PRO TECH COMMUNICATIONS, INC.
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement") made as of this 1st day of June,
2001, between Pro Tech Communications, Inc., a Florida corporation (the
"Company"), having its principal executive office at 0000 Xxxxxxxxxx Xxxx, Xxxx
Xxxxxx, Xxxxxxx 00000, and Xxxxxxx X. Xxxxxxxxx ("Optionee").
On March 5, 1998, the Company's Board of Directors adopted the 1998 Stock
Option Plan (the "Plan"), under which Options to purchase shares of the
Company's common stock, par value $.001 per share (the "Common Stock"), could be
granted to officers, employees, and certain directors and consultants of the
Company. On April 15, 1998, the stockholders of the Company approved the
adoption of the Plan.
On April 26, 2000, the Board of Directors amended the Plan, subject to
shareholder approval, to increase the number of shares covered under the Plan to
2,000,000 shares of the Company's Common Stock. On August 11, 2000, at the
adjourned annual meeting of stockholders, the stockholders of the Company
approved the adoption of the amendment to the Plan, increasing the number of
shares of the Company's Common Stock covered under the Plan from 500,000 shares
to 2,000,000 shares. Capitalized terms used herein and not defined have the same
meanings as set forth in the Plan.
Pursuant to said Plan, the Company hereby grants to Optionee a nonstatutory
stock option to acquire Common Stock of the Company upon the following terms and
conditions:
1. Grant of Option. The Company hereby grants to Optionee a nonstatutory
stock option (the "Option") to purchase (subject to adjustment pursuant to
Section 9 of the Plan) up to two hundred thousand (200,000) fully paid and
nonassessable shares of the Common Stock of the Company (the "Shares"), to be
issued upon the exercise thereof, as set forth below.
2. Exercise Price. The exercise price of the Option shall be $0.17 per
share. The Company shall pay all original issue or transfer taxes on the
exercise of the Option.
3. Limitation on Exercisability of Option. The Option granted hereby shall
vest and become fully exercisable as follows (the "Vesting Dates"):
As to 40% June 1, 2001
As to 30% June 1, 2002
As to 30% June 1, 2003
After each Vesting Date, the applicable Shares becoming exercisable on the
Vesting Date in question shall be exercisable in whole or in part until the
expiration of the Option.
4. Expiration of Option. The Option shall not be exercisable after June 1,
2008.
5. Non-Assignability of Option. The Option shall not be given, granted,
sold, exchanged, transferred, pledged, assigned or otherwise encumbered or
disposed of by Optionee, otherwise than by will or the laws of descent and
distribution, and during the lifetime of Optionee, shall be exercisable only by
the Optionee or his or her agent, attorney-in-fact, or guardian.
6. Method of Exercise of Option. Optionee shall notify the Company by
written notice sent by registered or certified mail, return receipt requested,
addressed to its principal office, or by hand delivery to such office, properly
receipted, as to the number of Shares which Optionee desires to purchase under
the Option, which written notice shall be accompanied by cash or Optionee's
check payable to the order of the Company for the full exercise price of such
Shares and the amount of any withholding tax obligation of the Company as
described in Section 14(a) of the Plan. As soon as practicable after the receipt
of such written notice, the Company shall, at its principal office, tender to
Optionee a certificate or certificates issued in Optionee's name evidencing the
Shares purchased by Optionee hereunder.
7. Termination of Employment or Services.
(a) Termination by Reason of Death or Disability. In the event
the employment of Optionee is terminated by reason of death
or disability, any Option granted to Optionee that has not
been exercised prior to the date of termination of
employment may be exercised by Optionee (or the heirs or
legatees of Optionee, as applicable) at any time within
twelve (12) months after such termination of employment,
unless the Option, by its term, expires earlier.
(b) Termination by Retirement. In the event the employment of
Optionee is terminated by reason of retirement, any Option
granted to Optionee that has not been exercised prior to the
date of termination of employment may be exercised by
Optionee (or the heirs or legatees of Optionee, as
applicable) at any time within twelve (12) months after such
termination of employment, unless the Option, by its term,
expires earlier. For the purpose of the Plan and this
Agreement, the criteria for retirement are defined as an
employee whose age in years on the date of retirement when
added to the number of years of continuous service with the
Company and its subsidiaries immediately preceding such date
equals a number greater than fifty-one (51), provided the
number of such years of service is not less than five (5).
Exceptions to these criteria may be made by action of the
Company's Board of Directors.
(c) Termination by Resignation. In the event the employment of
Optionee is terminated by reason of resignation, any
outstanding Option granted to the Optionee which is vested
as of the date of notice of resignation may be exercised by
the Optionee within the period beginning on the date of such
notice of resignation and ending three (3) months after such
date, unless the Option, by its term, expires earlier.
(d) Termination of Employment for Other Reasons. If the
employment of Optionee shall terminate for any reason other
than the reasons set forth in (a), (b) or (c) above, and
other than for cause, any Option granted to the Optionee
that has not been exercised prior to the date of termination
of employment may be exercised by the Optionee within the
period beginning on the date of such notice of resignation
and ending three (3) months after such date, unless the
Option, by its term, expires earlier.
(e) Termination for Cause. If the employment of Optionee shall
terminate for cause, all outstanding Options held by
Optionee shall immediately terminate and be forfeited to the
Company immediately upon notice, and no additional exercise
period shall be allowed.
8. Shares of Common Stock as Investment. By accepting the Option, Optionee
agrees that any and all Shares purchased upon the exercise thereof shall be
acquired for investment and not for distribution, and upon the issuance of any
or all of the Shares subject to the Option, Optionee shall deliver to the
Company a representation in writing that such Shares are being acquired in good
faith for investment and not with a view toward resale or distribution. The
Company may place an appropriate restrictive legend on the certificate or
certificates evidencing such Shares.
9. Adjustments upon Changes in Capitalization. In the event of changes in
the outstanding Common Stock of the Company by reason of stock dividends, stock
splits, recapitalizations, mergers, consolidations, combinations, exchanges of
shares, separations, reorganization, or liquidations, the number of Shares
issuable upon the exercise of the Option, and the exercise price thereof and any
limitation on exercise set forth in Paragraph 3 hereof shall be correspondingly
adjusted by the Company in accordance with the provisions of Section 9 of the
Plan. Any such adjustment in the number of Shares shall apply proportionately to
only the then unexercised portion of the Option. If fractional shares would
result from any such adjustment, the adjustment shall be revised to the next
lower whole number of shares.
10. No Rights as Stockholders. Optionee shall have no rights as a
stockholder in respect to the Shares as to which the Option shall not have been
exercised and payment made as herein provided.
11. Binding Effect. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
12. The Stock Option Plan. This Agreement and the Option granted hereunder
are subject to the terms and conditions of the Plan, a copy of which is
available at the Optionee's request and is on file in the Company's offices.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
PRO TECH COMMUNICATIONS, INC.
/s/ XXXXXXX XXXXXXXXX
By: Xxxxxxx Xxxxxxxxx
Its:____________________
OPTIONEE:
Xxxxxxx X. Xxxxxxxxx
OPTION EXERCISE FORM
(To be executed by the Optionee in order to Exercise the Option)
TO: Pro Tech Communications, Inc.
0000 Xxxxxxxxxx 00xx Xxxxxx
Xx. Xxxxxx, Xxxxxxx 000000
Attention: Xxxxxxx X. Xxxxxxxxx
The undersigned hereby irrevocably elects to exercise the within Option to
the extent of purchasing __________ shares of Common Stock, par value $0.001 per
share, of Pro Tech Communications, Inc. (the "Shares") and hereby makes payment
at the rate of $___.___ per share, or an aggregate of $_________, in payment
therefor.
The undersigned represents, warrants and certifies as follows:
(a) Optionee is acquiring the Shares in good faith for purposes of
investment and not with a view to the resale or distribution thereof.
(b) All offers and sales of the Shares shall be made pursuant to an
effective registration statement under the 1933 Act or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the 1933 Act.
Dated: ________________, 200__
By:
Signature
Print Name
