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, is effective this ____ day of ________________,
_______ between Pinnacle Data Systems, Inc., an Ohio Corporation ("Company"),
and __________________ ("Optionee").
The parties agree as follows:
1. GRANT OF OPTION
Subject to the following terms and conditions, the Company grants the
Optionee, for five (5) years commencing on the date of this Agreement, the
option ("Option") to purchase from the Company, at a price of $___________ per
share, __________ shares of the Company's Common Stock (the "Stock") pursuant to
the 1995 Stock Option Plan of the Company as Incentive Stock Options under
Section 422 of the Internal Revenue Code of 1986, as amended.
2. EXERCISE OF OPTION
Optionee, while employed by the Company, may exercise the Option by
delivering to the Company written notification specifying the number of shares
which the Optionee desires to purchase, together with cash, or check payable to
the Company for the purchase price. However, said Option may not be exercised
prior to _______________, _______________.
If the Optionee shall cease to be employed by the Company for any
reason other than death, the Optionee may exercise this Option within ninety
(90) days from the date of termination of employment.
If termination of employment is due to the death of Optionee or
Optionee dies within ninety (90) days following termination of employment, the
Option may be exercised by the Optionee's personal representative within one (1)
year after the date of death.
3. INDEPENDENT AGREEMENT
This Agreement is an independent agreement from Optionee's employment
agreement and nothing in this Agreement shall affect or restrict the right of
the Company to terminate Optionee's employment at any time, with or without
cause.
4. OPTIONEE RIGHTS
The Optionee shall have no rights as a stockholder with respect to any
share covered by the Option until he shall have become the holder of record such
share, and no adjustment shall be made for dividends or distribution or other
rights in respect of such share for which the record date is prior to the date
upon which Optionee shall become the holder of record.
The existence of the Option shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalization, or
2
reorganizations, mergers, consolidations or other changes in the Company's
capital structure or its business.
5. REGISTRATION RIGHTS
The Optionee agrees that Optionee may not exercise the Option, and that
the Company is not obligated to issue any shares to Optionee, if the exercise of
the Option or the issuance of Option shares shall constitute a violation of any
provisions of any law or regulation. Any determination in this connection by the
Board shall be final, binding and conclusive. The Company is not obligated to
register any securities pursuant to the Securities Act of 1933 (as now is effect
or as amended) or to take any other affirmative action in order to cause the
exercise of the Option or the issuance of shares to comply with any law or
regulation. The Optionee acknowledges that (s)he is aware that there are no
registration rights as to the shares issuable pursuant to the Option. Optionee
is aware that (s)he may not be able to freely dispose of the shares issued upon
the exercise of the Option.
6. MISCELLANEOUS
Every notice shall be in writing and mailed to or delivered to the last
known address furnished to the other party.
Waivers or modifications of this Agreement must be in writing and
signed by both parties.
This Agreement contains the entire agreement of the parties.
This Agreement shall be constructed in accordance with and governed by
the laws of the State of Ohio.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, legal representative, successors, and
assigns.
The parties have executed this Agreement on the effective date.
OPTIONEE:
-----------------------------------
PINNACLE DATA SYSTEMS, INC.
By:
--------------------------------
