EXHIBIT 10.47
STOCK OPTION AGREEMENT TERMS
UNDER THE PERCEPTRON, INC.
1998 GLOBAL TEAM MEMBER STOCK OPTION PLAN
THESE STOCK OPTION AGREEMENT TERMS pertain to stock options granted
effective January 2, 2006, under the 1998 Global Team Member Stock Option Plan
(the "Plan") as detailed in the accompanying Notice of Grant of Stock Options
and Option Agreement (the "Notice") between Perceptron, Inc., a Michigan
corporation (the "Company"), and the employee named in the Notice who is
currently employed by the Company or one of its subsidiaries (the "Optionee"). A
copy of the 1998 Global Employee Stock Option Plan is not attached hereto but is
available upon written request made to the Secretary of the Company.
1. GRANT OF OPTION. Subject to the terms and conditions hereof, the
Company hereby grants to the Optionee an option to purchase from the Company up
to, but not exceeding in the aggregate, the number of shares of the Company's
Common Stock detailed in the accompanying Notice at the price per share
designated in the Notice. This option is not intended to constitute an
"incentive stock option" with the meaning of Section 422 of the Internal Revenue
Code ("Code").
2. RIGHT TO EXERCISE OPTION. Unless otherwise indicated in the Notice, the
Optionee may purchase from the Company on and after the first (1st) anniversary
of the date of grant, 25% of the shares covered by this option, and on each
succeeding one year anniversary thereof, may exercise an additional 25% of the
shares covered by the option, so that on the fourth (4th) anniversary of the
date of grant this option shall be fully exercisable. Unless a shorter period is
specified in the Notice under the "Expiration" column, and notwithstanding any
provision of this Agreement, no portion of this option shall be exercisable on
or after the tenth (10th) anniversary of the date of grant.
3. TERMINATION OF EMPLOYMENT. If, prior to the date on which this option
first shall become exercisable, the Optionee's employment with the Company or
any of its subsidiaries is terminated for any reason, the Optionee's right to
exercise this option shall terminate and all rights hereunder shall cease. As
used in this Agreement, the term "subsidiary" of the Company means any
"subsidiary corporation" as defined in Section 424(f) of the Code, the term
"employment" means employment with the Company or any subsidiary of the Company,
and the term "disability" means "total and permanent disability," as defined in
Section 22(e) of the Code.
If, on or after the date on which this option first shall become
exercisable, the Optionee's employment is terminated for any reason other than
death or disability, the Optionee shall have the right to exercise this option,
to the extent that it was exercisable and unexercised on the date of the
Optionee's termination of employment, at any time on or before the earlier of:
(i) the expiration date of the option, or (ii) three (3) months after the date
of such termination of employment, subject to any other limitation on the
exercise of such option in effect on the date of exercise.
If, on or after the date on which this option first shall become
exercisable, the Optionee's employment is terminated due to the Optionee's death
or disability, the Optionee, the executor or the administrator of the estate of
the Optionee, or the person(s) to whom the option has been transferred
by will or by the laws of descent and distribution, shall have the right to
exercise this option at any time on or before the earlier of: (i) the expiration
date of the option, or (ii) one (1) year from the date of the Optionee's death
or disability, to the extent that the option was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any other limitation
on the exercise of such option in effect on the date of exercise.
For purposes of this Agreement, the transfer of an Optionee to/from the
Company to/from any of its subsidiaries, shall not constitute a termination of
employment. In addition, a leave of absence by an Optionee shall not constitute
a termination of employment, provided the Optionee obtains the prior written
consent of the Company for such leave of absence.
4. CHANGE IN CONTROL. Notwithstanding the provisions of Section 2 "Right
to Exercise Option" and Section 3 "Termination of Employment" of this Agreement,
in the event of a Change in Control, any portion of this option that is then not
exercisable shall become immediately exercisable. For purposes hereof, a "Change
in Control" shall be deemed to have occurred in the event of (i) a merger
involving the Corporation in which the Corporation is not the surviving
corporation (other than a merger with a wholly-owned subsidiary of the
Corporation formed for the purpose of changing the Corporation's corporate
domicile); (ii) a share exchange in which the shareholders of the Corporation
exchange their stock in the Corporation for stock of another corporation (other
than a share exchange in which all or substantially all of the holders of the
voting stock of the Corporation, immediately prior to the transaction, exchange,
on a pro rata basis, their voting stock of the Corporation for more than 50% of
the voting stock of such other corporation); (iii) the sale of all or
substantially all of the assets of the Corporation; or (iv) any person or group
of persons (as defined by Section 13(d) of the Securities Exchange Act of 1934,
as amended) (other than any employee benefit plan or employee benefit trust
benefiting the employees of the Corporation) becoming a beneficial owner,
directly or indirectly, of securities of the Corporation representing more than
fifty (50%) percent of either the then outstanding Common Stock of the
Corporation, or the combined voting power of the Corporation's then outstanding
voting securities.
In the event of a Change of Control, the Company's Management Development,
Compensation and Stock Option Committee, or such other committee as determined
by the Board of Directors (the "Committee") may, in its sole discretion and
without the consent of the Optionee, cancel this option in exchange for a
payment with respect to each vested share of Common Stock as provided in Section
9 of the Plan.
5. EXERCISE OF OPTION.
(a) At any time during which this option may be exercised as provided in
this Agreement, the Optionee may exercise any portion of this option which is
then exercisable, in whole or in part, by delivering a written notice to the
Company, in the form attached hereto, signed by the Optionee.
(b) In addition, the Optionee shall deliver, on the date of exercise:
(i) cash, personal check, bank draft or money order equal to the
purchase price of the shares being purchased,
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(ii) such documents as are or may be required to effect a cashless
exercise pursuant to Section 5.3 of the 1998 Global Team Member Stock
Option Plan (the "Plan"), or
(iii) Permitted Shares with a fair market value (determined as of
the date of exercise of the option and as defined in the Plan) equal to
the purchase price of the shares being purchased (the "Delivered Shares
Method") pursuant to Section 5.3 of the Plan.
(c) "Permitted Shares" are shares of Company Common Stock to be delivered
to pay the exercise price of the option (the "Delivered Shares"):
(i) which have been owned by the Optionee for at least six (6)
months prior to the date of delivery, or
(ii) if they have not been owned by the Optionee for at least six
(6) months prior to the date of delivery, the Optionee then owns, and has
owned for at least six (6) months prior thereto, a number of shares of
Company Common Stock at least equal in number to the Delivered Shares.
(d) Shares which have been counted during the prior six (6) months as
owned by the Optionee, for purposes of determining whether the Optionee may
exercise options to purchase Common Stock pursuant to the Delivered Shares
Method, may not be used as Delivered Shares and may not be counted as owned by
the Optionee for purposes of making calculations under the Delivered Shares
Method.
6. COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any provision in this
Agreement to the contrary, the Company's obligation to sell and deliver stock
under this option is subject to such compliance with federal, state and foreign
laws, rules and regulations applying the authorization, issuance or sale of
securities, and applicable stock exchange requirements, as the Company deems
necessary or advisable.
7. NON-ASSIGNABILITY. The option hereby granted shall not be transferable
by the Optionee other than by will or by the laws of descent and distribution,
and the option may be exercised only during the Optionee's lifetime by the
Optionee. Any person to whom this option is transferred shall take such option
subject to the terms and conditions of this Agreement. No such transfer of an
option shall be effective to bind the Company unless the Company is furnished
with written notice of the transfer, and a copy of the will and/or such other
evidence as the Company may deem necessary to establish the validity of the
transfer and the acceptance by the transferee(s) of the terms and conditions of
this Agreement. No assignment or transfer of this option, or of the rights
represented thereby, whether voluntary or involuntary, by operation of law or
otherwise, shall vest in the purported assignee or transferee any interest or
right herein whatsoever, except to the extent an Optionee makes a transfer by
will or by the laws of descent and distribution.
8. DISPUTES. The granting of this option under this Agreement is
conditioned upon the agreement by the Optionee, and the Optionee's successors
and assigns, that any dispute or disagreement which may arise under or as a
result of this Agreement shall be resolved by the Committee in its sole
discretion and judgment, and that any such determination or interpretation by
the Committee of the terms of this Agreement shall be final, binding and
conclusive for all purposes.
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9. ADJUSTMENTS. In the event of any stock dividend on the Common Stock,
subdivision or combination of shares of the Common Stock, or reclassification of
the Common Stock, and in the event of a merger, consolidation, share exchange,
reorganization, recapitalization or other change in the capitalization of the
Company directly affecting the outstanding Common Stock, the rights of the
Optionee shall be determined pursuant to Section 8 of the Plan and any
adjustment to this option shall be made in accordance with Section 8 of the
Plan.
10. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a
shareholder of the Company with respect to any of the shares covered by this
option until the certificate(s) are issued upon the exercise of the option, in
full or in part, and then only with respect to the shares represented by such
certificate(s).
11. NOTICES. Any notice which relates to this Agreement shall be made in
writing and if such notice is mailed, it shall be mailed by either registered or
certified mail, with return receipt requested. Any notice to the Company either
shall be delivered or addressed to the Secretary of the Company at the Company's
headquarters. Any notice by the Company to the Optionee shall be delivered to
the Optionee personally or addressed to the Optionee at the Optionee's last
known address, as then contained in the records of the Company, or such other
address as the Optionee may designate. Either party may designate a different
address to which notices shall be addressed, provided the other party has
received sufficient notification of such designation. Any notice given by the
Company to an Optionee at the Optionee's last designated address shall be
effective to bind any other person who shall acquire any rights hereunder.
12. "OPTIONEE" TO INCLUDE CERTAIN TRANSFEREES. Whenever the word
"Optionee" is used in any provision of this Agreement under circumstances in
which the provision logically should apply to any other person(s) to whom the
option, in accordance with the provisions of Section 6 hereof, may be
transferred, the word "Optionee" shall be deemed to include such other
person(s).
13. GOVERNING LAW. This Agreement is made under and shall be construed in
accordance with the laws of the State of Michigan.
14. PROVISIONS OF PLAN CONTROLLING. The provisions of this Agreement are
subject to the terms and provisions of the Plan. Copies of the Plan are
available for review upon request. In the event a conflict arises between the
provisions of this option and the provisions of the Plan, the provisions of the
Plan shall control, except to the extent that the provisions of this option
limit or restrict the rights of an Optionee to a greater extent than that which
is set forth in the Plan.
15. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
16. CAPTIONS. The captions to the sections and subsections contained in
this Agreement are for reference only, do not form a substantive part of this
Agreement and shall not restrict or enlarge substantive provisions of this
Agreement.
17. PARTIES IN INTEREST. This Agreement shall bind and shall inure to the
benefit of the parties hereto, their respective permitted successors and
assigns.
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18. COMPLETE AGREEMENT. This Agreement shall constitute the entire
agreement between the parties hereto and shall supersede all proposals, oral or
written, and all other communications between the parties relating to the
subject matter of this Agreement.
19. MODIFICATIONS. The terms of this Agreement cannot be modified except
in writing and signed by each of the parties hereto.
20. SEVERABILITY. In the event that any one or more of the provisions of
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
21. WITHHOLDING. The Optionee hereby authorizes the Company to withhold
from his compensation or agrees to tender the applicable amount to the Company
to satisfy any requirements for withholding of income and employment taxes in
connection with the exercise of the option granted hereby.
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NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
UNDER THE PERCEPTRON, INC.
1998 GLOBAL TEAM MEMBER STOCK OPTION PLAN
Perceptron, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Dear Sir:
A non-qualified stock option, number XXXX, was granted to me on XX/XX/XXXX to
purchase XXX shares of Perceptron, Inc. Common Stock at a price of $XX.XX per
share. I hereby elect to exercise my non-qualified stock option with respect to
XXX shares for an aggregate purchase price of $X,XXX.XX.
I hereby elect to pay for such shares, plus tax withholding, as follows:
Personal Check $ ______________
Cash $ ______________
Bank Draft $ ______________
Money Order $ ______________
Cashless Exercise $ ______________
Perceptron Common Stock $ ______________
TOTAL $ ______________
A personal check (or cash, bank draft or money order) for the purchase price is
enclosed herewith. Documents as are required to effect a cashless exercise are
enclosed.
I hereby elect to exercise my stock option with respect to _____________ shares
through a combination of cash payments and shares of Perceptron, Inc. Common
Stock, as described on the attached Exhibit A. A personal check for the purchase
price to be paid in cash is enclosed herewith. Certificates for _______________
shares of Perceptron, Inc. Common Stock are enclosed herewith, along with a duly
executed stock power in proper form for transfer, with all signatures properly
guaranteed by a national bank or member firm of the NYSE or AMEX. I represent
that the shares of Perceptron, Inc. Common Stock enclosed herewith have been
owned by me for more than six months or I currently own more than ______________
shares of Perceptron, Inc. Common Stock which have been owned by me for more
than six months.
Such shares have not been counted during the prior six months as owned by me for
purposes of determining whether I may exercise options to purchase Common Stock
pursuant to the Delivered Shares Method.
I represent that the shares of stock that I am purchasing upon this exercise of
my option are being purchased for investment purposes and not with a view to
resale. This representation shall not be binding upon me if the shares of Common
Stock that I am purchasing are subject to an effective Registration Statement
under the Securities Act of 1933.
Optionee: ___________________________________ Date: _________________________
Name
