Exhibit 10.66
XXXXX INSTRUMENTS CORP.
NON-EMPLOYEE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the _____ day of _____________, between
Xxxxx Instruments Corp., a Delaware corporation (the "Corporation"), and
________________ (the "Director").
WITNESSETH
WHEREAS, the Corporation has adopted and the stockholders of the
Corporation have approved the Xxxxx Instruments Corp. 1997 Stock Incentive Plan
(the "Plan").
WHEREAS, pursuant to Article 8 of the Plan, the Corporation has
granted an option to the Director upon the terms and conditions evidenced
hereby, as required by the Plan, which Option is not intended as and shall not
be deemed to be an incentive stock option within the meaning of Section 422 of
the Code.
NOW, THEREFORE, in consideration of the services rendered and to be
rendered by the Director, the Corporation and the Director agree to the terms
and conditions set forth herein as required by the terms of the Plan.
1. Grant of Option. Subject to Section 5 below, this Agreement
evidences the Corporation's grant to the Director, as of ___________ (the
"Option Date"), of the right and option to purchase, under Section 8 of the
Plan, on the terms and conditions set forth herein and in the Plan, all or any
part of an aggregate of _________ shares of the Common Stock, par value $0.01
per share, at the price of $__________ per share (the "Option"), which amount
represents the Fair Market Value of the shares as of the Option Date,
exercisable from time to time, subject to the provisions of this Agreement and
the Plan, prior to the close of business on the day before the tenth anniversary
of the Option Date (the "Expiration Date").
2. Option Exercisability and Term. Subject to adjustment pursuant to
Section 8.6 of the Plan, the Option shall first become and remain exercisable as
to ______ of the shares on the first anniversary of the Option Date and as to an
additional ______ of the shares on each of the __________________________ of the
Option Date.
Exhibit 10.66
3. Exercisability of Option. To the extent the Director does not in
any year purchase all or any part of the shares to which the Director is
entitled, the Director has the right cumulatively thereafter to purchase any
shares not so purchased and such right shall continue until the Option
terminates or expires. Fractional share interests shall be disregarded, but may
be cumulated. No fewer than ten (10) shares may be purchased at any one time,
unless the number purchased is the total number at the time available for
purchase under the Option.
4. Method of Exercise of Option. The Option shall be exercisable by
the delivery to the Corporation of a written notice stating the number of shares
to be purchased pursuant to the Option and accompanied by payment made in
accordance with and in a form permitted by Section 8.3 of the Plan for the full
purchase price of the shares to be purchased.
5. Substituting SARs. Notwithstanding anything to the contrary in
this Agreement, in the event the Corporation is not accounting for equity
compensation under APB Opinion 25, the Corporation shall have the ability to
substitute, without receiving Employee's permission, Stock Appreciation Rights
("SARs") paid only in stock for outstanding Options; provided, the terms of the
substituted stock SARs are the same as the terms for the Options and the
aggregate difference between the Fair Market Value of the underlying shares and
the xxxxx xxxxx of the SARs is equivalent to the aggregate difference between
the Fair Market Value of the underlying shares and the exercise price of the
Options.
6. Non-Transferability of Option. Subject to limited exceptions set
forth in the Plan, the Option and any other rights of the Director under this
Agreement or the Plan are nontransferable.
7. Service and Effect of Termination of Service. The Director agrees
to serve as a director in accordance with the provisions of the Corporation's
Certificate of Incorporation, Bylaws and applicable law. If the Director's
service as a member of the Board shall terminate, this Option shall terminate at
the times and to the extent set forth in Section 8.5 of the Plan.
8. Notices. Any notice to be given under the terms of this Agreement
shall be in writing and addressed to the Corporation at its principal office to
the attention of the Chief Financial Officer, and to the Director at the address
given beneath the Director's signature hereto, or at such other address as
either party 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 addressed as aforesaid, registered or certified, and deposited (postage
and registry or certification fee prepaid) in a post office or branch post
office regularly maintained by the United States Government.
9. General Terms. The Option and this Agreement are subject to, and
the Corporation and the Director agree to be bound by, the provisions of the
Plan that apply to the Option. Such provisions are incorporated herein by this
reference. The Director acknowledges receiving a copy of the Plan and reading
its applicable provisions. In the event of a conflict or inconsistency between
the terms and conditions of this Agreement and of the Plan, the terms and
conditions of the Plan shall govern. Capitalized terms not otherwise defined
herein shall have
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Exhibit 10.66
the meaning assigned to such terms in the Plan.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
XXXXX INSTRUMENTS CORP.,
a Delaware corporation
By ___________________________
Title ________________________
NON-EMPLOYEE DIRECTOR
_____________________________
(Signature)
___________________________
(Print Name)
_____________________________
(Address)
______________________________
(City, State, Zip Code)
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Exhibit 10.66
SPOUSAL CONSENT
In consideration of the execution of the foregoing Stock Option
Agreement by Xxxxx Instruments Corp., I, ____________________________, the
spouse of the Director therein named, do hereby agree to be bound by all of the
terms and provisions thereof and of the Plan.
DATED: ______________,___________ .
_____________________________
Signature of Spouse
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