Exhibit 4.2
This Document Constitutes Part
of a Prospectus Covering
Securities That Have Been
Registered under The
Securities Act of 1933.
BOATRACS, INC.
STOCK OPTION AGREEMENT
This Agreement is made as of the 19th day of June, 1997, by and
between Boatracs, Inc., a California corporation (the "Company"),
and the party identified in Exhibit A (the "Optionee").
WITNESSETH:
RECITALS
A.The Board of Directors of the Company has adopted the
Company's 1996 Stock Option Plan (the "Plan") for the purpose
stated in the Plan including attracting and retaining the
services of selected key employees (including offlcers and
directors), and non-employee directors, consultants or advisors,
who contribute to the financial success of the Company or its
parent or subsidiary corporations.
B.Optionee is a key employee of the Company or its subsidiary
corporations or a service provider to the Company or its
subsidiary corporations, and this Agreement is executed pursuant
to, and is intended to carry out the purposes of, the Plan in
connection with the Company's grant of a stock option to
Optionee.
NOW, THEREFORE, it is hereby agreed as follows:
1.Grant of Option. Subject to and upon the terms and
conditions set forth in this Agreement, there is hereby granted
to Optionee, as of the date of this Agreement (the "Grant Date"),
a stock option to purchase up to the number of shares of the
Company's Common Stock set forth on attached Exhibit "A" (the
"Option Shares") from time to time during the option term at the
option price (the "Option Price") specified on attached Exhibit
"A".
2.Option Term. This option shall have a maximum term of
seven (7) years measured from the Grant Date and shall
accordingly expire on the seventh anniversary of the Grant Date
(the "Expiration Date"), unless sooner terminated in accordance
with this Agreement, except that if an Incentive Stock Option is
granted to an Optionee who, immediately before the grant of the
Incentive Stock Option, owns stock representing more than ten
percent (10%) of the total combined voting power of all classes
of stock of the Company or its parent or subsidiary corporations,
the exercise period specified in the option agreement for which
the Incentive Stock Option thereunder is granted, shall not
exceed five years from the date of grant.
3.Option Nontransferable: Exception. This option shall be
neither transferable nor assignable by Optionee other than by
will or by the laws of descent and distribution and may be
exercised, during Optionee's lifetime, only by Optionee.
4.Dates of Exercise. This option may not be exercised in
whole or in part at any time prior to the time the Plan is
approved by the Company's stockholders in accordance with
Paragraph 15. Provided such stockholder approval is obtained,
Optionee may, within the specified term of this option and
pursuant to the provisions of this Agreement, purchase the Option
Shares according to the vesting schedule set forth in Exhibit
"A". Exercisable installments may be exercised in whole or in
part and, to the extent not exercised, will accumulate and be
exercisable at any time on or before the Expiration Date unless
sooner terminated.
5.Accelerated Termination of Option Term. The option term
specified in Paragraph 2 shall terminate (and this option shall
cease to be exercisable) prior to the Expiration Date should one
of the following provisions become applicable:
(a)Should an Optionee cease to be a service provider to
the Company ("Service Provider"), or employee or director,
because of death or permanent disability as defined in
Section 105(d)(4) of the Internal Revenue Code), then any option
or options granted under the Plan to such Optionee and
outstanding on the Cessation Date (as defined below) shall remain
exercisable for a period of six (6) months from the date of such
cessation of Service Provider, employee or director, status (the
"Cessation Date"), and (ii) should an Optionee cease to be a
service provider to the Company ("Service Provider"), or employee
or director, for any other reason, then any option or options
granted under the Plan to such Optionee and outstanding on the
Cessation Date shall remain exercisable for a period of thirty
(30) days from the Cessation Date. Each such option shall,
during such six (6) month or thirty (30) day period, be
exercisable to the extent of the number of shares (if any) for
which the option is exercisable on the Cessation Date (the
"Vested Shares"), and to the extent that on the Cessation Date
the number of shares (if any) for which the option is not
exercisable will become exercisable within the following year,
the Optionee may exercise the option for a percentage of such
shares based on the following fraction: the numerator shall be
the number of days from the last anniversary date of the grant of
the option to the Cessation Date and the denominator shall be the
number of days from the last anniversary date of the grant of the
option to the next anniversary date of the grant of the option.
Upon the expiration of such six (6) month or shorter period or
(if earlier) upon the expiration of the option term, the option
shall terminate and cease to be exercisable.
For purposes of the Plan, the Optionee shall be deemed to
be a service provider of the Company for so long as the Optionee
renders periodic services to the Company or one or more of its
parent or subsidiary corporations.
(b)Should Optionee die while this option is outstanding,
then the executors or administrators of Optionee's estate or
Optionee's heirs or legatees (as the case may be) shall have the
right to exercise this option for the number of Option Shares (if
any) for which the option is exercisable on the date of the
Optionee's death. Such right shall lapse and this option shall
cease to be exercisable upon the earlier of (i) the six (6) month
anniversary of the date of the optionee's death or (ii) the
Expiration Date.
(c)Optionee shall be deemed to be permanently disabled if
Optionee is, by reason of any medically determinable physical or
mental impairment expected to result in death or to be of
continuous duration of not less than six (6) months, unable to
perform his/her usual duties for the Company or the parent or
subsidiary corporation retaining his/her services. Upon the
expiration of such limited period of exercisability or (if
earlier) upon the Expiration Date, this option shall terminate
and cease to be outstanding.
6.Privilege of Stock Ownership. The holder of this option
shall not have any of the rights of a stockholder with respect to
the Option Shares until such individual shall have exercised the
option and paid the Option Price.
7.Exercise of Options.
(a)The option may be exercised in whole or in part (but
not as to fractional shares) by delivering it for surrender or
endorsement to the Company, attention of the Corporate Secretary,
at the Company's principal office, together with payment of the
Exercise Price and an executed Stock Purchase Agreement in the
form attached as Exhibit B ("Stock Purchase Agreement").
(b)The option price shall become immediately due upon
exercise of the option and shall be payable in one of the
following alternative forms: (i) full payment in cash or cash
equivalents; or (ii) full payment in shares of Common Stock
having a fair market value on the Exercise Date (as defined
below) in an amount equal to the option price; or (iii) a
combination of shares of Common Stock valued at fair market value
on the Exercise Date and cash or cash equivalents, equal in the
aggregate to the option price; or (iv) any other form of
consideration as the Plan Administrator may approve.
(c) The option is conditioned upon the agreement of the
Optionee to the terms and conditions of the Plan and of this
Agreement as evidenced by the Optionee's execution and delivery
of a Stock Purchase Agreement.
(d) No option shall be exercisable unless and until any
applicable registration or qualification requirements of federal
and state securities laws, and all other legal requirements, have
been fully complied with. The Company will use reasonable
efforts to maintain the effectiveness of a Registration Statement
under the Securities Act for the issuance of options and shares
acquired thereunder, but there may be times when no such
Registration Statement will be currently effective. The exercise
of options may be temporarily suspended without liability to the
Company during times when no such Registration Statement is
currently effective, or during times when, in the reasonable
opinion of the Committee, such suspension is necessary to
preclude violation of any requirements of applicable law or
regulatory bodies having jurisdiction over the Company. If any
option would expire for any reason except the end of its term
during such a suspension, then if exercise of such option is duly
tendered before its expiration, such option shall be exercisable
and exercised (unless the attempted exercise is withdrawn) as of
the first day after the end of such suspension. The Company
shall have no obligation to file any Registration Statement
covering resales of Option Shares.
(e) The Company shall have the right at the time of
exercise of any option under this Agreement to make adequate
provision for any federal, state, local, or foreign taxes which
it believes are or may be required by law to be withheld with
respect to such exercise.
8.Compliance with Laws and Regulations.
(a) The exercise of this option and the issuance of
Option Shares upon such exercise shall be subject to compliance
by the Company and the Optionee with all applicable requirements
of law relating thereto and with all applicable regulations of
any stock exchange on which shares of the Company's Common Stock
may be listed at the time of such exercise and issuance.
(b) In connection with the exercise of this option,
Optionee shall execute and deliver to the Company such
representations in writing as may be requested by the Company in
order for it to comply with the applicable requirements of
federal and state securities laws.
9.Successors and Assigns. Except to the extent otherwise
provided in this Agreement, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and the successors and assigns of the
Company.
10. Liability of Company.
(a) If the Option Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Common
Stock which may without stockholder approval be issued under the
Plan, then this option shall be void with respect to such excess
shares unless stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock issuable under
the Plan is obtained in accordance with the provisions of the
Plan.
(b) The inability of the Company to obtain approval from
any regulatory body having authority deemed by the Company to be
necessary to the lawful issuance and sale of any Common Stock
pursuant to this option shall relieve the Company of any
liability with respect to the non-issuance or sale of the Common
Stock as to which such approval shall not have been obtained.
The Company, however, shall use its best efforts to obtain all
such approvals.
11. No Employment or Service Contract. Except to the extent
the terms of any employment contract between the Company and the
Optionee may expressly provide otherwise, the Company (or any
parent or subsidiary corporation of the Company employing
Optionee) shall be under no obligation to continue the employee
status of Optionee for any period of specific duration and may
terminate such employee status at any time, with or without
cause.
12. Notices. Any notice required to be given or delivered
to the Company under the terms of this Agreement shall be in
writing and addressed to the Company in care of its Secretary at
its corporate offices. Any notice required to be given or
delivered to Optionee shall be in writing and addressed to
Optionee at the address indicated below Optionee's signature line
on this Agreement. All notices shall be deemed to have been
given or delivered upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to
be notified.
13. Construction. This Agreement and the option evidenced
hereby are made and granted pursuant to the Plan and are in all
respects limited by and subject to the express terms and
provisions of the Plan. All terms inconsistent with the Plan
shall be void except to the extent that such terms can be read
consistently with the terms of the Plan. All decisions of the
Plan Administrator with respect to any question or issue arising
under the Plan or this Agreement shall be conclusive and binding
on all persons having an interest in this option.
14. Governing Law. The interpretation, performance, and
enforcement of this Agreement shall be governed by the laws of
the State of California as applied to agreements between
California residents entered into and to be fully performed in
California.
15. Stockholder Approval. The grant of this option is
subject to approval of the Plan by the Company's stockholders
within twelve (12) months after the adoption of the Plan by the
Board of Directors, and this option may not be exercised in whole
or in part until such shareholder approval is obtained. In the
event that such stockholder approval is not obtained, then this
option shall thereupon terminate and the Optionee shall have no
further rights to acquire any Option Shares hereunder.
16. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
17. Withholding. Optionee hereby agrees to make appropriate
arrangements with the Company or parent or subsidiary corporation
employing Optionee (if any) for the satisfaction of any federal,
state or local income tax withholding requirements applicable to
the exercise of this option.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in duplicate on its behalf by its duly authorized
officer and Optionee has also executed this Agreement in
duplicate, all as of the day and year indicated above.
COMPANY:
BOATRACS, INC.,
a California corporation
By:
Title:
Optionee:
Address:
EXHIBIT "A"
INDIVIDUAL GRANT SCHEDULE
NAME DATE OPTION PRICE NUMBER OF OPTIONS
VESTING SCHEDULE
DATE PERCENTAGE VESTED
DESCRIPTION OF THE OPTION SHARES
These Option Shares are intended to be issued pursuant to
Incentive Stock Options.
COMPANY Initials Optionee Initials
EXHIBIT "A"
INDIVIDUAL GRANT SCHEDULE
NAME DATE OPTION PRICE NUMBER OF OPTIONS
VESTING SCHEDULE
DATE PERCENTAGE VESTED
DESCRIPTION OF THE OPTION SHARES
These Option Shares are intended to be issued pursuant to Non-
Qualified Stock Options.
COMPANY Initials Optionee Initials
EXHIBIT "B"
BOATRACS, INC.
STOCK PURCHASE AGREEMENT
(Exercise of Option)
This Agreement is made as of this ___ day of ______________,
19__, by and between Boatracs, Inc., a California corporation
("Company"), and ___________________________, the holder of a
stock option granted pursuant to the Company's 1996 Stock Option
Plan ("Optionee").
I. EXERCISE OF OPTION
A. Exercise. As of the date of this Agreement (the
"Purchase Date") optionee hereby purchases ________ shares of
Common Stock of the Company ("Purchased Shares") pursuant to that
certain option ("Option") granted Optionee on the date specified
in attached Exhibit "A" ("Grant Date") under the Company's 1996
Stock Option Plan ("Plan") at the option price of $_____ per
share ("Option Price").
B. Payment. Concurrently with the delivery of this
Agreement to the Secretary of the Company, Optionee shall (i) pay
the Option Price for the Purchased Shares in accordance with the
provisions of the agreement between the Company and Optionee
evidencing the Option ("Option Agreement"), and (ii) deliver
whatever additional documents may be required by the Option
Agreement as a condition for exercise.
II. OPTIONEE REPRESENTATIONS
A. Disposition of Shares. At the Company's reasonable
request, Optionee hereby agrees that Optionee shall make no
disposition of the Purchased Shares unless and until Optionee
shall have provided the Company with written assurances from the
Optionee and Company's counsel shall have provided a legal
opinion, in form and substance reasonably satisfactory to the
Company, that (i) the proposed disposition does not require
registration of the Purchased Shares under the 1933 Act or (ii)
all appropriate action necessary for compliance with the
registration requirements of the 1933 Act or of any exemption
from registration available under the 1933 Act has been taken.
The Company shall not be required (i) to transfer on its
books any Purchased Shares which have been sold or transferred in
violation of the provisions of this Section 2 or (ii) to treat as
the owner of the Purchased Shares, or otherwise to accord voting
or dividend rights to, any transferee to whom the Purchased
Shares have been transferred in contravention of this Agreement.
B. Shareholder Rights. Optionee (or any successor in
interest) shall have all the rights of a shareholder (including
voting and dividend rights) with respect to the Purchased Shares.
III. GENERAL PROVISIONS
A. No Employment or Service Contract. Except to the
extent the terms of any written employment contract with the
Optionee may expressly provide otherwise, the Company (or any
parent or subsidiary corporation employing or retaining Optionee)
is under no obligation to continue the Service Provider status of
Optionee for any period of specific duration and may terminate
such Service Provider status at any time, with or without cause.
For purposes of this Agreement, the Optionee shall be deemed to
be a Service Provider to the Company for so long as the Optionee
renders periodic services to the Company or one or more of its
parent or subsidiary corporations.
B. Optionee Undertaking. Optionee hereby agrees to take
whatever additional action and execute whatever additional
documents the Company may in its judgment deem necessary or
advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on either the Optionee or the
Purchased Shares pursuant to the express provisions of this
Agreement.
C. Agreement is Entire Contract. This Agreement
constitutes the entire contract between the parties hereto with
regard to the subject matter hereof. This Agreement is made
pursuant to the provisions of the Plan and shall in all respects
be construed in conformity with the express terms and provisions
of the Plan.
D. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of
California, as such laws are applied to contracts between
California residents entered into and to be fully performed
within California.
E. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first indicated above.
Company:
BOATRACS, INC., a
California corporation
By:
Title:
Optionee:
Address:
