EXHIBIT 10.18
The following non-employee directors were granted options utilizing the form
agreement on the dates and at the grant prices as listed below:
Xxxxxxx X. Xxxxx May 10, 1996 $5.68
Xxxxx X. Xxxxxxxxx May 10, 1996 $5.68
Xxxxxx X. Xxxxxx June 16, 1996 $6.44
Xxxxx X. Xxxxxxx, Xx. September 3, 1996 $6.16
FORM OF OPTION AGREEMENT
NVIEW CORPORATION
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
INITIAL OPTION GRANT
As of__________ ("Date of Grant"), an Option ("Option") is hereby
granted by nVIEW Corporation, a Virginia corporation ("Company"),
to_______________ ("Optionee"), for and with respect to common stock of the
Company, without par value ("Common Stock"), subject to the following terms and
conditions:
1. GRANT OF OPTION. Subject to the provisions set forth herein and the
terms and conditions of the nVIEW Corporation 1996 Non-Employee Director Stock
Option Plan ("Plan"), the terms of which are hereby incorporated by reference,
and in consideration of the agreements of Optionee herein provided, the Company
hereby grants to Optionee a nonqualified option to purchase from the Company up
to Five Thousand (5,000) shares of Common Stock (the "Option Shares"), at the
purchase price per share as set forth below.
2. EFFECTIVE DATE. The Plan became effective on July 25, 1996, the
date the Plan was approved by the holders of Common Stock of the Company.
3. OPTION PRICE PER SHARE. The Option Price shall be $_____per Option
Share.
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4. EXERCISE AND EXPIRATION OF OPTION.
(a) This Option shall be exercisable on and after the Date of
Grant and shall expire five (5) years following the Date of Grant.
(b) Subject to the foregoing, this Option may be exercised in
whole or in part at any time, from time to time, by giving written notice of
exercise to the Company specifying the number of Option Shares to be purchased.
5. CONDITION OF EXERCISE OF OPTION. The exercise of this Option is
conditioned upon the acceptance by Optionee of the terms hereof, as evidenced by
his execution of this Agreement in the space provided below, and the return of
an executed copy to the Secretary of the Company.
6. PAYMENT UPON EXERCISE. Written notice of exercise pursuant to
paragraph 4 hereof shall be accompanied by payment in full of the purchase
price, either by certified or bank check, or such other instrument as the
Compensation Committee of the Board of Directors of the Company (the
"Committee") may accept. Payment in full or in part may also be made in the form
of Common Stock already owned by the Optionee. If payment of the Option Price is
made in whole or in part in the form of Common Stock already owned by the
Optionee, the Company may require that the Common Stock be owned by the Optionee
for a period of six (6) months or longer so that such payment would not result
in a pyramid exercise. No shares of Common Stock shall be issued until full
payment therefor has been made. Optionee shall generally have the rights to
dividends or other rights of a shareholder with respect to shares subject to the
Option when the Optionee has given written notice of exercise, has paid in full
the purchase price for such shares, and, if requested, has given the
representation described in paragraph 7 herein.
7. REPRESENTATION BY OPTIONEE. All certificates for shares of Common
Stock delivered under the Plan shall be subject to such stock transfer orders
and other restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities Act of 1933, as amended
(the "Act"), any stock exchange or automated quotation system upon which the
Common Stock is then listed, and any applicable federal or state securities law,
and the Committee may cause a legend or legends to be put on such certificates
to make appropriate reference to such restrictions.
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8. TAXATION. This Option and any Common Stock acquired pursuant to
the exercise hereof shall be taxed as a "nonqualified" option, in accordance
with Section 83 of the Internal Revenue Code of 1986, as amended, or any
successor thereto (the "Code").
9. NON-TRANSFERABILITY OF OPTION. This Option shall not be
transferable by Optionee other than by will or by the laws of descent and
distribution. The Option, during Optionee's lifetime, shall only be exercisable
by the Optionee.
10. COMPLIANCE WITH RULE 16B-3. It is the intent of the Company that
this Agreement complies in all respects with Rule 16b-3 under the Act in
connection with the granting of this Option to the Optionee who is subject to
Section 16 of the Act. Accordingly, if any provision of this Agreement does not
comply with the requirements of Rule 16b-3 as then applicable to the Optionee,
such provision shall be construed or deemed amended to the extent necessary to
conform to such requirements with respect to the Optionee. The Optionee agrees
to refrain from disposing of shares of Common Stock acquired pursuant to the
exercise of this Option for the length of time necessary to comply with Rule
16b-3(c)(1) under the Act. The Company intends this Option to constitute a
formula plan as described in Rule 16- 3(c)(2)(ii) promulgated by the Securities
and Exchange Commission under the Act, such that the Option shall not affect the
Optionee's disinterested status (as described in Rule 16b- 3(c)(2)(i) under the
Act) for the purposes of administering any stock-related plan of the Company
established pursuant to Rule 16-3 under the Act.
11. DOCUMENTATION. In the event this Option shall be exercised in
whole, this Agreement shall be surrendered to the Company for cancellation. In
the event this Option shall be exercised in part, or a change in the number or
designation of the Common Stock shall be made, this Agreement shall be delivered
by Optionee to the Company for the purpose of making appropriate notation
thereon, or of otherwise reflecting, in such manner as the Company shall
determine, the partial exercise or the change in the number or designation of
the Common Stock.
12. OPTIONEE BOUND BY PLAN. The Optionee hereby acknowledges receipt of
the attached copy of the Plan and agrees to be bound by all the terms and
provisions thereof, as amended, and by all determinations of the Committee, as
the case may be, thereunder. Capitalized terms used in this Agreement but not
defined herein shall have the same meanings as in the Plan.
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13. NOTICES. Any notice that must be given to the Company pursuant to
this Agreement shall be deemed delivered to the Company (1) on the date it is
personally delivered to the Secretary of the Company at its principal executive
offices, or (2) three business days after it is sent by registered or certified
mail, postage prepaid, addressed to the Secretary at such offices, and shall be
deemed delivered to the Optionee (1) on the date it is personally delivered to
the Optionee, or (2) three business days after it is sent by registered or
certified mail, postage prepaid, addressed to the Optionee at the last address
shown for the Optionee on the records of the Company.
14. GOVERNING LAW. All questions pertaining to the validity,
construction and administration of this Option shall be determined in conformity
with the laws of the Commonwealth of Virginia, to the extent not inconsistent
with the federal law and the rules and regulations promulgated thereunder by the
Securities and Exchange Commission.
15. ADMINISTRATIVE REGULATIONS. This Option shall be exercised in
accordance with such administrative regulations as the Committee shall from time
to time adopt.
NVIEW CORPORATION
By:__________________________________
Xxxxxx Xxxxxxxxxxx
The undersigned hereby accepts the foregoing Option and the terms and
conditions hereof.
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