Contract
EXHIBIT 10.13.2
Safeguard Scientifics, Inc., a Pennsylvania corporation (the “Company”), hereby grants to the
grantee named below (“Grantee”) an option (this “Option”) to purchase the total number of shares
shown below of Common Stock of the Company (the “Shares”) at the exercise price per share set forth
below, subject to all of the terms and conditions on the reverse side of this Stock Option Grant
Certificate and the Plan (the “Plan”). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to them in the Plan. The terms and
conditions set forth on the reverse side hereof and the terms and conditions of the Plan are
incorporated herein by reference. This Stock Option Grant Certificate shall constitute the
“Agreement” for this Option as such term is used in the Plan.
Grant Date:
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Type of Option:
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[Incentive Stock Option] | |||
| [Nonqualified Stock Option] | ||||
Shares Subject to Option:
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Exercise Price Per Share:
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$ | |||
Term of Option:
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years |
The stock option represented hereby shall vest as to the following portions of the underlying
shares as follows: ; provided, however, if, prior to the date this option would
otherwise become fully vested, Xxxxxxx’s employment by the Company or Grantee’s other
agreed-to-in-writing service to the Company terminates as a result of (i) death, (ii) permanent
disability, (iii) retirement on or after his or her 65th birthday, (iv) the occurrence
of a Reorganization or Change of Control (as defined in the Grantee’s employment or other written
agreement with the Company), (v) termination by the Company without cause, or (iv) termination by
the Grantee for good reason (as defined in the Grantee’s employment or other written agreement
with the Company), this option will be deemed fully vested as of the date of such termination.
Grantee hereby acknowledges receipt of a copy of the Plan, represents that Grantee has read the
Plan and understands the terms and provisions of the Plan, and accepts this Option subject to all
the terms and conditions of the Plan and this Stock Option Grant Certificate. Xxxxxxx
acknowledges that the grant and exercise of this Option, and the sale of Shares obtained through
the exercise of this Option, may have tax implications that could result in adverse tax
consequences to the Grantee and that Grantee is not relying on the Company for any tax, financial
or legal advice and will consult a tax adviser prior to any such exercise or disposition.
[If an incentive stock option: This Option is designated an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended (the “Code”). If the aggregate fair market
value of the stock on the date of the grant with respect to which incentive stock options are
exercisable for the first time by the Grantee during any calendar year, under the Plan or any
other stock option plan of the Company or a parent or subsidiary, exceeds $100,000, then the
Option, as to the excess, shall be treated as a nonqualified stock option that does not meet the
requirements of Code Section 422. If and to the extent that the Option fails to qualify as an
incentive stock option under Code Section 422, the Option shall remain outstanding according to
its terms as a nonqualified stock option. By accepting an incentive stock option under the Plan,
Xxxxxxx agrees to notify the Company in writing immediately after he or she makes a disqualifying
disposition (as described in the Code and regulations thereunder) of any stock acquired pursuant
to the exercise of incentive stock options granted under the Plan. A disqualifying disposition
is generally any disposition occurring within two years of the date the incentive stock option
was granted or within one year of the date the incentive stock option was exercised, whichever
period ends later.]
[If a nonqualified stock option: This Option is designated a nonqualified stock option. It is
not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”).]
The Company shall have the right, without the consent of Grantee, to amend the terms of this Stock
Option Grant Certificate to the extent necessary or appropriate, as determined by the Company in
its sole discretion, to conform with Section 409A of the Internal Revenue Code of 1986, as
amended.
In witness whereof, this Stock Option Grant Certificate has been executed by the Company by a duly
authorized officer as of the date specified hereon.
Safeguard Scientifics, Inc.
By:
1. Option Expiration. The Option shall automatically terminate on the earliest of the
following dates:
(a) 5 p.m. prevailing eastern time on the 90th day after the later of the date
Grantee (i) ceases to be employed by, or (ii) otherwise ceases providing agreed-to-in-writing
service to, the Company, if the termination is for any reason other than disability (as defined in
the Plan), death, cause (as defined in the Plan), retirement on or after the Grantee’s
65th birthday, involuntary termination without cause, voluntary termination with good
reason (as defined in Grantee’s employment or other written agreement with the Company) or Change
of Control Termination;
(b) 5 p.m. prevailing eastern time on the one-year anniversary date of the later of the date
Grantee (i) ceases to be employed by, or (ii) otherwise ceases providing agreed-to-in-writing
service to, the Company on account of the Grantee’s disability;
(c) 5 p.m. prevailing eastern time on the one-year anniversary date of the later of the date
Grantee (i) ceases to be employed by, or (ii) otherwise ceases providing agreed-to-in-writing
service to, the Company if the Grantee dies while employed by or otherwise providing
agreed-to-in-writing service to the Company or within three months after the Grantee’s employment
or other agreed-to-in-writing service ceases on account of a termination described in subparagraph
(a) above;
(d) the date on which the Grantee (i) ceases to be employed by, or (ii) otherwise ceases
providing agreed-to-in-writing service to, the Company for cause;
(e) 5 p.m. prevailing eastern time on the one-year anniversary date of the date Grantee (i)
ceases to be employed by, or (ii) otherwise ceases providing agreed-to-in-writing service to, the
Company as a result of retirement on or after the Grantee’s 65th birthday, or after such
earlier date as may be determined by the Committee, in its sole discretion, to be warranted given
the particular circumstances surrounding the earlier termination of the Grantee’s employment or
service;
(f) 5 p.m. prevailing eastern time on the [ ]-year anniversary date of the date Grantee
(i) ceases to be employed by, or (ii) otherwise ceases providing agreed-to-in-writing service to,
the Company, on account of the Grantee’s involuntary termination without cause or voluntary
termination with good reason (as defined in the Grantee’s employment or other written agreement
with the Company) other than a Change of Control Termination (as defined in the Grantee’s
employment or other written agreement with the Company); or
(g) where there has been a Change of Control Termination (as defined in the Grantee’s
employment or other written agreement with the Company), 5 p.m. prevailing eastern time on the
[ ]-year anniversary date of the later of the date Grantee (i) ceases to be employed by, or
(ii) otherwise ceases providing agreed-to-in-writing services to, the Company, on account of the
Grantee experiencing a Change of Control Termination.
Notwithstanding the foregoing, in no event may the Option be exercised after the expiration of
the Term of Option specified on the reverse side. Other than as specifically set forth herein, any
portion of the Option that is not vested at the later of the date Grantee (i) ceases to be employed
by, or (ii) otherwise ceases providing agreed-to-in-writing service to, the Company shall
immediately terminate.
In the event Xxxxxxx’s employment or other agreed-to-in-writing service to the Company is
terminated for cause, the Grantee shall automatically forfeit all shares underlying any exercised
portion of an Option for which the Company has not yet delivered the share certificates upon refund
by the Company of the exercise price paid by the Grantee for such shares.
2. Exercise Procedures.
(a) Subject to the provisions of this Stock Option Grant Certificate and the Plan, the Grantee
may exercise part or all of the vested Option by giving the Company written notice of intent to
exercise in the manner provided in Paragraph 11 below, specifying the number of Shares as to which
the Option is to be exercised. On the delivery date, the Grantee shall pay the exercise price (i)
in cash, (ii) by delivering Shares of the Company (duly endorsed for transfer or accompanied by
stock powers signed in blank) which shall be valued at their fair market value on the date of
delivery, (iii) by payment through a broker in accordance with procedures permitted by Regulation T
of the Federal Reserve Board, or (iv) by such other method as the Committee may approve. The
Committee may impose from time to time such limitations as it deems appropriate on the use of
Shares of the Company to exercise the Option.
(b) The obligation of the Company to deliver Shares upon exercise of the Option shall be
subject to all applicable laws, rules, and regulations and such approvals by governmental agencies
as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem
necessary or appropriate to comply with relevant securities laws and regulations. The Company may
require
that the Grantee (or other person exercising the Option after the Grantee’s death) represent that
the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale
in connection with any distribution of the Shares, or such other representation as the Board deems
appropriate. All obligations of the Company under this Stock Option Grant Certificate shall be
subject to the rights of the Company as set forth in the Plan to withhold amounts required to be
withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to
satisfy any income tax withholding obligation of the Company with respect to the Option by having
Shares withheld up to an amount that does not exceed the minimum marginal tax rate for federal
(including FICA), state and local tax liabilities.
3. Change of Control. Other than as specifically set forth in Grantee’s employment or
other written agreement with the Company and this Stock Option Grant Certificate, the provisions of
the Plan applicable to a Change of Control shall apply to the Option, and, in the event of a Change
of Control, the Board may take such actions as it deems appropriate pursuant to the Plan.
4. Restrictions on Exercise. Only the Grantee may exercise the Option during the Grantee’s
lifetime. After the Grantee’s death, the Option shall be exercisable (subject to the limitations
specified in the Plan) solely by the legal representatives of the Grantee, or by the person who
acquires the right to exercise the Option by will or by the laws of descent and distribution, to
the extent that the Option is exercisable pursuant to this Stock Option Grant Certificate.
Notwithstanding the foregoing, the Committee may provide, at or after grant, that a Grantee may
transfer nonqualified stock options pursuant to a domestic relations order or to family members or
other persons or entities on such terms as the Committee may determine.
5. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of
which are incorporated herein by reference, and in all respects shall be interpreted in accordance
with the Plan. The grant and exercise of the Option are subject to the provisions of the Plan and
to interpretations, regulations and determinations concerning the Plan established from time to
time by the Committee in accordance with the provisions of the Plan, including, but not limited to,
provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the
registration, qualification or listing of the Shares, (iii) capital or other changes of the
Company, and (iv) other requirements of applicable law. The Committee shall have the authority to
interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be
conclusive as to any questions arising hereunder. This Stock Option Grant Certificate represents
the entire agreement between the parties with respect to the grant of the Option and may only be
modified or amended in a writing signed by both parties.
6. No Employment Rights. The grant of the Option shall not confer upon the Grantee any
right to be retained by or in the employ of the Company and shall not interfere in any way with the
right of the Company to terminate the Grantee’s employment or service at any time. The right of
the Company to terminate at will the Grantee’s employment or service at any time for any reason is
specifically reserved. No policies, procedures or statements of any nature by or on behalf of the
Company (whether written or oral, and whether or not contained in any formal employee manual or
handbook) shall be construed to modify this Grant Letter or to create express or implied
obligations to the Grantee of any nature.
7. No Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the
Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges
of a stockholder with respect to the Shares subject to the Option until certificates for Shares
have been issued upon the exercise of the Option.
8. No Disclosure. The Grantee acknowledges that the Company has no duty to disclose to the
Grantee any material information regarding the business of the Company or affecting the value of
the Shares before or at the time of a termination of the Grantee’s employment, including without
limitation any plans regarding a public offering or merger involving the Company.
9. Assignment and Transfers. The rights and interests of the Grantee under this Stock
Option Grant Certificate may not be sold, assigned, encumbered or otherwise transferred except, in
the event of the death of the Grantee, by will or by the laws of descent and distribution. In the
event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose
of the Option or any right hereunder, except as provided for in this Stock Option Grant
Certificate, or in the event of the levy or any attachment, execution or similar process upon the
rights or interests hereby conferred, the Company may terminate the Option by notice to the
Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights
and protections of the Company hereunder shall extend to any successors or assigns of the Company
and to the Company’s parents, subsidiaries, and affiliates. This Stock Option Grant Certificate
may be assigned by the Company without the Grantee’s consent.
10. Applicable Law. The validity, construction, interpretation and effect of this
instrument shall be governed by and determined in accordance with the laws of the Commonwealth of
Pennsylvania.
11. Notice. Any notice to the Company provided for in this instrument shall be addressed
to the Company in care of the General Counsel at the Company’s headquarters and any notice to the
Grantee shall be addressed to such Grantee at the current address shown on the payroll of the
Company, or to such other address as the Grantee may designate to the Company in writing. Any
notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post office regularly
maintained by the United States Postal Service.
