EXHIBIT 99(C)
THIS STOCK OPTION AGREEMENT entered into as of ______________ between
TII NETWORK TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and
_____________ ("Optionee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company has adopted, and the
Company's stockholders have approved at the Company's 2003 Annual Meeting of
Stockholders, the Company's 2003 Non-Employee Director Stock Option Plan, as
amended on September 28, 2004 (the "Plan"), to xxxxxx the Company's ability to
attract and retain the services of experienced and knowledgeable directors who
are not common law employees of the Company and to provide additional incentive
for such directors to continue to work for the best interests of the Company and
its stockholders through the continuing ownership of shares of the Company's
Common Stock, $.01 par value per share (the "Common Stock");
NOW, THEREFORE, in consideration of the foregoing and the covenants
contained herein, it is hereby agreed:
1. The Company, in accordance with and subject to the terms and
conditions of this Agreement and the Plan, grants to Optionee a stock option to
purchase up to an aggregate of ________shares of Common Stock at an exercise
price of $_____ per share (such number of shares and exercise price being
subject to adjustment as provided in the Plan).
2. This option shall expire at 5:00 P.M., New York time, on
____________, subject to earlier termination as provided in the Plan.
3. This option shall vest and become exercisable, on a cumulative
basis, in four equal quarterly installments commencing on the date hereof.
Notwithstanding the foregoing, this option may not be exercised at any time in
an amount less than 100 shares (or the remaining shares then covered by and
purchasable under this option if less than 100 shares). This option may not be
exercised in respect of a fraction of a share.
4. This option shall be exercised by the giving of written notice to
the Company at its New York office, presently 0000 Xxxxx Xxxxxx, Xxxxxxxx, Xxx
Xxxx 00000, Attention: Vice President-Administration, specifying the number of
shares of Common Stock being purchased and accompanied by the payment in full of
the aggregate exercise price for the shares to be purchased in cash or by check.
Optionee shall not have the rights of a stockholder with respect to shares
subject to this option until the date of issuance of a stock certificate to
Optionee for such shares. In addition, Optionee shall pay to the Company in cash
or by check, upon demand, the amount, if any, which the Company determines is
necessary to satisfy its obligation to withhold federal, state and local income
and other taxes or other amounts incurred by reason of the grant or exercise of
this option.
5. It is a condition to the exercise of this option that either (i) a
Registration Statement under the Securities Act of 1933, as amended, or any
succeeding act (collectively, the "Securities Act"), with respect to the shares
underlying this option shall be effective and current at the time of exercise of
this option or (ii) in the opinion of counsel to the Company, there shall be an
exemption from registration under the Securities Act for the issuance of shares
of Common Stock upon such exercise. Nothing herein shall be construed as
requiring the Company to register shares subject to the Plan for issuance or for
resale.
6. This option is subject to all of the terms and conditions of the
Plan, receipt of a copy of which is acknowledged by Optionee. In the event of a
conflict between the terms of this option and the terms of the Plan, the terms
of the Plan shall govern. The Company may amend the Plan and options granted to
the Optionee under the Plan, subject to the limitations contained in the Plan.
7. This option may not be transferred otherwise than by will or the
laws of descent and distribution and may be exercised, during Optionee's
lifetime, only by Optionee or Optionee's legal representatives.
8. This option shall be binding upon and inure to the benefit of any
successor or assign of the Company and to the executor, administrator or other
legal representative entitled by law and the Plan to the Optionee's rights
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
TII NETWORK TECHNOLOGIES, INC.
By:
----------------------------------
Xxxxxxx X. Xxxxx, President
----------------------------------
(Optionee)
----------------------------------
(Optionee Address)
