Exhibit 10.32
PARAVANT COMPUTER SYSTEMS, INC.
NONEMPLOYEE DIRECTOR
AGREEMENT GRANTING SPECIAL STOCK OPTION
This Nonemployee Director Agreement Granting Special Stock Option (this
"Agreement") evidences and sets forth the terms of the special stock option
granted by Paravant Computer Systems, Inc. (the "Company") to Xxxx X. Xxxxxxxxx,
a nonemployee director of the Company (the "Grantee") by action of the Company's
Board of Directors on June 18, 1998 (the "Grant Date").
1. Option. As of the Grant Date the Company has granted to the Grantee
an option for the purchase of up to nine thousand (9,000) shares of common
stock, par value $0.15 per share (the "Option") at the exercise price of $1.72
per share (the "Option Price") subject to the terms and conditions hereinafter
set forth.
2. Provisions Incorporated by Reference from Existing Nonemployee
Directors' Stock Option Plan. Although the Option is not granted under the
Company's currently existing Nonemployee Directors' Stock Option Plan (the
"NDSOP"), the following provisions of the NSDOP are hereby incorporated by
reference as terms of the Option:
(i) Status of Option. As set forth in Section 2 of the NDSOP,
the Option shall not constitute an incentive stock option.
(ii) Interpretation of the Option. The interpretation of the
terms of the Option shall be as interpreted by the Committee referred to in
Section 5 of the NDSOP.
(iii) Medium and Time of Payment of Option Price. The
conditions with respect to the medium and time of payment of the Option Price
required to exercise the Option shall be as set forth in subsection (b) of
Section 7 of the NDSOP.
(iv) Term and Exercise of Option. The conditions with respect
to the term and exercise of the Option shall be as set forth in subsection (c)
of Section 7 of the NDSOP.
(v) Transferability. The conditions with respect to
transferability of the Option shall be as set forth in subsection (d) of Section
7 of the NDSOP.
(vi) Investment Purpose. The exercise of the Option shall be
subject to the investment purpose requirements set forth in subsection (e) of
Section 7 of the NDSOP.
(vii) Adjustment of Number of Shares. The number of shares
subject to the Option shall be adjusted for the events and in the manner set
forth in Section 8 of the NDSOP.
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3. Assumption of No Requirement of Shareholder Approval. The Board of
Directors of the Company has granted the Option based upon its understanding
that, because of the limited number of shares covered by the Option, shareholder
approval of the grant is not required under the requirements of Nasdaq or any
applicable federal or state statute, rule or regulation. In the event that it is
determined that such shareholder approval is required and such shareholder
approval is not obtained within twelve (12) months from the Grant Date the
Option shall be deemed to be rescinded, void ab initio, and of no further force
and effect. Any exercise of the Option shall be subject to the receipt by the
Company of an opinion of its legal counsel that no such shareholder approval is
required, or if required, that such shareholder approval has been obtained.
4. Purpose. The Option is granted to provide motivation and incentive
to the Grantee to continue his service as a nonemployee director of the Company
and to motivate him, in such capacity, to exert his best efforts on behalf of
the Company by enlarging his personal stake in the Company. The Option is, and
shall be, in addition to any director's fees, other stock options under the
NDSOP or any other plan or award, or any other compensation or benefits made
available to or paid to the Grantee by the Company or any other party in
consideration of the Grantee's service to the Company as a nonemployee director
or in any other capacity.
IN WITNESS WHEREOF, the Company and the Grantee have executed and
delivered this Agreement as of the Grant Date.
The Company:
Paravant Computer Systems, Inc.
By: s/Xxxxxxx X. XxXxxxxx
-----------------------
Xxxxxxx X. XxXxxxxx, President
Grantee:
s/Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
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