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Exhibit 10.21
STOCK OPTION AGREEMENT
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THIS STOCK OPTION AGREEMENT is made as of the date set forth on the
signature page hereof by and between Universal Electronics Inc., a Delaware
corporation (the "Corporation") and the undersigned Optionee (the "Optionee").
As used in this Agreement, the term "Corporation" shall include, where
applicable, any and all of its subsidiaries.
WHEREAS, the Board of Directors of the Corporation (the "Board") has
approved the Universal Electronics Inc. 1995 Stock Incentive Plan (the "Plan")
and has submitted the Plan to the stockholders of the Corporation for their
approval; and
WHEREAS, the Corporation desires to grant to the Optionee an option
("Option") to purchase shares of the Corporation's common stock, par value $0.01
per share (the "Stock"), upon the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, the parties, intending to be legally bound, hereto
agree as follows:
1. GRANT AND DESIGNATION OF OPTION. Upon the execution and delivery of
this Agreement and the related Stock Option Certificate of even date herewith
(the "Certificate"), the Corporation hereby grants to the Optionee the Option to
purchase the aggregate number of shares of Stock set forth on the Certificate at
the price per share ("Option Price") further set forth on the Certificate. The
Option granted hereunder shall not be treated as an incentive stock option
within the meaning of Section 422A of the Internal Revenue Code of 1986, as
amended.
2. TERM AND EXERCISE OF OPTION. Subject to earlier termination,
acceleration or cancellation of the Option as provided herein, the term of the
Option shall be for that period of time also set forth on the Certificate (the
"Option Period") and, subject to the provisions of this Agreement, the Option
shall be exercisable at such times and as to such number of shares as determined
on the schedule set forth on the Certificate.
3. METHOD OF EXERCISE. The Option may be exercised by written notice to
the Corporation (the "Exercise Notice") at its offices at 0000 Xxxxxxxxxx
Xxxxxxx Xxxx, Xxxxxxxxx, Xxxx 00000 (or such other offices of the Corporation
which are hereinafter designated by the Corporation) to the attention of the
Secretary of the Corporation. The Exercise Notice shall state (i) the election
to exercise the Option, (ii) the total number of full shares in respect to which
it is being exercised, and (iii) shall be signed by the person or persons
exercising the Option. The Exercise Notice shall be accompanied by the
Certificate and a certified or cashier's check for the full amount of the
purchase price of such shares, or as may be permitted by the Board, by
certificates for shares of previously owned Stock in lieu of or in combination
with such cash payment. Upon receipt of the foregoing, the Corporation shall
issue the shares of Stock as to which the Option has been duly exercised and
shall return the Certificate, duly endorsed to reflect such exercise, to the
Optionee.
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4. OPTIONEE'S REPRESENTATIONS.
(a) Optionee represents and warrants that any and all shares
acquired through the exercise of rights under the Option granted pursuant to
this Agreement will be acquired for Optionee's own account and not with a view
to, or present intention of, distribution thereof in violation of the Securities
Act of 1933, as amended and the rules and regulations promulgated thereunder
(the "1933 Act") and will not be disposed of in contravention of the 1933 Act.
(b) Optionee acknowledges that Optionee is able to bear the
economic risk of the investment in any and all shares of Stock acquired through
the exercise of rights under the Option for an indefinite period of time because
the Stock has not been registered under the 1933 Act and, therefore, cannot be
sold unless subsequently registered under the 1933 Act or an exemption from such
registration is available.
(c) Optionee has reviewed this Agreement and has had an
opportunity to ask questions and receive answers concerning the terms and
conditions of the offering of Stock and has had full access to such other
information concerning the Corporation as Optionee has requested.
5. RESTRICTION ON EXERCISE. This Option may not be exercised if the
issuance of such shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation. As a condition to the
exercise of this Option, the Corporation may require Optionee to make any
representation and warranty to the Corporation as may be required by any
applicable law or regulation. All exercises of the Option must be for full
shares of Stock only. In addition, Optionee must continuously serve as a
"Non-affiliated Director" (as such term is defined within the Plan) of the
Corporation for a period of twelve (12) consecutive months from the date of this
Agreement before Optionee can exercise any part of the Option granted hereby.
6. EFFECT OF CEASING TO BE A NON-AFFILIATED DIRECTOR OF THE
CORPORATION.
(a) In the event that Optionee's service with the Corporation
terminates by reason of Optionee's death, Total Disability, retirement from
active service as a director of the Corporation, or if Optionee ceases being a
Non-affiliated Director of the Corporation, Optionee (or Optionee's estate or
representative, in the event of Optionee's death) may during the earlier of (i)
the three (3) year period following such cessation or termination or (ii) the
remaining term of the Option Period, exercise the option to the extent such
Option would on the date of exercise have been exercisable if Optionee had
continued to serve as a Non-affiliated Director of the Corporation, and, in all
events, to the extent not exercised, the Option shall terminate in its entirety
at the end of business on the applicable exercise period as set forth in this
subparagraph 6(a).
(b) For purposes of this Agreement, "Total Disability" shall
mean an event of illness or other incapacity of Optionee resulting in Optionee's
failure or inability to discharge
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Optionee's duties as a Non-affiliated Director of the Corporation for ninety
(90) or more days during any period of 120 consecutive days.
7. RIGHT OF A STOCKHOLDER. Optionee shall not have any rights as a
stockholder with respect to any shares of Stock unless and until legended
certificates for such shares of such Stock are issued.
8. WITHHOLDING OF TAXES. Whenever the Corporation is required to issue
shares of Stock upon exercise hereunder, the Corporation shall have the right to
require the recipient to remit in cash (or with the consent of the Board, shares
of Stock previously owned by the recipient or issuable upon such exercise) to
the Corporation an amount sufficient to satisfy any federal, state and/or local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares of Stock.
9. ADJUSTMENTS. In the event of any change in the outstanding shares of
Stock of the Corporation by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination, exchange of
shares or the like, the Board shall adjust the number of shares of Stock which
may be issued under the Plan and shall provide for an equitable adjustment of
any outstanding Option or shares of Stock issuable pursuant to an outstanding
Option under the Plan.
10. COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS. If the Board shall
determine, in its sole discretion, that the listing, registration or
qualification of the shares subject to the Option upon any securities exchange
or under any law or regulation, or that the consent or approval of any
governmental regulatory body is necessary or desirable in connection with the
granting of the Option or the acquisition of shares thereunder, the Optionee
shall supply the Board or the Corporation, as the case may be, with such
certificates, representations and information as the Board or the Corporation,
as the case may be, may request and shall otherwise cooperate with the
Corporation in obtaining any such listing, registration, qualification, consent
or approval.
11. ADDITIONAL RESTRICTIONS ON TRANSFER. The certificates representing
the Stock purchased upon the exercise of the Option will bear the following
legend until such shares of Stock have been registered under an effective
registration statement under the 1933 Act:
The securities represented by this certificate were originally issued
on _____________________, 19___, have not been registered under the
Securities Act of 1933, as amended, or under the securities laws of any
state or other jurisdiction (together, the "Securities Laws") and may
not be offered for sale, sold or otherwise transferred or encumbered in
the absence of compliance with such Securities Laws and until the
issuer hereof shall have received from counsel acceptable to issuer a
written opinion reasonably satisfactory to issuer that the proposed
transaction will not violate any applicable Securities Laws.
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12. NOTICES. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, delivered by overnight courier,
or mailed by first class mail, to the Optionee at Optionee's most recent address
on file in the records of the Corporation, to the Corporation at the address set
forth or established pursuant to Paragraph 3 or to such other address or to the
attention of such other person as the recipient party shall have specified by
prior written notice to the sending party. Any notice under this Agreement will
be deemed to have been given when received.
13. SEVERABILITY. This Agreement and each provision hereof shall be
valid and enforced to the fullest extent permitted by law. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision. Without limiting the
generality of the foregoing, if the scope of any provision contained in this
Agreement is too broad to permit enforcement to its fullest extent, such
provision shall be enforced to the maximum extent permitted by law, and the
parties hereby agree that such scope may be judicially modified accordingly.
14. COMPLETE AGREEMENT. This Agreement and those documents expressly
referred to herein embody the complete agreement and understanding among the
parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way.
15. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same agreement.
16. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and be enforceable by Optionee, the Corporation and
their respective permitted successors and assigns (including personal
representatives, heirs and legatees), and is intended to bind all successors and
assigns of the respective parties, except that Optionee may not assign any of
Optionee's rights or obligations under this Agreement except to the extent and
in the manner expressly permitted hereby.
17. REMEDIES. Each of the parties to this Agreement will be entitled to
enforce its rights under this Agreement specifically, to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in its favor. The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party may, in its sole discretion,
apply to any court of law or equity of competent jurisdiction for specific
performance and/or injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement, without the necessity of posting
bond or any other security.
18. WAIVER OR MODIFICATION. Any waiver or modification of any of the
provisions of this Agreement shall not be valid unless made in writing and
signed by the parties hereto. A
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waiver by either party of any breach of this Agreement shall not operate as a
waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
on the __ day of __, 199_.
OPTIONEE UNIVERSAL ELECTRONICS INC.
_________________________ By:_______________________________
Signature Its:______________________________
_________________________
Print Name
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Certificate Number: ____
UNIVERSAL ELECTRONICS INC.
STOCK OPTION CERTIFICATE
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THIS CERTIFIES THAT ____________has been awarded an OPTION to purchase
________ shares of common stock, par value $0.01 per share, of UNIVERSAL
ELECTRONICS INC. at a price per share of $____. This Certificate is issued in
accordance with and is subject to the terms and conditions of the related Stock
Option Agreement of even date herewith (the "Agreement").
THIS OPTION is not transferable except in accordance with the terms and
conditions of the Agreement.
THIS OPTION shall expire ten (10) years from the date of this
Certificate.
THIS OPTION shall be exercisable as to all or a portion of the number
of shares set forth above as follows:
On and After the Following Maximum Percentage Taking
Dates, But Prior to Expiration Into Account Prior Exercises
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-------- --%
-------- --%
-------- --%
-------- --%
IN WITNESS WHEREOF, UNIVERSAL ELECTRONICS INC. has caused this Stock
Option Certificate to be signed by its duly authorized officer the __ Day of
____199_.
UNIVERSAL ELECTRONICS INC.
By:____________________________
Its:___________________________
(See Reverse for Record of Option Exercises)
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