Exhibit 10(r)(C)
STOCK OPTION AGREEMENT
----------------------
AGREEMENT made as of this 5th day of June 1995 between
MILTOPE GROUP INC., a Delaware corporation (the "Company"), and
XXXXXXX X. XXXXXXXXX residing at 0000 Xxxxx Xxxxx Xxxx, Xxxxxxxxx
Xxxxxxxx 00000 (the "Director").
WHEREAS, the Company desires, in connection with the
service of the Director on the Board of Directors of the Company,
to provide the Director with an opportunity to acquire Common
Stock, par value $.01 per share (the "Common Stock"), of the
Company on favorable terms;
NOW, THEREFORE, in consideration of the premises, the
mutual covenants herein set forth and other good and valuable
consideration, the Company and the Director hereby agree as
follows:
1. Confirmation of Grant of Option.
-------------------------------
Pursuant to a determination by the Board of Directors of the
Company made as of June 5, 1995 (the "Date of Grant"), the
Company hereby confirms that the Director has been granted
effective June 5, 1995, as a matter of separate inducement and
agreement, and in addition to and not in lieu of salary or other
compensation for services to be rendered by the Director, the
right to purchase (the "Option") 5,639 shares of Common Stock,
$.01 par value, of the Company (the "Shares"), subject to
adjustment as provided in Section 7 hereof.
2. Purchase Price.
--------------
The purchase price per share of the Shares will be $2.66 per
share, subject to adjustment as provided in Section 7 hereof.
3. Exercise of Option.
------------------
The Option may be exercised at any time during its term pursuant
to the provisions of Sections 9 and 14 hereof. Except as
provided in Section 6 hereof, the Option can only be exercised
while the Director is a member of the Board of Directors of the
Company or within one (l) year after the termination of the
Director's services as a director of the Company.
4. Term of Option.
--------------
The term of the Option shall be a period of ten (10) years from
the Date of Grant, subject to earlier termination or cancellation
as provided in this Agreement. The Option may not be exercised
after the expiration of its term.
The holder of the Option will not have any rights to
dividends or any other rights of a stockholder with respect to
any share subject to the Option until it has been issued to him
(as evidenced by the appropriate entry on the books of a duly
authorized transfer agent of the Company). The date of issuance
shall not be earlier than the Closing Date, as defined in
Section 9 hereof.
5. Non-transferability of Option.
-----------------------------
The Option is not transferable otherwise than by will or by the
laws of descent and distribution, and the Option may be exercised
during the lifetime of the Director only by him. More
particularly, but without limiting the generality of the
foregoing, the Option may not be assigned, transferred or
otherwise disposed of, or pledged or hypothecated in any way
(voluntarily or involuntarily), and is not subject to execution,
attachment or other process. Any assignment, transfer, pledge,
hypothecation or other disposition of the Option attempted
contrary to the provisions of this Agreement, or any levy of
execution, attachment or other process attempted upon the Option,
will be null and void and without effect. Any attempt to make
any such assignment, transfer, pledge, hypothecation or other
disposition of the Option or any attempt to make any such levy of
execution, attachment or other process will cause the Option to
terminate immediately upon the happening of any such event if the
Board of Directors of the Company, at any time, should, in its
sole discretion, so elect, by written notice to the Director or
to the person then entitled to exercise the Option; provided,
however, that any such termination of the Option under the
foregoing provisions of this Section 5 will not prejudice any
rights or remedies which the Company or any subsidiary thereof
may have under this Agreement or otherwise.
6. Exercise Upon Death.
-------------------
If the Director dies while still a member of the Board of
Directors of the Company or within one (1) year after the
Director's service as a director of the Company has terminated,
the Option may be exercised to the extent the Director would have
been entitled under Section 3 hereof to exercise the Option on
the day next preceding the date of his death, by the estate of
the deceased Director, or by any person who acquired the right to
exercise the Option by bequest or inheritance or by reason of the
death of the Director, at any time within six (6) months after
his death, at the end of which period the Option shall terminate.
Such period shall in no event extend the date of exercise of the
Option beyond the term thereof as provided in Section 4.
7. Adjustments.
------------
In the event of a stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation,
acquisition or disposition of property or shares, reorganization,
liquidation or other similar changes or transactions of or by the
Company, the Board of Directors of the Company will make (or will
undertake to have the Board of Directors of any corporation which
merges with, or acquires the stock or assets of, the Company
make) an adjustment of the number or class of shares then covered
by the Option, or of the purchase price per share of the Shares,
or both, as it in its sole discretion deems appropriate to give
proper effect to the event.
8. Registration.
------------
The Company may register or qualify the Shares for sale pursuant
to the Securities Act of 1933, as amended (the "Securities Act"),
at any time prior to or after the exercise in whole or in part of
the Option.
9. Method of Exercise of Option.
----------------------------
The Option is exercisable by notice and payment to the Company in
accordance with the procedure prescribed herein. Each such
notice will:
(a) State the election to exercise the Option and
the number of shares in respect of which it is being exercised;
(b) Contain a representation and agreement as to
investment intent, if required by counsel to the Company with
respect to such Shares, in form satisfactory to counsel for the
Company; and
(c) Be signed by the person entitled to exercise
the Option and, if the Option is being exercised by any person
other than the Director, be accompanied by proof, satisfactory to
counsel for the Company, of the right of that person to exercise
the Option.
Upon receipt of such notice, the Company will specify,
by written notice to the person exercising the Option, a date and
time (the "Closing Date") and place for payment of the full
purchase price of such Shares. The Closing Date will be not more
than fifteen days from the date the notice of exercise is
received by the Company unless another date is agreed upon by the
Company and the person exercising the Option or is required upon
advice of counsel for the Company in order to meet the
requirements of Section 10 hereof.
Payment of the purchase price will be made at the place
specified by the Company on or before the Closing Date by
delivering to the Company a certified or bank cashier's check
payable to the order of the Company. The Option will be deemed
to have been exercised with respect to any particular shares of
Common Stock if, and only if, the preceding provisions of this
Section 9 and the provisions of Section 10 hereof shall have been
complied with, in which event the Option will be deemed to have
been exercised on the Closing Date. Anything in this Agreement
to the contrary notwithstanding, any notice of exercise given
pursuant to the provisions of this Section 9 will be void and of
no effect if all the preceding provisions of this Section 9 and
the provisions of Section 10 have not been complied with. The
certificate(s) for shares of Common Stock as to which the Option
shall be exercised will be registered in the name of the person
exercising the Option (or, if the Option is exercised by the
Director and if the Director so requests in the notice exercising
the Option, will be registered in the name of the Director and
another person jointly, with right of survivorship) and will be
delivered on the Closing Date to the person exercising the Option
at the place specified for the closing, but only upon compliance
with all of the provisions of this Agreement. If the Director
fails to accept delivery of and pay for all or any part of the
number of shares specified in the notice upon tender or delivery
thereof on the Closing Date, his right to exercise the Option
with respect to those undelivered shares may be terminated in the
sole discretion of the Board of Directors of the Company. The
Option may be exercised only with respect to full shares.
10. Approval of Counsel.
-------------------
The exercise of the Option and the issuance and delivery of
shares of Common Stock pursuant thereto is subject to approval by
the Company's counsel of all legal matters in connection
therewith, including compliance with the requirements of the
Securities Act and the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, and the
requirements of any stock exchange upon which the Common Stock
may then be listed.
11. Resale of Common Stock.
----------------------
Before any sale or transfer of the Common Stock purchased upon
exercise of the Option, the Director will deliver to the Company
an opinion of counsel satisfactory to counsel for the Company to
the effect that either (i) the Common Stock to be sold or
transferred has been registered under the Securities Act and that
there is in effect a current prospectus meeting the requirements
of Subsection 10(a) of the Securities Act which is being or will
be delivered to the purchaser or transferee at or prior to the
time of delivery of the certificates evidencing the Common Stock
to be sold or transferred, or (ii) such Common Stock may then be
sold without violating Section 5 of the Securities Act.
The Common Stock issued upon exercise of the Option
shall bear the following legend if required by counsel for the
Company:
THE SHARES EVIDENCED BY THIS CERTIFICATE MAY
NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS
THEY HAVE FIRST BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR
UNLESS, IN THE OPINION OF COUNSEL FOR THE
COMPANY, SUCH REGISTRATION IS NOT REQUIRED.
12. Reservation of Shares.
---------------------
The Company shall at all times during the term of the Option
reserve and keep available a number of shares of the class of
stock then subject to the Option sufficient to satisfy the
requirements of this Agreement.
13. Limitation of Action.
--------------------
The Director and the Company each acknowledges that every right
of action accruing to him or it, as the case may be, and arising
out of or in connection with this Agreement against the Company
or a subsidiary thereof, on the one hand, or against the
Director, on the other hand, will, irrespective of the place
where an action may be brought, cease and be barred by the
expiration of three years from the date of the act or omission in
respect of which such right of action arises.
14. Notices.
-------
Each notice relating to this Agreement shall be in writing and
delivered in person or by certified mail to the proper address.
All notices to the Company will be addressed to it at 0000 Xxxx
Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000. All notices to the
Director or other person then entitled to exercise the Option
will be addressed to the Director or other person at the
Director's address above specified. Anyone to whom a notice may
be given under this Agreement may designate a new address by
notice to that effect.
15. Benefits of Agreement.
---------------------
This Agreement will inure to the benefit of and be binding upon
each successor and assign of the Company. All obligations
imposed upon the Director and all rights granted to the Company
under this Agreement will be binding upon the Director's heirs,
legal representatives and successors.
16. Severability.
------------
In the event that any provision of this Agreement shall be deemed
to be illegal or unenforceable, that illegality or
unenforceability will not affect the validity and enforceability
of the remaining legal and enforceable provisions hereof, which
shall be construed as if the illegal or unenforceable provision
had not been inserted.
17. Governing Law.
-------------
This Agreement will be construed and governed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed in its name by its President and its
corporate seal to be hereunto affixed and attested by its
Secretary and the Director has hereunto set his hand all as of
the day, month and year first above written.
ATTEST: MILTOPE GROUP INC.
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------------------- --------------------------
Xxxxxxx Xxxxx, Secretary Xxxxxx X. Xxxxxxx,
Acting President and Chief
Executive Officer
/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
XXXXXXX X. XXXXXXXXX
