EXHIBIT 99.3
WESTOWER CORPORATION
NONQUALIFIED STOCK OPTION LETTER AGREEMENT
FOR NONEMPLOYEE DIRECTORS
TO: [[Name]] Date of Grant: [[Grant]]
We are pleased to inform you that you have been selected by the Board of
Directors of Westower Corporation (the "Company") to receive a nonqualified
stock option for the purchase of [[Shares]] shares of the Common Stock of the
Company at an exercise price of $[[Price]] per share.
The grant of the option described in this Agreement is made pursuant to the
terms and conditions of this Agreement and except as otherwise provided herein,
upon the other terms and conditions set forth in the Company's 1997 Stock
Compensation Plan (the "Plan"), a copy of which is incorporated into this
Agreement by reference.
The terms of this option are summarized as follows:
TERM: The term of this option is five years from date of grant ("Grant
Date"), unless sooner terminated as provided below.
VESTING: This option will vest and become immediately exercisable upon the
Grant Date.
EXERCISE: During your lifetime only you can exercise this option, except
that the option may be exercised by the personal representative of your estate
or the beneficiary thereof following your death. You may use the Notice of
Exercise of Nonqualified Stock Option in the form attached to this Agreement
when you exercise this option.
TERMINATION: The option will terminate one year after termination of your
relationship with the Company as a result of disability or death and ninety days
after all other terminations, but in each case not later than the remaining term
of this option. Any portion of the option that is not exercisable at the time
of cessation of your relationship with the Company will terminate at such time.
PAYMENT FOR SHARES: This option may be exercised by the delivery of one or
more of the following:
(a) Cash or check; and/or
(b) Tendering (either actually or, if and so long as the Common Stock is
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), by attestation) shares of the Common Stock of
the Company having a fair market value (as of the date of receipt of such shares
by the Company) equal to the purchase price for the number of shares of Common
Stock purchased. (You should consult your tax advisor before exercising this
option with stock you received upon the exercise of an incentive stock option.)
CONTINUATION OF DIRECTOR IN SAME STATUS: Nothing contained in this
Agreement or in any action taken pursuant to this Agreement will be construed as
creating or constituting evidence of any agreement or understanding, express or
implied, that a nonemployee director will have any right to continue as a
director of the Company or in any other capacity for any period of time or at a
particular retainer or other rate of compensation.
TRANSFER OF OPTION: This option is not transferable except by will or by
the applicable laws of descent and distribution.
NO STATUS AS SHAREHOLDER: Neither you nor any party to whom your rights
and privileges under the option pass will be, or have any of the rights or
privileges of, a shareholder of the Company with respect to any of the shares
issuable upon the exercise of this option unless and until this option has been
exercised.
HOLDING PERIODS:
A. SECURITIES EXCHANGE ACT SECTION 16
If an individual subject to Section 16 of the Exchange Act sells shares of
Common Stock obtained upon the exercise of a stock option within six months
after the date this option was granted, such sale may result in short-swing
profit recovery under Section 16(b) of the Exchange Act.
B. TAXATION
You should obtain tax advice when exercising any option and prior to the
disposition of the shares issued upon the exercise of any option.
REGISTRATION: AT THE PRESENT TIME, THE COMPANY INTENDS TO FILE AND
MAINTAIN AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES THAT
WILL BE ISSUED UPON THE EXERCISE OF THIS OPTION. THE COMPANY INTENDS TO
MAINTAIN THIS REGISTRATION BUT HAS NO OBLIGATION TO DO SO. IN THE EVENT THAT
SUCH REGISTRATION IS NO LONGER EFFECTIVE, YOU WILL NOT BE ABLE TO EXERCISE THIS
OPTION UNLESS EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES
LAWS ARE AVAILABLE; SUCH EXEMPTIONS FROM REGISTRATION ARE VERY LIMITED AND MIGHT
BE UNAVAILABLE.
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,
WESTOWER CORPORATION
By_________________________________
Its ____________________________
-15-
ACCEPTANCE AND ACKNOWLEDGMENT
I, a resident of the State of ____________, accept the nonqualified stock
option described above and acknowledge receipt of a copy of this Agreement and
the Plan. I have read and understood the Agreement.
Dated: _____________________________ _______________________________________
[[Name]]
Address________________________________
____________________________________ _______________________________________
Taxpayer I.D. Number _______________________________________
By his or her signature below, the spouse of the Optionee, if such Optionee
is legally married as of the date of his or her execution of this Agreement,
acknowledges that he or she has read this Agreement and is familiar with the
terms and provisions thereof, and agrees to be bound by all the terms and
conditions of this Agreement.
Dated: _________________
_____________________________
Spouse's Signature
_____________________________
Printed Name
By his or her signature below, the Optionee represents that he or she is
not legally married as of the date of execution of this Agreement.
Dated: _________________
_____________________________
Optionee's Signature
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
To: WESTOWER CORPORATION
I, a resident of the State of _____________, hereby exercise my
nonqualified stock option granted by the Board of Directors of Westower
Corporation (the "Company") on ____________, 19__, subject to all the terms and
provisions of the Nonqualified Stock Option Letter Agreement and notify the
Company of my desire to purchase _______ shares of Common Stock of the Company
(the "Securities") at the exercise price of $[[Price]] per share which were
offered to me pursuant to said option.
I hereby represent and warrant that (1) I have been furnished with a copy
of the Plan and all information which I deem necessary to evaluate the merits
and risks of the purchase of the Securities; (2) I have had the opportunity to
ask questions and receive answers concerning the information received about the
Securities and the Company; and (3) I have been given the opportunity to obtain
any additional information I deem necessary to verify the accuracy of any
information obtained concerning the Securities and the Company.
Dated: _____________________________ _____________________________________
[[Name]]
Address _____________________________
____________________________________ _____________________________________
Taxpayer I.D. Number _____________________________________
RECEIPT
______________________ hereby acknowledges receipt from _________________
in payment for ________ shares of Common Stock of Westower Corporation, a
Washington corporation, of $___________________ in the form of
[_] Cash
[_] Check (personal, cashier's or bank certified)
[_] __________ shares of the Company's Common Stock,
fair market value $_______ per share
Date: _______________________ By: __________________________
FMV on such date: $__________ For: Westower Corporation
-18-
WESTOWER CORPORATION
NONQUALIFIED STOCK OPTION LETTER AGREEMENT
TO: [[Name]] Date of Grant: [[Grant]]
We are pleased to inform you that you have been selected by the Board of
Directors of Westower Corporation (the "Company") to receive a nonqualified
stock option for the purchase of [[Shares]] shares of the Common Stock of the
Company at an exercise price of $[[Price]] per share.
The grant of the option described in this Agreement is made pursuant to the
terms and conditions of this Agreement and except as otherwise provided herein,
upon the other terms and conditions set forth in the Company's 1997 Stock
Compensation Plan (the "Plan"), a copy of which is incorporated into this
Agreement by reference.
The terms of this option are summarized as follows:
TERM: The term of this option is five years from date of grant ("Grant
Date"), unless sooner terminated.
VESTING: This option will vest and become exercisable according to the
following schedule:
DATE ON AND AFTER WHICH OPTION IS PORTION OF TOTAL OPTION WHICH IS
EXERCISABLE EXERCISABLE
[[Grant1]] 33.33%
[[Grant2]] 66.66%
[[Grant3]] 100%
TERMINATION: This option will terminate immediately upon termination for
cause, as defined below, or one year after termination of employment as a result
of disability or death, but in each case not later than the remaining term of
this option. This option will terminate three months after all other
terminations, but in each case not later than the remaining term of this option;
provided, however, that if the optionee terminates employment voluntarily within
one year from the Grant Date, this option will terminate immediately on the date
of such termination.
"Cause," for purposes of this Agreement, means dishonesty, fraud,
misconduct, unauthorized use or disclosure of confidential information or trade
secrets, or conviction or confession of a crime punishable by law (except minor
violations), in each case as determined by the Plan Administrator, and its
determination will be conclusive and binding.
EXERCISE: During your lifetime only you can exercise this option. The
personal representative of your estate or the beneficiary thereof following your
death also may exercise this option. You may use the Notice of Exercise of
Nonqualified Stock Option in the form attached to this Agreement when you
exercise this option.
PAYMENT FOR SHARES: This option may be exercised by the delivery of one or
more of the following:
-19-
(a) Cash or check; and/or
(b) Tendering (either actually or, if and so long as the Common Stock is
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), by attestation) shares of the Common Stock of
the Company having a fair market value (as of the date of receipt of such shares
by the Company) equal to the purchase price for the number of shares of Common
Stock purchased. (You should consult your tax advisor before exercising this
option with stock you received upon the exercise of an incentive stock option.)
WITHHOLDING TAXES: As a condition to the exercise of this option, you will
remit in cash to the Company the amount of any payment required by the Company
for the satisfaction of any federal, state or local withholding tax obligations
that may arise in connection with such exercise.
CONTINUED EMPLOYMENT OR SERVICES: Nothing contained in this Agreement or
in any action taken pursuant to this Agreement will be construed as giving any
person the right to be retained in the employ of the Company or limit the
Company's right to terminate the employment or services of any person.
TRANSFER OF OPTION: This option is not transferable except by will or by
the applicable laws of descent and distribution.
NO STATUS AS SHAREHOLDER: Neither you nor any party to whom your rights
and privileges under the option pass will be, or have any of the rights or
privileges of, a shareholder of the Company with respect to any of the shares
issuable upon the exercise of this option unless and until this option has been
exercised.
HOLDING PERIODS:
A. SECURITIES EXCHANGE ACT SECTION 16
If an individual subject to Section 16 of the Exchange Act sells shares of
Common Stock obtained upon the exercise of a stock option within six months
after the date this option was granted, such sale may result in short-swing
profit recovery under Section 16(b) of the Exchange Act.
B. TAXATION
You should obtain tax advice when exercising any option and prior to the
disposition of the shares issued upon the exercise of any option.
REGISTRATION: AT THE PRESENT TIME, THE COMPANY INTENDS TO FILE AND
MAINTAIN AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES THAT
WILL BE ISSUED UPON THE EXERCISE OF THIS OPTION. THE COMPANY INTENDS TO
MAINTAIN THIS REGISTRATION BUT HAS NO OBLIGATION TO DO SO. IN THE EVENT THAT
SUCH REGISTRATION IS NO LONGER EFFECTIVE, YOU WILL NOT BE ABLE TO EXERCISE THIS
OPTION UNLESS EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES
LAWS ARE AVAILABLE; SUCH EXEMPTIONS FROM REGISTRATION ARE VERY LIMITED AND MIGHT
BE UNAVAILABLE.
-20-
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,
WESTOWER CORPORATION
By______________________________
Its_________________________
-21-
ACCEPTANCE AND ACKNOWLEDGMENT
I, a resident of the State of ____________, accept the nonqualified stock
option described above and acknowledge receipt of a copy of this Agreement and
the Plan. I have read and understood the Agreement.
Dated: ____________________________ ___________________________________
[[Name]]
Address____________________________
___________________________________ ___________________________________
Taxpayer I.D. Number ___________________________________
By his or her signature below, the spouse of the Optionee, if such Optionee
is legally married as of the date of his or her execution of this Agreement,
acknowledges that he or she has read this Agreement and is familiar with the
terms and provisions thereof, and agrees to be bound by all the terms and
conditions of this Agreement.
Dated: _________________
__________________________________
Spouse's Signature
__________________________________
Printed Name
By his or her signature below, the Optionee represents that he or she is
not legally married as of the date of execution of this Agreement.
Dated: _________________
__________________________________
Optionee's Signature
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
To: WESTOWER CORPORATION
I, a resident of the State of _____________, hereby exercise my
nonqualified stock option granted by the Board of Directors of Westower
Corporation (the "Company") on ____________, 19__, subject to all the terms and
provisions of the Nonqualified Stock Option Letter Agreement and notify the
Company of my desire to purchase _______ shares of Common Stock of the Company
(the "Securities") at the exercise price of $[[Price]] per share which were
offered to me pursuant to said option.
I hereby represent and warrant that (1) I have been furnished with a copy
of the Plan and all information which I deem necessary to evaluate the merits
and risks of the purchase of the Securities; (2) I have had the opportunity to
ask questions and receive answers concerning the information received about the
Securities and the Company; and (3) I have been given the opportunity to obtain
any additional information I deem necessary to verify the accuracy of any
information obtained concerning the Securities and the Company.
Dated: ________________________ _________________________________
[[Name]]
Address__________________________
_______________________________ _________________________________
Taxpayer I.D. Number _________________________________
RECEIPT
______________________ hereby acknowledges receipt from ___________ in
payment for ________ shares of Common Stock of Westower Corporation, a
Washington corporation, of $___________________ in the form of
[_] Cash
[_] Check (personal, cashier's or bank certified)
[_] _______ shares of the Company's Common Stock,
fair market value $______ per share
Date: ________________________ By: _____________________________
FMV on such date: $___________ For: Westower Corporation
