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EXHIBIT 10.74
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made by and between
NATIONAL MANUFACTURING TECHNOLOGIES, INC., a California corporation (the
"Corporation"), and (the "Optionee").
NOW, THEREFORE, in consideration of the mutual benefit to be derived herefrom,
the Corporation and Optionee agree as follows:
1. Grant of Option. The Corporation hereby grants to Optionee, subject to all
the terms and provisions of the NATIONAL MANUFACTURING TECHNOLOGIES, INC., 1998
Stock Option Plan dated February 12, 1998, as such Plan may be hereinafter
amended, a copy of which is attached hereto and incorporated herein by this
reference (the "Plan"), the right, privilege and option ("Option") to purchase
29,333 shares of its common stock ("Stock") at $1.2375 per share, in the manner
and subject to the conditions provided hereinafter and in the Plan and any
amendments thereto and any rules and regulations thereunder.
2. Time of Exercise of Option. The Option shall vest in Optionee and may be
exercised by Optionee as set forth on Exhibit "A" hereto. Any exercise may be
with respect to any part or all of the shares then exercisable pursuant to such
Option, provided that the minimum number of shares exercisable at any time shall
not be less than 100 shares or the balance of shares for which the Option is
then exercisable. Except as otherwise provided in the Plan, including, but not
limited to, Section 3.2.2, such Option must be exercised within the earlier of
(i) 10 years after the date of the grant, or (ii) 3 months after Optionee's
termination of employment with either the Corporation, or a Parent or Subsidiary
thereof; provided, however, such rights shall be extended as more fully set
forth in Section 3.3 of the Plan in the case of Optionee's death. In no event
shall the Corporation be required to transfer fractional shares to Optionee or
those entitled to Optionee's rights herein.
3. Method of Exercise. The Option shall be exercised by Optionee as set forth
in Sections 5.4 and 5.5 of the Plan.
4. Restrictions on Exercise and Delivery. The exercise of each Option shall be
subject to the condition that, if at any time the Committee shall determine, in
its sole and absolute discretion,
(1) the satisfaction of any withholding tax or other withholding liabilities, is
necessary or desirable as a condition of, or in connection with, such exercise
or the delivery or purchase of Stock pursuant thereto,
(2) the listing, registration, or qualification of any shares deliverable upon
such exercise is desirable or necessary, under any state or federal law, as a
condition of, or in connection with, such exercise or the delivery or purchase
of shares pursuant thereto, or
(3) the consent or approval of any regulatory body is necessary or desirable as
a condition of, or in connection with, such exercise or the delivery or purchase
of shares pursuant thereto,
then in any such event, such exercise shall not be effective unless such
with-holding, listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Committee. Optionee shall execute such documents and take such other actions as
are required by the Committee to enable it to effect or obtain such withholding,
listing, registration, qualification, consent or approval. Neither the
Corporation nor any officer or director, or member of the Committee, shall have
any liability with respect to the non-issuance or failure to sell shares as the
result of any suspensions of exercisability imposed pursuant to this Section.
5. Termination of Option. Except as otherwise provided in this Agreement or the
Plan, to the extent not previously exercised, the Option shall terminate upon
the first to occur of any of the following events:
(1) the dissolution or liquidation of the Corporation;
(2) the expiration of 10 years from the date of the grant of the Option
hereunder;
(3) the breach by Optionee of any provision of this Agreement;
(4) as more fully set forth in Section 3.2.1 of the Plan, 90 days after
termination of employment other than for "cause";
(5) as more fully set forth in Section 3.2.2 of the Plan, upon or as of the
occurrence of an event giving rise to termination of employment for "cause";
(6) as more fully set forth in Section 3.3 of the Plan, six months after an
optionee's death; or
(7) as more fully set forth in Section 6.2 of the Plan, in the event of a
Capital Transaction.
6. Nonassignability. Options may not be sold, pledged, assigned or transferred
in any manner other than by will or by the laws of intestate succession, and may
be exercised during the lifetime of Optionee only by Optionee. Any transfer by
Optionee of any Option granted under the Plan or this Agreement shall void such
Option and the Corporation shall have no further obligation with respect to such
Option. No Option shall be pledged or hypothecated in any way, nor shall any
Option be subject to execution, attachment or similar process.
7. Rights as Shareholder. Neither Optionee nor his executor, administrator,
heirs or legatees, shall be, or have any rights or privileges of a shareholder
of the Corporation in respect of the Stock unless and until certificates
representing such Stock shall have been issued in Optionee's name.
8. Restrictive Legends. Each certificate evidencing the shares acquired
hereunder, including any certificate issued to any transferee thereof, shall be
imprinted with legends substantially in the form set forth in the Plan.
9. No Right of Employment. Neither the grant nor exercise of any Option nor
anything in the Plan or this Agreement shall impose upon the Corporation or any
other corporation any obligation to employ or continue to employ any Optionee.
The right of the Corporation and any other corporation to terminate any employee
shall not be diminished or affected because an Option has been granted to such
employee.
10. Mandatory Arbitration. In the event of any dispute between the Corporation
and Optionee regarding this Agreement or the Plan, the dispute and any issue as
to the arbitrability of such dispute, shall be settled to the exclusion of a
court of law, by arbitration in San Diego, California, by a panel of three
arbitrators (each party shall choose one arbitrator and the third shall be
chosen by the two arbitrators so selected) in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect. The
decision of a majority of the arbitrators shall be final and binding upon the
parties. All costs of the arbitration and the fees of the arbitrators shall be
allocated between the parties as determined by a majority of the arbitrators, it
being the intention of the parties that the prevailing party in such a
proceeding be made whole with respect to its expenses.
11. Definitions. Capitalized terms shall have the meaning set forth in the Plan
unless otherwise defined herein.
12. Notices. Any notice to be given under the terms of this Agreement shall be
addressed to the Corporation in care of its Secretary at its principal office,
and any notice to be given to Optionee shall be addressed to such Optionee at
the address maintained by the Corporation for such person or at such other
address as the Optionee may specify in writing to the Corporation.
13. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of Optionee, his heirs and successors, and of the Corporation, its
successors and assigns.
14. Governing Law. This Agreement shall be governed by the laws of the State of
California.
15. Descriptive Headings. Titles to Sections are solely for information
purposes.
16. Application of Plan. The Corporation has delivered and the Optionee hereby
acknowledges receipt of a copy of the Plan. The parties agree and acknowledge
that the Option granted hereunder is granted pursuant to the Plan and subject to
the terms and provisions thereof, and the rights of the Optionee are subject to
modifications and termination in certain events as provided in the Plan.
IN WITNESS WHEREOF, this Agreement is effective as of, and the date of grant
shall be, OCTOBER 1, 2000.
NATIONAL MANUFACTURING TECHNOLOGIES, INC., a California corporation
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chief Executive Officer
OPTIONEE
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
EXHIBIT "A"
VESTING SCHEDULE
TO
NON-QUALIFIED STOCK OPTION AGREEMENT
DATE % VESTED
---- ---------
October 1, 2000 100%
