EXHIBIT 99.2
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT made on _____________________ between XXXXXXXXX
TECHNOLOGIES, INC. (hereinafter called the "Company") and
___________________________ (hereinafter called the "Optionee"), who is an
employee of the Company or one or more of the Company's subsidiaries.
W I T N E S S E T H T H A T:
1. Shares Subject to Option. Pursuant to the provisions of the 1990
Non-Qualified Stock Option Plan approved by the Stockholders of the Company on
February 12, 1991, the Company hereby grants to the Optionee an option to
purchase ___________ shares of Common Stock ($.01 par value) of the Company
(hereinafter called the "Optioned Shares") at a price of $_______ (U.S.) per
share (the "Option Price"), in accordance with such authority and subject to the
terms and conditions and within the period of time hereinafter set forth. The
Option granted herein is intended as a non-qualified stock option.
2. Terms and Exercise of Option. The Option hereby granted (the "Option")
may be exercised by the Optionee as to sixty percent (60%) of the Optioned
Shares caused hereby after [two years from the date of grant], eighty percent
(80%) after [three years from the date of grant] and one hundred percent (100%)
after [four years from the date of grant] (subject to the conditions set forth
in Clause 3 below).
At the time of exercise of the Option, the Option Price of each share
purchased thereto shall be paid in full in cash and the Company, upon receipt of
such Option Price, will cause certificates for shares purchased thereunder to be
delivered to the person entitled thereto. 3. Conditions to Exercise. Exercise of
the Option as hereinabove provided shall be subject to the following express
conditions precedent:
The Optionee shall have remained in the continuous employ of the Company or
a subsidiary of the Company from the date of grant of the Option until the date
of exercise thereof except that:
(i) in the event of the death of the Optionee subsequent to two
years of continuous employment with the Company or a
subsidiary and during the continuance of such employment,
the Option shall be exercisable at any time or from time to
time prior to the expiration date of the Option set forth in
Clause 2 above by the estate of such deceased Optionee or by
any person who shall acquire the right to exercise such
Option by bequest or inheritance up to the full number of
shares the deceased was entitled to purchase and receive
delivery of as of the date of death; and
(ii) in the event of termination of the Optionee's employment by
the Company or a subsidiary for any cause other than death,
the Option may be exercised by the Optionee within three
months after such termination of employment in whole or in
part to the full number of Optioned Shares which the
Optionee might have purchased immediately prior to the such
termination of employment.
4. Option Non-Transferable. This Option may not be transferred by the
Optionee otherwise than by Will or by the laws of the descent and distribution
and may be exercised during the lifetime of the Optionee only by him.
5. Continuation of Employment. This Agreement shall not be construed as
giving the Optionee any right to be retained in the employment of the Company or
any of its subsidiary companies or to affect or limit in any way the right of
the Company or of any of its subsidiary companies to terminate the employment of
the Optionee at any time with or without cause. This Option hereby granted shall
not be exercisable if such exercise would involve a violation of any applicable
law or regulation by any governmental authority. The Company agrees to make such
reasonable efforts to comply with any applicable state or federal securities law
or regulations as it may in its sole discretion determine are reasonably
necessary and will not subject the Company to unreasonable expenses or
hardships.
6. Adjustment of Option Price and Number of Optioned Shares. In the event
of any reorganization, recapitalization, stock split, stock dividend,
combination or shares, merger, consolidation or other similar change in the
corporate structure or capitalization of the Company or in its Common Stock, the
number of Optioned Shares and the Option and Option Price per share shall be
appropriately adjusted; but no such adjustment in the Option Price shall be made
which would reduce the Option Price per share to less than the par value
thereof.
7. Right of Cancellation. Notwithstanding the foregoing provisions of this
Agreement, the Option may be canceled by the Board of Directors of the Company
at any time prior to the exercise thereof if the Board determines by express
resolution in its sole and absolute discretion that the Optionee has at any time
prior to or after the date hereof intentionally committed an act materially
inimical to the interests of the Company or of any subsidiary of the Company.
OPTIONEE: XXXXXXXXX TECHNOLOGIES, INC.
___________________________ By:__________________________
Optionee , President
___________________________
Witness
