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EXHIBIT 4.2
SENSORMATIC ELECTRONICS CORPORATION
NON-QUALIFIED STOCK OPTION
For valuable consideration, receipt of which is hereby acknowledged,
SENSORMATIC ELECTRONICS CORPORATION, a Delaware corporation (the "Company"),
hereby grants to ____________________________________________, who resides at
____________________________________________ (the "Optionee"), a non-qualified
stock option ("Option"), subject to the terms and conditions hereof, to purchase
from the Company an aggregate of ____________ shares of the Common Stock of the
Company, par value $.01 per share (the "Common Stock"), at the price of
$_________ per share (the "Option Price"), such option to be exercisable in
installments as set forth below on or before the close of business on the day
preceding the [tenth] anniversary of the date hereof (the "Termination Date").
This Option may be exercised as to one-third of the shares of Common Stock
subject hereto on or after the first anniversary of the date hereof, as to an
additional one-third of such shares on or after the second anniversary of the
date hereof, and as to the remaining one-third of such shares, on or after the
third anniversary of the date hereof.
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This Option is granted pursuant to the Company's 1999 Stock Incentive Plan
(the "Plan") and is subject to the terms and conditions thereof. The Plan is
administered by the Company's Compensation Committee (the "Committee"). All
determinations and acts of the Committee as to any matters concerning the Plan,
including interpretations or constructions of this Option and of the Plan, shall
be conclusive and binding on the Optionee and any parties claiming through the
Optionee.
Unless the Optionee ceases to be employed by or associated with the Company
or a direct or indirect subsidiary thereof, the right of the Optionee to
purchase shares subject to any installment may be exercised in whole at any time
or in part from time to time after the accrual of such respective installment
and prior to the Termination Date, except as otherwise provided herein. This
Option may be exercised only with respect to full shares.
Subject to the provisions of this Option, this Option may be exercised by
written notice (the "Notice") to the Company stating the number of shares of
Common Stock with respect to which it is being exercised. The Notice shall be
accompanied by the Optionee's payment in full of the Option Price for each of
the shares to be purchased by the Optionee, such payment to be
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made by (a) certified or bank cashier's check payable to the order of the
Company or (b) any other means or arrangements acceptable to the Committee.
As soon as practicable after receipt of the Notice and payment, and subject
to the next two paragraphs, the Company shall, without transfer or issue tax or
other incidental expense to the Optionee, deliver to the Optionee a certificate
or certificates for the shares of Common Stock so purchased. Such delivery shall
be made (a) at the offices of the Company at 000 Xxxxxx Xxxx, Xxxx Xxxxx,
Xxxxxxx 00000, (b) at such other place as may be mutually acceptable to the
Company and the Optionee, or (c) at the election of the Company, by certified
mail addressed to the Optionee at the Optionee's address shown in the records of
the Company.
The Company shall have the right to withhold an appropriate number of
shares of Common Stock (based on the fair market value thereof on the date of
exercise) for payment of taxes required by law or to take such other action as
may be necessary in the opinion of the Company to satisfy all tax withholding
obligations.
The Company may postpone the time of delivery of certificate(s) for shares
of Common Stock for such additional
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time as the Company shall deem necessary or desirable to enable it to comply
with the requirements of any securities exchange upon which the Common Stock may
be listed, or the requirements of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, any rules or regulations of the
Securities and Exchange Commission promulgated thereunder, or any applicable
state laws relating to the authorization, issuance or sale of securities.
The issuance of the shares of Common Stock subject hereto and issuable upon
the exercise of this Option and the transfer or resale of such shares shall be
subject to such restrictions as are, in the opinion of the Company's counsel,
required to comply with the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder, and the certificate(s) representing such
shares shall, if it is deemed advisable by the Company's counsel, bear a legend
to such effect.
If, upon tender of delivery of the number of shares of Common Stock
specified in the Notice, the Optionee fails to accept delivery of and pay, or
have made arrangements, satisfactory to the Committee, for payment, for all or
any part thereof, the Optionee's right to exercise this Option with
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respect to such unaccepted and unpaid for shares may be terminated by the
Company.
During the Optionee's lifetime, this Option shall be exercisable only by
the Optionee (except as otherwise provided below), and neither this Option nor
any right hereunder shall be assignable or transferable otherwise than by will
or the laws of descent and distribution (as provided below), or be subject to
attachment, execution or other similar process. In the event of any attempt by
the Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of
this Option or of any right hereunder, except as provided for herein, or in the
event of any levy or any attachment, execution or similar process upon the
rights or interest hereby conferred, the Company may terminate this Option by
notice to the Optionee, and it shall become null and void.
Subject to the terms of the Plan, if, prior to the Termination Date, the
Optionee's employment or association with the Company or any of its direct or
indirect subsidiaries terminates for any reason (otherwise than by reason of the
Optionee's death or disability (as defined below)), this Option, and all rights
hereunder to the extent that this Option and such rights shall not have been
exercised on the effective date of
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such termination, shall immediately terminate and become null and void.
In the event of the Optionee's death prior to the Termination Date, and
while the Optionee is employed by or associated with the Company or a direct or
indirect subsidiary thereof, this Option shall immediately become fully
exercisable and may be exercised within one year after the date of the
Optionee's death by the person(s) to whom the right passes pursuant to the
following sentence, but in no event may this Option be exercised later than the
Termination Date. All rights with respect to this Option, including the right to
exercise it, shall pass in the following order: (a) to such person(s) as the
Optionee may designate in a writing duly delivered to the Company (in the form
available from the Company for such purpose), or, in the absence of such a
designation, then (b) to the Optionee's estate (the Option to be exercised by
the legal representative).
In the event that the Optionee, prior to the Termination Date, ceases to
be employed by or associated with the Company or a direct or indirect subsidiary
thereof because the Optionee is deemed by the Company to be disabled, this
Option shall immediately become fully exercisable and may be exercised by the
Optionee, if legally competent, or by a committee or other
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legally designated guardian or representative if the Optionee is legally
incompetent, within one year after the date the Optionee ceases to be employed
by or associated with the Company or a direct or indirect subsidiary thereof as
a result of such disability, but in no event may this Option be exercised later
than the Termination Date. For purposes of this Option, the Optionee shall be
deemed by the Company to be disabled if the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous period of not less than twelve months.
The Optionee shall not be considered to be disabled unless the Optionee or the
Optionee's representative furnishes proof of the existence of such disability in
such form and manner, and at such times, as may be required by the Committee,
and unless such proof shall be satisfactory to the Committee. The determination
by the Committee with respect to the existence of such disability shall be
conclusive and binding upon the Optionee and any parties claiming through the
Optionee.
In the event of any change in the outstanding Common Stock by reason of a
stock split, stock dividend, combination or reclassification of shares,
recapitalization, merger or similar
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event, the Committee shall adjust proportionally the number of shares of Common
Stock covered by this Option and the Option Price thereof. In the event of any
other change affecting the Common Stock or any distribution (other than normal
cash dividends) to holders of Common Stock, such adjustments as may be deemed
equitable by the Committee, including adjustments to avoid fractional shares,
shall be made to give proper effect to such event. In the event of a corporate
merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Committee may authorize the assumption of
this Option or the substitution of a new stock option for this Option, whether
or not in a transaction to which Section 424(a) of the Internal Revenue Code of
1986, as amended from time to time, applies. The judgment of the Committee with
respect to any matter referred to in this paragraph shall be conclusive and
binding upon the Optionee and any parties claiming through the Optionee.
Neither the Optionee nor any person or persons entitled to exercise the
Optionee's rights under this Option in accordance herewith shall have any rights
to dividends or any other rights of a stockholder with respect to any shares of
Common Stock subject to this Option, except to the extent that a certificate
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for such shares shall have been issued upon the exercise of this Option as
provided herein.
Each notice relating to this Option shall be in writing and delivered in
person or by certified mail to the proper address. All notices to the Company
shall be addressed to it at its offices at 000 Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx
00000, attention of the Committee, c/o the Company's Secretary, and shall become
effective when received by the Secretary. All notices to the Optionee or other
person or persons then entitled to exercise any rights with respect to this
Option shall be addressed to the Optionee or such other person or persons at the
Optionee's address shown in the records of the Company. Anyone to whom a notice
may be given under this Option may designate a new address by notice to that
effect.
Neither the adoption of the Plan nor the granting of this Option confers on
the Optionee any right to continued employment by or association with the
Company (or any of its direct or indirect subsidiaries) or in any way interferes
with or alters the Company's (and its direct and indirect subsidiaries') right
to terminate such employment or association at any time, with or without cause,
and without liability therefor. This Option shall not be deemed a part of the
Optionee's regular,
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recurring compensation, if any, for any purpose, including, without limitation,
for the purposes of any termination indemnity or severance pay law of any
jurisdiction.
This Option and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by the Internal Revenue Code of 1986, as
amended from time to time, or the securities laws of the United States, shall be
governed by and construed under the laws of the State of Delaware.
IN WITNESS WHEREOF, SENSORMATIC ELECTRONICS CORPORATION has caused this
Option to be executed by its officers, thereunto duly authorized, as of the ____
day of ____________, 19__.
SENSORMATIC ELECTRONICS
CORPORATION
By:
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Name:
Title:
ATTEST:
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Xxxxxx X. Xxxxxxx
Assistant Secretary
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