EXHIBIT 10.1.4
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement"), is entered into as of
June 30, 1995, by and between XXXXXX HOD (the "Optionee") and NOGATECH, INC.,
a California corporation (the "Corporation").
RECITALS
A. The Corporation wishes to sell to the Optionee an option (the
"Option") to purchase seven hundred thousand (700,000) shares of the
Corporation's Common Stock (the "Shares") under the terms and conditions
described below.
B. The Optionee wishes to purchase such an Option.
AGREEMENT
NOW, THEREFORE, in exchange for the consideration set forth below, the
sufficiency of which is hereby acknowledged, the parties agree as follows:
A. OPTIONEE'S PAYMENT FOR THE OPTION. Upon execution of this Agreement,
the Optionee shall pay the Corporation Five Thousand Dollars ($5,000) for the
Option.
1. GRANT OF THE OPTION. The Corporation hereby grants to the
Optionee the Option to purchase the Shares, subject to the terms and
conditions contained herein.
2. TERM OF THE OPTION. The Option shall remain in effect for a
period of five (5) years commencing with the date of this Agreement. The
Option shall only be exercisable by the Optionee if prior to August 31, 1995,
DSP Group, Inc., a Delaware corporation ("DSPG") has sold all of its shares
of the Corporation to a third party.
3. PARTIAL EXERCISE PERMITTED. The Optionee shall be allowed to
exercise the Option with respect to some or all of the Shares covered by the
Option. The Optionee's exercise of the Option with respect to fewer than all
of the Shares shall not terminate the Optionee's rights hereunder with
respect to the remaining Shares subject to the Option.
4. EXERCISE PRICE. The exercise price for the purchase of Shares
under the Option shall be six and 25/100 cents ($0.0625) per Share for each
Share subject to the Option.
5. METHOD OF EXERCISE.
a. DELIVERY OF NOTICE AND EXERCISE PRICE. The Optionee may
exercise the Option, in whole or in part, by providing written notice (the
"Notice") to the Corporation of exercise. The Notice shall set forth the
Optionee's election to exercise the Option and the number of shares with
respect to which the Option is being exercised, and shall be signed by the
Optionee. The Notice shall be accompanied by payment of the appropriate
exercise price, after taking into account the credit described in Section 6.b
(below), in cash or a cash equivalent. The Option shall be deemed exercised
upon the Corporation's receipt of the Notice accompanied by the appropriate
exercise price.
b. CREDIT FOR PRIOR PAYMENT. The Optionee shall receive
credit, in determining the price payable upon exercise of the Option, for the
Five Thousand Dollars ($5,000) payment Optionee furnishes the Corporation
pursuant to Section 1 (above). The amount of such credit which the Optionee
may apply to the purchase of any share subject to the Option shall equal Six
and 25/100 cents ($0.0625).
c. NO RIGHTS AS SHAREHOLDER UNTIL SHARES ARE ISSUED. The
Corporation shall issue Shares to the Optionee promptly upon the Optionee's
exercise of the Option. The Optionee shall not have rights as a shareholder
with respect to such Shares until such Shares are issued.
d. INVESTMENT REPRESENTATIONS. The Optionee shall provide
such investment representations in connection with his exercise of the Option
as the Corporation shall reasonably request.
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The number of the
Corporation's Common Stock Shares subject to the Option, as well as the
exercise price for each of such Shares, shall be proportionately adjusted for
any increase or decrease in the number of issued Shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued Shares of Common Stock effected without
receipt of consideration by the Corporation.
7. MISCELLANEOUS.
a. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California and, where
appropriate, applicable federal law.
b. ATTORNEYS' FEES; COSTS. In the event a party breaches
this Agreement, the breaching party shall pay all costs and attorneys' fees
incurred by the other party in connection with such breach, whether or not
any arbitration or litigation is commenced.
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c. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which may be executed by less than all of the
parties, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
d. DESCRIPTIVE HEADINGS. The headings used herein and in
any of the documents attached hereto as schedules, lists or exhibits, if any,
are descriptive only and for the convenience of identifying provisions, and
are not determinative of the meaning or effect of any such provisions.
e. FURTHER DOCUMENTS. The parties shall execute any and
all further instruments and documents, and take any and all actions,
reasonably necessary or advisable and proper to carry out the intent and
purpose of this Agreement.
f. NOTICES. Any notice required or permitted under this
Agreement shall be in writing and shall be delivered to the following
addresses:
If to the Corporation:
NOGATECH, INC.
0000 Xxxxx Xxxxxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
With a copy to:
Xxxxxxx X. Xxxxxxx, Esq.
PEZZOLA & XXXXXX, APC
0000 Xxxxxxxx Xxxxxx, Xxx. 0000
Xxxxxxx, Xxxxxxxxxx 00000
If to the Optionee:
Xxxxxx Hod
0000 Xxxxx Xxx., Xx. 0000
Xxxxxxxxx, Xxxxxxxxxx 00000
g. SEVERABILITY. If any provision of this Agreement is
held to be void or unenforceable, the rest of the Agreement shall remain in
effect.
h. SUCCESSORS AND ASSIGNS. Subject to any provisions
herein with regard to assignment, all covenants and agreements herein shall
bind and inure to the benefit of the respective heirs, executors,
administrators, successors and assigns of the parties hereto.
i. VENUE. Any action or proceeding arising directly or
indirectly from this Agreement shall be litigated in an
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appropriate state or federal court in the County of Santa Xxxxx, State of
California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered as of the date first written above.
CORPORATION: OPTIONEE:
NOGATECH, INC. XXXXXX HOD
By /s/ F. Xxxxxx Xxxxxxxx /s/ Xxxxxx Hod
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(Signature) (Signature)
F. Xxxxxx Xxxxxxxx
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(Print Name & Title)
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