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EXHIBIT 10.66
CONNECTIVITY TECHNOLOGIES INC.
Agreement Relating to Nonqualified Stock Options
Pursuant to the _____ Stock Incentive Plan
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Option granted ____________, 199__ (hereinafter referred to as the "Date of
Grant"), by CONNECTIVITY TECHNOLOGIES INC. (the "Corporation") to _________ (the
"Grantee"):
1. DEFINITIONS. The following terms, as used herein, shall have the
meanings set forth below:
(a) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(b) "Committee" shall mean the committee established by the Board of
Directors of the Corporation pursuant to the Plan to administer the Plan.
(c) "Fair Market Value" shall have the meaning set forth in the Plan.
(d) "Incentive Stock Option" shall mean an option that is intended to
qualify for special federal income tax treatment under Section 421 and 422
of the Code.
(e) "Nonqualified Stock Option" shall mean an option that is not an
Incentive Stock Option.
(f) "Notice" shall have the meaning set forth in Section 4(c) hereof.
(g) "Option" shall have the meaning set forth in Section 2 hereof.
(h) "Option Period" shall have the meaning set forth in Section 4(a)
hereof.
(i) "Option Price" shall have the meaning set forth in Section 3
hereof.
(j) "Plan" shall mean the Corporation's ____ Stock Incentive Plan.
(k) "Securities Act" shall mean the Securities Act of 1933, as
amended.
(l) "Shares" shall mean shares of the Common Stock, par value $0.04
per share, of the Corporation.
(m) "Subsidiary" shall mean any direct or indirect majority-owned
subsidiary of the Corporation.
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2. THE OPTION.
(a) The Corporation hereby grants to the Grantee, effective on the
Date of Grant, a stock option (the "Option") to purchase, on the terms and
conditions herein set forth, up to ______ of the Corporation's fully paid,
non-assessable Shares at the option exercise price set forth in Section 3
below.
(b) The Option is granted pursuant to the Plan and is subject in all
respects to the Plan. A copy of the Plan is delivered herewith by the
Corporation and receipt thereof is acknowledged by the Grantee. The Option
and this Option Agreement are subject in all respects to the terms and
conditions of the Plan, which terms and conditions are incorporated herein
by reference and which the Grantee is by acceptance of the Option deemed to
accept.
(c) The Option is a Nonqualified Stock Option.
3. THE PURCHASE PRICE. The purchase price of the Shares shall be $____ per
share, the Fair Market Value on the Date of Grant (the "Option Price").
4. EXERCISE OF OPTION.
(a) Except as otherwise provided in the Plan and this Option
Agreement, the Option is exercisable over a period of ten years from the
Date of Grant (the "Option Period") in accordance with the following
schedule: from the first anniversary of the Date of Grant to the end of the
Option Period, one-third of the Shares covered by the Option shall be
exercisable; from the second anniversary of the Date of Grant to the end of
the Option Period, an additional third of the Shares covered by the Option
shall be exercisable (for an aggregate of two-thirds of the Shares covered
by the Option); and from the third anniversary of the Date of Grant to the
end of the Option Period, the final third of the Shares covered by the
Option shall be exercisable (for an aggregate of all the Shares covered by
the Option). Each portion of the Option that is exercisable pursuant to the
foregoing schedule is hereinafter referred to as a "Vested Portion".
Except as otherwise provided herein, the Option may be exercised from
time to time during the Option Period as to the Vested Portion of this
Option, or any lesser amount thereof, as long as the Grantee performs
services as an officer, director, employee or consultant for the
Corporation or any of its Subsidiaries or, in the discretion of the
Corporation's Board of Directors, after the Grantee ceases to be an
officer, director, employee or consultant for the Corporation or any of its
Subsidiaries, if the Grantee continues to provide services which may be
beneficial to the Corporation. If the Grantee's services to the Corporation
or any Subsidiary are terminated for any reason other than (i) the
Grantee's death or disability, (ii) the Grantee's termination for Cause or
(iii) Grantee's resignation from his positions with the Corporation, then
the Vested Portion of the Option as of the date of such termination may be
exercised during the period of ninety (90) days commencing on the date of
such termination, so long as the Option Period has not expired. If the
Grantee shall die or become disabled within the meaning of Section 22(e)(3)
of the Code while still performing such services for the Corporation or any
of its Subsidiaries, the Vested Portion of the Option as of the date of the
Grantee's death or disability may be exercised during the period commencing
on the date of the Grantee's death or the date he or she first becomes
disabled, as the case may be, and ending on the earlier of the first
anniversary of such date and the expiration of the Option Period, after
which period this Option shall expire and shall cease to be exercisable. In
the event of the death of the Grantee, this Option may be exercised by the
person or persons entitled to do so under the Grantee's will (a "legatee"),
or, if the Grantee shall fail to make testamentary disposition of this
Option, or shall die intestate, by the Grantee's legal representative (a
"legal representative"). In the event that (i) the Grantee's services to
the Corporation or any Subsidiary are terminated for Cause or (ii) the
Grantee resigns from his positions with the Corporation (each, a "Cessation
Date"), then this Option shall expire on the Cessation Date and shall not
be exercisable thereafter.
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(b) If this Option shall extend to 100 or more Shares, then this
Option may not be exercised for less than 100 Shares at any one time, and
if this Option shall extend to less than 100 Shares, then this Option must
be exercised for all such Shares at one time.
(c) Not less than five days nor more than thirty days prior to the
date upon which all or any portion of the Option is to be exercised, the
person entitled to exercise the Option shall deliver to the Corporation
written notice in substantially the form attached as an Exhibit hereto (the
"Notice") of his election to exercise all or a part of the Option, which
Notice shall specify the date for the exercise of the Option and the number
of Shares in respect of which the Option is to be exercised. The date
specified in the Notice shall be a business day of the Corporation.
(d) On the date specified in the Notice, the person entitled to
exercise the Option shall pay to the Corporation the Option Price of the
Shares in respect of which the Option is exercised and the amount of any
applicable Federal and/or state withholding tax or employment tax. The
Option Price shall be paid in full at the time of purchase, (i) in cash or
by certified check or (ii) with shares of the Common Stock of the
Corporation which have been owned by the Grantee for at least six months
prior to the exercise of the Option. The value of any shares of Common
Stock delivered by the Grantee in payment of the Option Price shall be the
Fair Market Value of such shares. If the Option is exercised in accordance
with the provisions of the Plan and this Option Agreement, the Corporation
shall deliver to such person certificates representing the number of Shares
in respect of which the Option is being exercised which Shares or other
securities shall be registered in his or her name.
(e) This Option is not exercisable after the expiration of ten years
from the Date of Grant.
(f) Notwithstanding the provisions of subsection 4(a), in the event
that at any time during the term hereof: (i) the Corporation's subsidiary,
Connectivity Products Incorporated, sells or otherwise disposes of all or
substantially all of its assets, or (ii) there is a change in control of
the Corporation such that a majority of the outstanding voting capital
stock of the Corporation is owned by a person or entity or "group" (as
defined in Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) that is not on the date hereof a holder of 5% or more
of the outstanding shares of the Corporation's common stock, or (iii) the
Corporation is merged into or consolidated with any other person (other
than a direct or indirect subsidiary of or corporation or other entity
controlled by the Corporation) or any other person (other than a direct or
indirect subsidiary of or corporation or other entity controlled by the
Corporation) is merged into or consolidated with the Corporation, or (iv)
the Corporation sells or otherwise disposes of all or substantially all of
its assets, provided that a sale of the Corporation's stock of Connectivity
Products Incorporated shall not be deemed a sale of substantially all of
the Corporation's assets or (v) the Corporation is liquidated or dissolved,
then in any such event, the Option shall become immediately exercisable at
the election of the
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Grantee as to all or any part of the Shares not theretofore issued and sold
hereunder. The Corporation shall provide the Grantee with at least 30 days'
notice prior to the consummation of any of the events referred to in the
preceding sentence, during which period the Grantee may so exercise the
Option. If not so exercised, this Option shall expire and terminate at the
end of such 30-day period.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF GRANTEE.
(a) The Grantee represents and warrants that he or she is acquiring
this Option and, in the event this Option is exercised, the Shares (unless
the Shares are subject to a then effective registration statement under the
Securities Act), for investment, for his or her own account and not with a
view to the distribution thereof, and that he or she has no present
intention of disposing of this Option or the Shares (unless the Shares are
subject to a then effective registration statement under the Securities
Act) or any interest therein or sharing ownership thereof with any other
person or entity.
(b) The Grantee agrees that he or she will not offer, sell,
hypothecate, transfer or otherwise dispose of any of the Shares unless
either:
(i) A registration statement covering the Shares which are to be
so offered has been filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act and such sale,
transfer or other disposition is accompanied by a prospectus relating
to a registration statement which is in effect under the Securities
Act covering the Shares which are to be sold, transferred or otherwise
disposed of and meeting the requirements of Section 10 of the
Securities Act; or
(ii) Counsel satisfactory to the Corporation renders a reasoned
opinion in writing and addressed to the Corporation, satisfactory in
form and substance to the Corporation and its counsel, that in the
opinion of such counsel such proposed sale, offer, transfer or other
disposition of the Shares is exempt from the provisions of Section 5
of the Securities Act in view of the circumstances of such proposed
offer, sale, transfer or other disposition.
(c) The Grantee acknowledges that (i) the Shares and this Option
constitute "securities" under the Securities Act and/or the Exchange Act,
and/or the Rules and Regulations promulgated under said acts; (ii) the
Shares may not be transferred until such Shares are subsequently registered
under the Securities Act or an exemption from such registration is
available; and (iii) the Corporation is not under any obligation with
respect to the registration of the Shares.
(d) The Grantee acknowledges and agrees that the certificate or
certificates representing the Shares shall have an appropriate legend
referring to the terms of this Option.
(e) The Grantee acknowledges and agrees that he or she, or his or her
legatee or legal representative, as the case may be and as defined above,
may be required to make an appropriate representation at the time of any
exercise of this Option in form and substance similar to the
representations contained herein, relating to the Shares then being
purchased.
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(f) The Grantee acknowledges that, in the event he or she ceases to
perform services for the Corporation or its Subsidiaries, his or her rights
to exercise this Option are restricted as set forth in Section 4(a) above.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION.
(a) The Corporation represents and warrants that the Option has been
duly granted by the Committee.
(b) The Corporation represents and warrants that the Shares will be
reserved for issuance upon the exercise of the Option.
7. SUCCESSORS AND ASSIGNS. This Option Agreement shall be binding upon and
shall inure to the benefit of any successor or assign of the Corporation and, to
the extent herein provided, shall be binding upon and inure to the benefit of
the Grantee's legatee or legal representative, as defined above.
8. ADJUSTMENT OF OPTIONS.
(a) The number of Shares issuable upon exercise of this Option, or the
amount and kind of other securities issuable in addition thereto or in lieu
thereof upon the occurrence of the events specified in Section 1.5 of the
Plan, shall be determined and subject to adjustment, as the case may be, in
accordance with the procedures therein specified.
(b) Fractional shares resulting from any adjustment in options
pursuant to this Section may be settled in cash or otherwise as the
Committee shall determine. Notice of any adjustment in this Option shall be
given by the Corporation to the holder of this Option and such adjustment
(whether or not such notice is given) shall be effective and binding for
all purposes of the Plan.
9. EXERCISE AND TRANSFERABILITY OF OPTION. During the lifetime of the
Grantee, this Option is exercisable only by him or her and shall not be
assignable or transferable by him or her and no other person shall acquire any
rights therein. If the Grantee, while still employed by the Corporation or any
of its Subsidiaries, shall die within the Option Period, his or her legatee or
legal representative shall have the rights provided in Section 4(a) above.
10. GENERAL PROVISIONS. Nothing contained in this Option Agreement shall
confer upon the Grantee any right to continue in the employ of the Corporation
or shall in any way affect the right and power of the Corporation to dismiss or
otherwise terminate the employment of the Grantee at any time for any reason
with or without cause. This Option Agreement shall be governed and construed in
accordance with the laws of the State of New York applicable to contracts
entered into and to be performed wholly within such state.
If the foregoing is in accordance with the Grantee's understanding and
accepted and agreed by the Grantee, the Grantee may so confirm by signing and
returning the duplicate of this Option Agreement provided for that purpose.
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CONNECTIVITY TECHNOLOGIES INC.
By
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Name:
Title:
The foregoing is in accordance with my understanding and is hereby confirmed and
agreed to as of the Date of Grant.
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Name:
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EXHIBIT
NOTICE OF EXERCISE
The undersigned hereby gives notice to Connectivity Technologies Inc., a
Delaware corporation (the "Corporation"), of his or her intention to exercise
his or her right to purchase the number of Shares set forth below of the Common
Stock of the Corporation, at the exercise price and on the date set forth below,
pursuant to the Nonqualified Stock Option (the "Option") granted to the
undersigned on _______, 199_, and to pay the purchase price thereof, plus any
applicable federal or state withholding or employment taxes, by means of [the
undersigned's check] [other method of payment] which the undersigned is
delivering to the Corporation herewith pursuant to the terms of the Option.
Print Name: __________________________________
Date of Exercise: ____________________________
Number of Shares
to be Purchased: __________________________
Exercise Price Per Share: ____________________
Aggregate Exercise Price: ____________________
_________________________________________
(Signature)
