EXHIBIT 10.18
ATTACHMENT B
STOCK OPTION LETTER AGREEMENT
April 1, 1999
Xxxxxxx X. Xxxxxxx
Dear Xxxxxxx:
We are pleased to inform you that you have been selected by the Compensation
Committee of the Board of Directors of Applied Microsystems Corporation (the
"Company") to receive a stock option for the purchase of the number of shares
of Applied Microsystems Corporation Common Stock at the exercise price set
forth on the signature page. The Board of Directors acknowledges that this
option is offered to you as an inducement essential to your entering into an
employment contract with the Company.
Subject to adjustment as provided below, the stock to be offered under this
Agreement Shall consist of shares of the Company's Common Stock, $.01 par
value (the "Stock").
The terms of the option are as set forth in this Stock Option Letter
Agreement (the "Agreement").
TERM
Ten years from the date of grant, unless sooner terminated.
VESTING
The option is immediately exercisable, subject to the other terms and
conditions of this Agreement.
REPURCHASE
The Company or its assignee may repurchase any shares you purchase upon
exercise of this option if your employment terminates for any reason during
the first year after the date of grant of this option. A number of shares
equal to twenty five percent (25%) of the total number of shares purchasable
under this option will be free from this repurchase right after the first
full year, and an additional twenty-five percent (25%) will be free after
each subsequent full year, so that all shares will be free from any
repurchase rights after the fourth full year from the date of grant of this
option. The repurchase price will be the per-share exercise price, as
adjusted for any stock split, stock dividend, or similar change in
capitalization. The repurchase rights will not apply if your employment
terminates on account of death or disability.
These repurchase rights are subject to the limitations set forth in Attachment C
to your employment agreement with the Company, dated April 1, 1999.
-17-
TRANSFER OF OPTION
(a) OPTIONS. This stock option is nonassignable and nontransferable by
the optionee, either voluntarily or by operation of law, except by will or by
the laws of descent and distribution of the state or country of the
optionee's domicile at the time of death, and this option by its terms shall
be exercisable during the optionee's lifetime only by the optionee.
(b) STOCK. Stock issued upon exercise of this option may have, in
addition to restrictions on transfer imposed by law, any restrictions on
transfer determined by the Board of Directors.
TERMINATION OF EMPLOYMENT OR DEATH
(a) ACCELERATION OF EXERCISE PERIOD. If the optionee's employment is
terminated by retirement or for any reason, voluntarily or involuntarily,
with or without cause, other than in the circumstances specified in (b)
below, this option may be exercised at any time prior to its expiration date
or the thirtieth day after the date of such termination of employment (or, if
such is not a regular business day, on the last preceding business day),
whichever is the shorter period, but only if and to the extent the optionee
was entitled to exercise the option on the date of such termination. Subject
to such terms and conditions as the Board of Directors may determine, the
Board of Directors may extend the exercise period any length of time not
later than the expiration date of the option and may increase the portion of
the option that may be exercised on termination.
(b) DEATH OR PHYSICAL DISABILITY. If the optionee's employment is
terminated because of death or physical disability (within the meaning of
Section 22(e)(3) of the Internal Revenue Code), the option, including
portions not yet exercisable, may be exercised prior to the earlier of the
expiration of 12 months from the date of death or disability or the
expiration of the option. If the optionee's employment is terminated by
death, any option held by the optionee shall be exercisable only by the
person or persons to whom such optionee's rights under such option shall pass
by the optionee's will or by the laws of descent and distribution of the
state or country of the optionee's domicile at the time of death. Subject
to such terms and conditions as the Board of Directors may determine, the
Board of Directors may extend the exercise period any length of time not
later than the expiration date of the option.
(c) TERMINATION OF OPTION. To the extent that the option is held by
the estate of the deceased optionee or by any optionee whose employment is
terminated and is not exercised within the limited periods provided above,
all further rights to purchase shares pursuant to such option and all other
related rights shall terminate at the end of such periods.
-18-
PURCHASE OF SHARES PURSUANT TO OPTION
Shares may be purchased or acquired pursuant to the option granted under
this Agreement only upon receipt by the Company of notice in writing from the
optionee of the optionee's intention to exercise, specifying the number of
shares as to which the optionee desires to exercise the option and the date
on which the optionee desires to complete the transaction, which shall not be
more than 30 days after receipt of the notice. On or before the date
specified for completion of the purchase of shares pursuant to an option, the
optionee must have paid the Company the full purchase price of such shares in
cash or by bank-certified or cashier's check (including cash that may be the
proceeds of a loan from the Company), in whole or in part in shares of Common
Stock of the company previously acquired and held for not less than one year
by the optionee, or, with the consent of the Board of Directors, in whole or
in part in shares of Common Stock of the Company previously acquired and held
for less than one year by the optionee. Any shares surrendered on payment
for the exercise of options shall be valued at fair market value as
determined by the Board of Directors. No shares shall be issued until full
payment therefor has been made. With the consent of the Board of Directors,
the optionee may request the Company to automatically apply the shares
received upon the exercise of a portion of a stock option (even though stock
certificates have not yet been issued) to satisfy the exercise price for
additional portions of the option. Upon exercise of the option, the
optionee shall, upon notification of the amount due, if any, and prior to or
concurrently with delivery of the certificates representing the shares with
respect to which the option was exercised, pay to the Company, in cash or by
bank-certified or cashier's check, amounts necessary to satisfy any
applicable federal, state, and local tax withholding requirements. If
additional withholding is or becomes required beyond any amount deposited
before delivery of the certificates, the optionee shall pay such amount to
the Company on demand. With the consent of the Board of Directors the
optionee may satisfy this obligation, in whole or in part, by having the
Company withhold from the shares to be issued upon the exercise that number
of shares that would satisfy the withholding amount due or by delivering to
the Company already owned stock to satisfy the withholding amount. In
addition to the forms of payment or satisfaction of the purchase price and
tax withholding requirements permitted herein, the Board of Directors may
accept payment in such other form as it shall approve.
ADJUSTMENTS TO OPTIONS
(a) Upon the effective date of the dissolution or liquidation of the
Company, or of a reorganization, merger or consolidation of the Company with
one or more corporations which results in more than 80% of the outstanding
voting shares of the Company being owned by one or more affiliated
corporations or other affiliated entities, or of a transfer of all or
substantially all the assets or more than 80% or the then outstanding shares
of the Company to another corporation, this Agreement shall terminate unless
provisions be made in writing in connection with such transaction for the
continuance of the Agreement and for the assumption of options and other
rights theretofore granted, or the substitution for such option and other
rights of new options or rights covering the shares of a successor
corporation, or a parent or subsidiary thereof, with appropriate adjustments
as to number and kind of shares and prices, in which event this Agreement and
the option and other rights granted under it, or the new option and other
rights substituted therefor, shall continue in the manner and under the terms
so provided. In the event of such dissolution, liquidation, reorganization,
merger, consolidation, transfer of assets or transfer of stock, and if
provision is not made in such transaction for the continuance of this
Agreement and for the assumption of options and other rights or substitutions
therefor of new options and other rights covering the shares of a successor
corporation or a parent or subsidiary thereof, then the optionee shall be
entitled, prior to the effective date of any such transaction, to purchase
the full number of shares under his option which he otherwise would have been
entitled to purchase during the remaining term of such option or other rights
without regard to any limitation on exercise which may be contained therein.
-19-
(b) If the outstanding shares of Stock are increased or decreased
(other than through a stock dividend of less than 10%) or changed into or
exchanged for a different number or kind of shares or securities of the
Company or shares of a different par value, through recapitalization,
reclassification, stock split, amendment to the Company's Articles of
Incorporation or reverse stock split, an appropriate and proportionate
adjustment shall be made in the maximum number and/or kind of securities
allocated to the options or other rights with a corresponding adjustment in
the price for each share or other unit of any security covered thereby.
(c) Adjustments herein shall be made by the Board of Directors, whose
determination shall be final. No fractional shares shall be issued under
this Agreement or pursuant to any adjustment to it.
CONDITIONS UPON ISSUANCE OF SHARES OF STOCK
Shares of Stock shall not be issued with respect to an option under this
Agreement unless the exercise of such option and the issuance and delivery of
such shares pursuant thereto shall comply with all relevant provisions of
law, including, without limitation, any applicable state securities laws, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance. Without creating any duty on the part of the
Company to seek any regulatory authority, inability of the Company to obtain
from any regulatory body having jurisdictional authority deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any
shares hereunder shall relieve the Company of any liability in respect of the
nonissuance or sale of such shares as to which such requisite authority shall
not have been obtained.
As a condition to the exercise of an option the Company may require the
optionee to represent and warrant at the time of any such exercise or
performance that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any
of the aforementioned relevant provisions of law. At the option of the
Company, a stop-transfer order against any shares of Stock may be place on
the official stock books and records of the Company, and a legend indicating
that the Stock may not be pledged, sold or otherwise transferred unless an
opinion of counsel is provided (concurred in by counsel for the Company)
stating that such transfer is not in violation of any applicable law or
regulation, may be stamped on stock certificates in order to assure exemption
from registration. The Board may also require such other action or agreement
by the optionee as may from time to time be necessary to comply with the
federal and state securities laws. The Company shall not in any event be
obliged to undertake registration of the options or Stock hereunder.
EMPLOYMENT RIGHTS
Nothing in this Agreement or any option granted, awarded, or sold pursuant to
this Agreement shall confer upon (i) the employee any right to be continued
in the employment of the Company or any parent or subsidiary of the Company,
or shall interfere in any way with the right of the Company or any parent or
subsidiary the Company by whom such employee is employed to terminate such
employee's employment at any time, for any reason, with or without cause, or
to increase or decrease such employee's compensation, or (ii) any person
engaged by the Company any right to be retained or employed by the Company or
to the continuation, extension, renewal, or modification of any compensation,
contract, or arrangement with or by the Company.
-20-
NO RIGHTS AS A SHAREHOLDER
The holder of this option shall have no rights as a shareholder with respect to
any shares covered by any option until the date of issue of a stock certificate
to him for such shares. Except as otherwise expressly provided in this
Agreement, no adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.
Please execute the Acceptance and Acknowledgment set forth below on the enclosed
copy of this Agreement and return it to the undersigned.
Very truly yours,
APPLIED MICROSYSTEMS CORPORATION
By /s/ Xxxxxxx Xxxxxxx
------------------------------
Xxxxxxx Xxxxxxx, Chairman
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
ACCEPTANCE AND ACKNOWLEDGMENT
I accept the option described in the above Stock Option Letter Agreement and
acknowledge receipt of a copy of this Agreement. I have read and understand this
Agreement.
Dated: : Apri1 1, 1999 /s/ Xxxxxxx X. Xxxxxxx
------------------------------ --------------------------------
A. Total Number of shares: 215,000
B. Price per share: $2.50
X. Xxxx of xxxxx: APRIL 1, 1999
D. This is intended to be a Non-qualified Stock Option.
THE EXERCISE OF THIS OPTION AND THE DISPOSITION OF ANY SHARES THUS ACQUIRED MAY
AFFECT YOUR INCOME TAX OBLIGATIONS SIGNIFICANTLY. YOU ARE URGED TO CONSULT YOUR
TAX ADVISOR.
-21-
