EXHIBIT 4.8.2
LOGICVISION, INC.
FORM OF STOCK OPTION AGREEMENT
This Agreement is made as of ________ (the "Grant Date"), between
LogicVision, Inc. (the "Company") and ____________ ("Optionee").
WITNESSETH:
WHEREAS, the Company regards Optionee as a valuable director of the
Company, and has determined that it would be to the advantage and in the
interests of the Company and its stockholders to grant the options provided for
in this Agreement to Optionee as an inducement to remain in the service of the
Company and as an incentive for increased efforts during such service;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties to this Agreement hereby agree as follows:
1. Option Grant. The Company hereby grants to Optionee the right and
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option to purchase from the Company on the terms and conditions hereinafter set
forth, all or any part of an aggregate of shares of the Common Stock of the
Company (the "Stock"). This option is not intended to satisfy the requirements
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Option Price. The purchase price of the Stock subject to this option
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shall be $2.50 per share, which price is not less than the per share fair market
value of such Stock as of the Grant Date as determined by the Board of Directors
of the Company or a Committee designated by it (the "Committee"). The term
"Option Price" as used in this agreement refers to the purchase price of the
Stock subject to this option.
3. Option Period. This option shall be exercisable only during the
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Option Period, and during such Option Period, the exercisability of the option
shall be subject to the limitations of paragraph 4 and the vesting provisions of
paragraph 5. The Option Period shall commence on the Grant Date and except as
provided in paragraph 4, shall terminate (the "Termination Date") ten years from
the Grant Date.
4. Limits on Option Period. The Option Period may end before the
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Termination Date, as follows:
(a) If Optionee ceases to be a director of the Company for any reason
other than disability (within the meaning of subparagraph (c)) or death during
the Option Period, the Option Period shall terminate three months after the date
Optionee ceases to be a director or on the Termination Date, whichever shall
first occur, and the option shall be exercisable only to the extent exercisable
under paragraph 5 on the date Optionee ceases to be a director.
(b) If Optionee dies while a director of the Company; the Option Period
shall end one year after the date of death or on the Termination Date, whichever
shall first occur, and
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Optionee's executor or administrator or the person or persons to whom Optionee's
rights under this option shall pass by will or by the applicable laws of descent
and distribution may exercise this option only to the extent exercisable under
paragraph 5 on the date of Optionee's death.
(c) If Optionee's directorship is terminated by reason of disability, the
Option Period shall end one year after the date Optionee ceases to be a director
or on the Termination Date, whichever shall first occur, and the option shall be
exercisable only to the extent exercisable under paragraph 5 on the date
Optionee ceases to be a director.
(d) If Optionee is on a leave of absence from the Company because of his
disability, or for the purpose of serving the government of the country in which
the principal place of employment of Optionee is located, either in a military
or civilian capacity, or for such other purpose or reason as the Committee may
approve, Optionee shall not be deemed during the period of such absence, by
virtue of such absence alone, to have terminated directorship with the Company
except as the Committee may otherwise expressly provide.
5. Vesting of Right to Exercise Options. Subject to other limitations
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contained in this Agreement, the Optionee shall have the right to exercise the
option as to ______ of the shares of stock covered by the option at any time
after the Grant Date. The Optionee shall have the right to exercise the option
as to the remaining shares on the earlier of (i) the date of the next Annual
Meeting of the Company's stockholders or (ii) August 9, 2001. Any portion of the
option that is not exercised shall accumulate and may be exercised at any time
during the Option Period prior to the Termination Date. No partial exercise of
this option may be for less than 5 percent of the total number of shares then
available under this option. In no event shall the Company be required to issue
fractional shares.
6. Method of Exercise. Optionee may exercise the option with respect to
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all or any part of the shares of Stock then subject to such exercise as follows:
(a) By giving the Company written notice of such exercise, specifying the
number of such shares as to which this option is exercised. Such notice shall be
accompanied by an amount equal to the Option Price of such shares, in the form
of any one or combination of the following: (i) cash; (ii) a certified check,
bank draft, postal or express money order payable to the order of the Company in
lawful money of the United States; (iii) shares of Stock valued at fair market
value; (iv) if authorized for Optionee by the Committee, notes; or (v) in any
combination of the foregoing. The shares of Stock shall be valued in accordance
with procedures established by the Committee. Any note used to exercise this
option shall be a full recourse, interest-bearing obligation containing such
terms as the Committee shall determine. If a note is used, the Optionee agrees
to execute such further documents as the Committee may deem necessary or
appropriate in connection with issuing the note, perfecting a security interest
in the Stock purchased with the note, and any related terms or conditions that
the Committee may propose. Such further documents may include, not by way of
limitation, a security agreement, an escrow agreement, a voting trust agreement
and an assignment separate from certificate.
(b) Optionee (and Optionee's spouse, if any) shall be required, as a
condition precedent to acquiring Stock through exercise of the option, to
execute one or more agreements relating to obligations in connection with
ownership of the Stock or restrictions on transfer of the
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Stock no less restrictive than the obligations and restrictions to which the
other stockholders of the Company are subject at the time of such exercise.
(c) If required by the Committee, Optionee shall give the Company
satisfactory assurance in writing, signed by Optionee or his legal
representative, as the case may be, that such shares arc being purchased for
investment and not with a view to the distribution thereof, provided that such
assurance shall be deemed inapplicable to (1) any sale of such shares by such
Optionee made in accordance with the terms of a registration statement covering
such sale, which may hereafter be filed and become effective under the
Securities Act of 1933, as amended, and with respect to which no stop order
suspending the effectiveness thereof has been issued, and (2) any other sale of
such shares with respect to which in the opinion of counsel for the Company,
such assurance is not required to be given in order to comply with the
provisions of the Securities Act of 1933, as amended.
As soon as practicable after receipt of the notice required in paragraph
6(a) and satisfaction of the conditions set forth in paragraphs 6(b) and 6(c),
the Company shall, without transfer or issue tax and without other incidental
expense to Optionee, deliver to Optionee at the office of the Company, at 000
Xxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, attention of the Secretary,
or such other place as may be mutually acceptable to the Company and Optionee, a
certificate or certificates of such shares of Stock; provided, however, that the
time of such delivery may be postponed by the Company for such period as may be
required for it with reasonable diligence to comply with applicable registration
requirements under the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, any applicable listing requirements of any
national securities exchange, and requirements under any other law or regulation
applicable to the issuance or transfer of such shares.
7. Corporate Transactions. If there should be any change in a class of
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Stock subject to this option, through merger, consolidation, reorganization,
recapitalization, reincorporation, stock split, stock dividend or other change
in the capital structure of the Company, the Company shall make appropriate
adjustments in order to preserve, but not to increase, the benefits to Optionee,
including adjustments in the number of shares of such Stock subject to this
option and in the price per share. Any adjustment made pursuant to this
paragraph 7 as a consequence of a change in the capital structure of the Company
shall not entitle Optionee to acquire a number of shares of such Stock of the
Company or shares of stock of any successor company greater than the number of
shares Optionee would receive if, prior to such change, Optionee had actually
held a number of shares of such Stock equal to the number of shares then subject
to this option.
8. Limitations on Transfer. This option shall, during Optionee's
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lifetime, be exercisable only by Optionee, and neither this option nor any right
hereunder shall be transferable by Optionee by operation of law or otherwise
other than by will or the laws of descent and distribution. In the event of any
attempt by Optionee to alienate, assign, pledge, hypothecate, or otherwise
dispose of this option or of any right hereunder, except as provided for in this
Agreement, or in the event of the levy of any attachment, execution, or similar
process upon the rights or interest hereby conferred, the Company at its
election may terminate this option by notice to Optionee and this option shall
thereupon become null and void.
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9. No Stockholder Rights. Neither Optionee nor any person entitled to
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exercise Optionee's rights in the event of his death shall have any of the
rights of a stockholder with respect to the shares of Stock subject to this
option except to the extent the certificates for such shares shall have been
issued upon the exercise of this option.
10. Notice. Any notice required to be given under the terms of this
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Agreement shall be addressed to the Company in care of its Secretary at the
Office of the Company at 000 Xxxxx Xxxxx, Xxxxx 0, Xxx Xxxx, Xxxxxxxxxx 00000,
and any notice to be given to Optionee shall be addressed to him at the address
given by him beneath his signature to this Agreement, or such other address as
either party to this Agreement may hereafter designate in writing to the other.
Any such notice shall be deemed to have been duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, registered or
certified and deposited (postage or registration or certification fee prepaid)
in a post office or branch post office regularly maintained by the United
States.
11. Lock-Up Agreement.
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(a) Optionee, if requested by the Company and the lead underwriter of any
public offering of the Common Stock or other securities of the Company (the
"Lead Underwriter"), hereby irrevocably agrees not to sell, contract to sell,
grant any option to purchase, transfer the economic risk of ownership in, make
any short sale of, pledge or otherwise transfer or dispose of any interest in
any Common Stock or any securities convertible into or exchangeable or
exercisable for or any other rights to purchase or acquire Common Stock (except
Common Stock included in such public offering or acquired on the public market
after such offering) during the 180-day period following the effective date of a
registration statement of the Company filed under the Securities Act, or such
shorter period of time as the Lead Underwriter shall specify. Optionee further
agrees to sign such documents as may be requested by the Lead Underwriter to
effect the foregoing and agrees that the Company may impose stop-transfer
instructions with respect to such Common Stock subject until the end of such
period. The Company and Optionee acknowledge that each Lead Underwriter of a
public offering of the Company's stock, during the period of such offering and
for the 180-day period thereafter, is an intended beneficiary of this Section
11.
(b) Notwithstanding the foregoing, Section 11(a) shall not prohibit
Optionee from transferring any shares of Common Stock or securities convertible
into or exchangeable or exercisable for the Company's Common Stock either during
Optionee's lifetime or on death by will or intestacy to Optionee's immediate
family or to a trust the beneficiaries of which are exclusively Optionee and/or
a member or members of Optionee's immediate family; provided; however, that
prior to any such transfer, each transferee shall execute an agreement pursuant
to which each transferee shall agree to receive and hold such securities subject
to the provisions of Section 11 hereof. For the purposes of this paragraph, the
term "immediate family" shall mean spouse, lineal descendant, father, mother,
brother or sister of the transferor.
(c) During the period from identification as a Lead Underwriter in
connection with any public offering of the Company's Common Stock until the
earlier of (i) the expiration of the lock-up period specified in Section 11(a)
in connection with such offering or (ii) the
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abandonment of such offering by the Company and the Lead Underwriter, the
provisions of this Section 11 may not be amended or waived except with the
consent of the Lead Underwriter.
12. Committee Decisions Conclusive. All decisions of the Committee upon
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any question arising under the Plan or under this Agreement shall be conclusive.
13. Successors. This Agreement shall be binding upon and inure to the
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benefit of any successor or successors of the Company. Where the context
permits, "Optionee" as used in this Agreement shall include Optionee's executor,
administrator or other legal representative or the person or persons to whom
Optionee's rights pass by will or the applicable laws of descent and
distribution.
14. California Law. The interpretation, performance and enforcement of
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this Agreement shall be governed by the laws of the State of California.
IN WITNESS WHEREOF, the Company and Optionee have executed this agreement
as of the day and year first above written.
LOGICVISION, INC.
By:______________________________________
Xxxxx X. Xxxxxxx, President
OPTIONEE
_________________________________________
Address: _______________________________
_______________________________
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ATTACHMENT A
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CONSENT OF SPOUSE
I, ______________________, spouse of _____________, have read and approved
the foregoing Agreement. In consideration of granting of the right of my spouse
to purchase shares of LogicVision, Inc. as set forth in the Agreement, I hereby
appoint my spouse as my attorney-in-fact with respect to the exercise of any
rights of the Agreement insofar as I may have any rights under such community
property laws of the State of California or similar laws relating to marital
property in effect in the state of our residence as of the date of the signing
of the foregoing Agreement.
Dated: __________________________
By: ____________________________________
