STOCK OPTION AGREEMENT
This Agreement is made as of 13th May, 1993, by and between Xx. Xxx X.
Xxxx ("Xxxx") and Xxx Xxxxxxxx ("Optionee").
R E C I T A L S
X. Xxxx is a founder and principal shareholder of Amerigon
Incorporated (the "Company").
B. Optionee has agreed to become a director of the Company.
C. The Company and X.X. Xxxxx Investment Banking Corp. (the
"Underwriter"), have entered into a letter of intent dated March 3, 1993 (the
"LOI"), with respect to an initial public offering (the "Public Offering") of
2,000,000 shares of the Company's Class A Common Stock ("Common Stock").
D. In appreciation of Optionee's commitment to serve on the Company's
Board of Directors and service to the Company as a director, Xxxx wants to
grant Optionee an option to acquire shares of Common Stock owned by Xxxx (the
"Xxxx Shares"), some of which shares ("Xxxx Escrow Shares") are held in
escrow (the "Escrow") pursuant to a certain escrow agreement by and among
Xxxx, Underwriter, an escrow agent and certain other shareholders of the
Company (the "Escrow Agreement").
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements set forth below, the parties hereto hereby
agree as follows:
1. Grant of Option. Xxxx hereby grants to Optionee, effective on the
effective date of the Public Offering and subject to the vesting schedule set
forth herein, an option (the "Option") to acquire 10,000 Xxxx Shares (the
"Option Shares"), of which 2,500 shares (25%) are not held in Escrow (the
"Unrestricted Shares") and 7,500 shares (75%) are held in Escrow (the "Escrow
Shares").
2. Option Price. Subject to the terms and conditions hereof, Optionee
may purchase the Option Shares at a price equal to the Public Offering price
per share.
3. Term. This Option shall expire on June 1, 1999, unless such Option
shall have been terminated prior to that date in accordance with the
provisions of this Agreement.
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The terms "Parent" and "Subsidiary" herein mean a parent corporation or a
subsidiary corporation, as such terms are defined in Sections 424(e) and (f) of
the Internal Revenue Code of 1986, as amended (the "Code").
4. Shares Subject to Exercise. The vesting of options hereunder is
subject to Optionee's continued service as a director of the Company to the date
of vesting. Unrestricted Shares vest as to 834 Shares on and after the date
Optionee becomes a director (the "Option Date"); 833 Shares on and after the
first anniversary thereof; and 833 Shares on and after the second anniversary
thereof. This Option vests as to 2,500 Escrow Shares on the Option Date; 2,500
Escrow Shares on the first anniversary thereof; and 2,500 Escrow Shares on the
second anniversary thereof; provided, however, that Escrow Shares may be
acquired only in the event and to the extent the financial objectives (the
"Financial Objectives") for release of Xxxx Escrow Shares from Escrow, as
provided in the Escrow Agreement, are met and Xxxx Escrow Shares are released
from Escrow. All such shares shall thereafter remain subject to exercise for
the term specified in Paragraph 3 hereof, subject, however, to the provisions of
Paragraph 7 hereof.
5. Method and Time of Exercise. The Option may be exercised by written
notice delivered to Xxxx stating the number of shares with respect to which the
Option is being exercised, together with a check made payable to Xxxx in the
amount of the purchase price of such shares and a check made payable to the
Company in the amount of applicable federal, state and local withholding taxes
and the written statement provided in Paragraph 13 hereof, if required by
Paragraph 13. Not less than 100 shares may be purchased at any one time unless
the number purchased is the total number purchasable under such Option at the
time. Only whole shares may be purchased.
6. Tax Withholding. As a condition to exercise of this Option, Xxxx may
require Optionee to pay to the Company all applicable federal, state and local
taxes which the Company is required to withhold with respect to the exercise of
this Option.
7. Termination of Employment or Other Relationship. Upon termination of
Optionee's relationship with the Company, a Parent or Subsidiary, Optionee's
rights to exercise this Option shall be only as follows (in no case do the time
periods referred to below extend the term specified in this Option):
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a. Death or Disability. Upon the death of Optionee, this Option may
be exercised (to the extent exercisable at Optionee's death), unless it
otherwise expires, within three months after the date of Optionee's death by
Optionee's representative or by the person entitled thereto under Optionee's
will or the laws of intestate succession. Upon the disability (within the
meaning of Section 22(e)(3) of the Code) of an Optionee, this Option may be
exercised (to the extent exercisable as of the date of disability), unless it
otherwise expires, within thirty days after the date of Optionee's disability.
b. Retirement. Upon the retirement (either pursuant to a Company
retirement plan, if any, or pursuant to the approval of the Company), of an
employee or the cessation of services provided by a former employee as a
consultant or director this Option may be exercised (to the extent
exercisable at the date of such termination or cessation) by Optionee within
30 days after the date of Optionee's retirement or cessation of services.
c. Other Termination. In the event Optionee leaves the employ of the
Company or ceases to provide services to the Company for any reason other
than as set forth in (a) and (b), above, this Option shall terminate at the
earlier of 30 days after the date: (A) Optionee's employment terminates, or
(B) Optionee ceases providing services to the Company, or (C) the date
Optionee receives written notice that Optionee's employment or rendering of
services is or will be terminated. The foregoing shall not extend this
Option beyond the term specified herein and this Option shall be exercisable
only to the extent exercisable at the date of termination of employment or
cessation of services.
8. Nontransferability. This Option may not be assigned or transferred
except by will or by the laws of descent and distribution, and may be
exercised only by Optionee during Optionee's lifetime and after Optionee's
death, by Optionee's personal representative or by the person entitled
thereto under Optionee's will or the laws of intestate succession.
9. Optionee Not a Shareholder. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by this
Option until the date of issuance of a stock certificate or stock
certificates to Optionee upon exercise of this Option. No adjustment will be
made for dividends or other rights for which the record date is prior to the
date such stock certificate or certificates are issued.
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10. No Right to Employment. Nothing in this Option shall confer upon
Optionee any right to continue in the employ of the Company or to continue to
perform services for the Company or any Parent or Subsidiary, or shall
interfere with or restrict in any way the rights of the Company to discharge
or terminate any officer, director, employee, independent contractor or
consultant at any time for any reason whatsoever, with or without good cause.
11. Adjustment of Shares; Termination of Options.
a. Adjustment of Shares. In the event of changes in the
outstanding Common Stock by reason of stock dividends, split-ups,
consolidations, recapitalizations, reorganizations or like events, an
appropriate adjustment shall be made in the number of shares set forth in
Paragraph 4 hereof, and in the number of shares and the option price per
share specified in this Agreement with respect to any unpurchased shares.
Appropriate adjustments for any options to purchase fractional shares shall
also be made. However, no fractional shares shall be transferred.
b. Termination of Options on Merger; Sale or Liquidation of the
Company. In the event of any merger, consolidation or other reorganization
of the Company in which the Company is not the surviving or continuing
corporation or in the event of the liquidation or dissolution of the Company,
all options granted hereunder shall terminate on the effective date of the
merger, consolidation, reorganization, liquidation or dissolution unless
there is a written agreement with respect thereto between Optionee and Xxxx,
which expressly provides otherwise.
12. Modification and Termination. The rights of Optionee are subject
to modification and termination in certain events as provided in this
Agreement.
13. Restrictions on Sale of Shares. Optionee represents and agrees
that upon Optionee's exercise of the Option, in whole or in part, unless
there is in effect at that time under the Securities Act of 1933, as amended
(the "Securities Act"), a registration statement relating to the shares
issued to Optionee, Optionee will acquire the shares issuable upon exercise
of this option for the purpose of investment and not with a view to their
resale or further distribution, and that upon such exercise thereof Optionee
will furnish to Xxxx and the Company a written statement to such effect,
satisfactory to Xxxx and the Company in form and substance. Optionee agrees
that any certificate issued upon exercise of this Option may bear a legend
indicating that their transferability is restricted in accordance with
applicable state and federal securities law. Any person or
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persons entitled to exercise this Option under the provisions of Paragraphs 7
and 8 hereof shall, upon each exercise of the option under circumstances in
which Optionee would be required to furnish such a written statement, also
furnish to Xxxx and the Company a written statement to the same effect,
satisfactory to Xxxx and the Company in form and substance.
14. Notices. All notices to Xxxx shall be addressed to Xxxx at the
principal office of the Company at the address set forth below and all
notices to Optionee shall be addressed to Optionee at the address of Optionee
set forth below, or to such other address as either may designate to the
other in writing. A notice shall be deemed to be duly given if and when
deposited with the United States Postal Service, in a properly addressed
sealed envelope, postage prepaid. In lieu of giving notice by mail as
aforesaid, written notice under this Agreement may be given by personal
delivery to Optionee or to Xxxx (as the case may be).
15. Sale or Other Disposition. If Optionee at any time contemplates
the disposition (whether by sale, gift, exchange or other form or transfer)
of any shares of Common Stock acquired by exercise of this Option, Optionee
will first notify the Company in writing of such proposed disposition and
cooperate with the Company in complying with all applicable requirements of
law, which, in the judgment of the Company, must be satisfied prior to such
disposition.
16. Hold-Back Agreement. In accepting the grant of this Option,
Optionee hereby agrees that in the event of an initial or subsequent public
offering of the Company's securities pursuant to which any of the Company's
securities are registered under the Securities Act, the Optionee will agree
to refrain from selling or transferring any of the Common Stock issued or
issuable upon exercise of this Option as required by the underwriter of the
offering for a period of up to 13 months after the closing date of such
offering and to sign a hold-back agreement with respect thereto if requested
by the underwriter of the offering.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
XXXX OPTIONEE
/s/ Xxx X. Xxxx /s/ Xxx Xxxxxxxx
----------------------------- --------------------------------
Xx. Xxx X. Xxxx Xxx Xxxxxxxx
Address: Address:
Xx. Xxx X. Xxxx 4367 Shepherds
Amerigon Incorporated
0000 Xxxxxx Xxxxxx Xx Xxxxxx, XX 00000
Xxxxxxx, Xxxxxxxxxx 00000
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