Exhibit 99.3
COPYTELE, INC.
2003 SHARE INCENTIVE PLAN
STOCK AWARD AGREEMENT
THIS AGREEMENT, dated April 2, 2004 is made among CopyTele, Inc., a
Delaware corporation (the "Company") and Xxxxx X. Xxxxxx (the "Participant").
WITNESSETH:
1. GRANT OF AWARD. Pursuant to the provisions of the CopyTele, Inc.
2003 Share Incentive Plan, as the same may be amended, modified and supplemented
(the "Plan"), the Company hereby grants to the Participant as of the day and
year first above written, subject to the terms and conditions of the Plan and
subject further to the terms and conditions herein set forth, an award of
135,000 shares of common stock, par value $.01 per share, of the Company (the
"Stock").
2. WITHHOLDING. The Participant acknowledges that the Company will have
certain withholding obligations upon the issuance or delivery of any stock
certificates representing shares of Stock awarded pursuant to this Agreement. In
the event the total amount otherwise payable by the Company to the Participant
is insufficient to provide the Company with all taxes which it is required to so
withhold, the Participant shall pay to the Company such amounts as the Company
is required to withhold in excess of such total amount otherwise payable to the
Participant, as and when required by law.
3. ADDITIONAL TERMS.
(a) Construction. The Plan and this Agreement will be construed by and
administered under the supervision of the Committee (as defined in the Plan),
and all determinations of the Committee will be final and binding on the
Participant.
(b) Dilution. Nothing in the Plan or this Agreement will restrict or
limit in any way the right of the Board of Directors of the Company to issue or
sell stock of the Company (or securities convertible into stock of the Company)
on such terms and conditions as it deems to be in the best interests of the
Company, including, without limitation, stock and securities issued or sold in
connection with mergers and acquisitions, stock issued or sold in connection
with any stock option or similar plan, and stock issued or contributed to any
qualified stock bonus or employee stock ownership plan.
(c) Bound by Plan. The Participant hereby agrees to be bound by all of
the terms and provisions of the Plan, a copy of which is available to the
Participant upon request.
(d) Notices. Any notice hereunder to the Company or the Committee shall
be addressed to CopyTele, Inc., 000 Xxxx Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx,
00000, Attention: Chief Financial Officer.
(e) Counterparts. This Agreement may be executed in counterparts each
of which taken together shall constitute one and the same instrument.
(f) Governing Law. This Agreement, which constitutes the entire
agreement of the parties with respect to the Stock, shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York
without regard to principles of conflicts of law.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer of the Company and the Participant has
executed this Agreement, both as of the day and year first above written.
COPYTELE, INC.
/s/ Xxxxx X. XxXxxxx
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Xxxxx X. XxXxxxx
President
ACCEPTED:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
