METRON TECHNOLOGY N.V.
EMPLOYEE STOCK OPTION PLAN
STOCK OPTION AGREEMENT
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Country of Residence: [FOR USE FOR
Full Name of Optionee: _______________ NON-U.K. AND NON-U.S. RESIDENTS]
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No. of Shares Covered: _______________ Date of Grant: _______________
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Option Price Per Share: US$___________
Equal to Fair Market Value (as such term
is defined in The Plan) as of ___________. Expiration Date: _______________
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Exercise Schedule pursuant to Section 4:
No. of Shares
As To Which Option
Becomes Exercisable
Initial Date of Exercisability As of Such Date
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This is a STOCK OPTION AGREEMENT ("Agreement") between METRON
TECHNOLOGY N.V. (the "Company"), and the Optionee identified above (the
"Optionee") effective as of the date of grant specified above.
RECITALS
WHEREAS, the Company maintains the Metron Technology Employee Stock
Option Plan ("Plan");
WHEREAS, the Supervisory Board of the Company has been appointed as the
committee (the "Committee") with the authority to determine the Options to be
granted under the Plan; and
WHEREAS, the Supervisory Board, in its own capacity and in the capacity
of the Committee has determined that the Optionee is eligible to receive an
Option under the Plan (the "Option") and has set the terms and conditions
thereof.
1.
TERMS AND CONDITIONS* /
1. GRANT. The Optionee is granted this Option to purchase the number of Shares
specified at the beginning of this Agreement on the terms and conditions set
forth herein.
2. EXERCISE PRICE. The price payable by the Optionee for each Share subject to
this Option shall be the Option Price specified at the beginning of this
Agreement.
3. TYPE OF STOCK OPTION. This Option is not intended to be an "incentive stock
option" within the meaning of Section 422 of the United States Internal Revenue
Code of 1986, as amended (the "Code").
4. EXERCISE SCHEDULE. Except as provided in Section 7(c) of this Agreement, this
Option may not be exercised until and before _______________. If the Option has
not expired and your continuous service as an employee or consultant of the
Company or a Group Company has not terminated, twenty-five percent (25%) of the
total shares originally subject to the Option shall become exercisable on each
of _______________, _______________, _______________ and _______________ (in
each case the total number of shares to be exercisable, if other than a whole
number, will be rounded to the next lowest whole number on a cumulative basis)
and the remaining Shares subject to this Option shall become exercisable on the
fourth anniversary of the date of grant all as reflected on the first page of
this Option Agreement. Before this Option expires, the Optionee may at any time
purchase all or any portion of the Shares then available under the Exercise
Schedule to the extent not previously purchased.
5. EXPIRATION. This Option shall expire at 4:00 p.m. Pacific Standard Time on
the earliest of:
(a) The expiration date specified at the beginning of this
Agreement which date shall not be later than ten years after
the date of grant;
(b) The last day of the period following the termination of
Optionee's continuous service as an employee or consultant
of the Company or a Group Company during which this Option
can be exercised as specified in Section 7 of this
Agreement; or
(c) The date (if any) fixed for termination of this Option
pursuant to Section 14.2 of the Plan.
In no event may anyone exercise this Option, in whole or in part, after
it has expired, notwithstanding any other provision of this Agreement.
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*/ Unless the context indicates otherwise, capitalized terms that are not
defined in this Agreement shall have the meaning set forth in the Plan as it
currently exists or as it is amended in the future.
2.
6. PROCEDURE TO EXERCISE OPTION.
NOTICE OF EXERCISE. Subject to the terms and conditions of this
Agreement, this Option may be exercised by delivering advance written notice of
exercise in the form attached to this Agreement or a similar form containing
substantially the same information to the Company at 0000 Xxx Xxxxxxxx Xxxxxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxx (or such other address as the Company shall
advise the Optionee of pursuant to written notice to the Optionee), or to the
Optionee's Employer if it is a Group Company (as defined in book 2 of the Dutch
Civil Code) at such Employer's address; and, if to the Company, the notice shall
be addressed or delivered to the Corporate Secretary or a Managing Director, or
if to his/her Employer, the notice shall be addressed and delivered to its Chief
Financial Officer or the person holding the comparable position. The notice
shall state the number of Shares to be purchased, and shall be signed by the
Optionee, or the Optionee's heir, successor or permitted assign exercising this
Option. If the person exercising this Option is not the Optionee, he/she also
must submit appropriate proof of his/her right to exercise this Option.
TENDER OF PAYMENT. Any notice of exercise hereunder shall be
accompanied by payment by check, bank draft or money order payable to the
Company of the full purchase price of the Shares being purchased in the same
currency as listed on page one of this Agreement; provided, however, that the
Committee, in its sole discretion, may permit the Optionee to pay the Option
Price in whole or in part (i) with Shares owned by the Optionee; or (ii) by
delivery on a form prescribed by the Committee of an irrevocable direction to a
securities broker approved by the Committee to sell Shares and deliver all or a
portion of the proceeds to the Company in payment for the Shares acquired upon
exercise; or (iii) by Shares issuable upon exercise of the option; or (iv) in
any combination of the foregoing. Any Shares used to exercise options shall be
valued by the Committee at their fair market value on the date of the exercise
of the Option.
OWNERSHIP OF SHARES. As soon as practicable after the Company
receives a properly executed notice and the purchase price provided for
above, the Optionee's ownership of Shares in the Company shall be effected by
a deed to be executed before a Dutch civil law notary and entry of the name
of the Optionee or other person acquiring those Shares in the Company's
shareholders' register. The Optionee agrees that none of the Shares so
acquired shall be offered, transferred or sold at any time to any person,
including legal entities, that are established, domiciled or resident in The
Netherlands, except for repurchases by the Company, or as otherwise permitted
pursuant to the laws of The Netherlands and all other applicable securities
and share transfer laws. All such Shares shall be fully paid.
7. CONTINUOUS SERVICE. This Option may be exercised only during Optionee's
continuous service as an employee or consultant of the Company or a Group
Company, provided that:
(a) The Optionee may exercise this Option during the 90-day
period following termination of continuous service as an
employee or consultant, but only to the extent that it was
exercisable immediately prior to the date of termination of
continuous service as an employee or consultant (I.E. he/she
shall not progress on the Exercise Schedule).
3.
(b) If the Optionee becomes totally and permanently disabled (as
determined by the Committee) during Optionee's continuous
service as an employee or consultant, he/she may exercise
this Option during the one year period following the date of
his/her termination of continuous service as an employee or
consultant but only to the extent that it was exercisable
immediately prior to the date of termination of continuous
service as an employee or consultant.
(c) If the Optionee dies during Optionee's continuous service as
an employee or consultant, the legal representative of
his/her estate, or other person or persons acquiring the
right to exercise the Option by bequest or inheritance, may
exercise this Option during the 90-day period following the
date the Optionee dies, and this Option may be exercised in
full (notwithstanding the Exercise Schedule).
However, this Option may be exercised following termination of
continuous service as an employee or consultant only as to that number of shares
as to which it was exercisable on the date of termination of continuous service
as an employee or consultant under the provisions of Section 4 of this
Agreement.
Notwithstanding anything stated above to the contrary, this Option may
not be exercised after it has expired as provided in Section 5 of this
Agreement.
8. LIMITATION ON TRANSFER. While the Optionee is alive, only the Optionee or
his/her guardian or other legal representative may exercise this Option. This
Option may not be assigned or transferred other than by will or the laws of
descent and distribution, and shall not be subject to pledge or other security
right. Any attempt to assign, transfer, pledge or otherwise dispose of this
Option contrary to the provisions hereof shall be without effect.
9. NO STOCKHOLDER RIGHTS BEFORE EXERCISE. No person shall have any of the rights
of a shareholder of the Company with respect to any Share subject to this Option
until exercise of this Option with respect to such Share.
10. DISCRETIONARY ADJUSTMENT. The Committee may in its sole discretion make
appropriate adjustments in the number of Shares subject to this Option and in
the Option Price per Share to give effect to any adjustments made in the number
of outstanding Shares through a merger, consolidation, recapitalization,
reclassification, combination, stock dividend, stock split or other relevant
change; provided that, fractional Shares shall be rounded to the nearest whole
Share.
11. TAX WITHHOLDING. No Shares shall be issued under the Plan to the Optionee
until the Optionee has made arrangements acceptable to the Committee for the
satisfaction of U.S. federal, state, local and foreign income and social
security tax withholding obligations, including without limitation, obligations
incident to the receipt of Shares under the Plan or the receipt of any cash
payments by the Optionee. Upon exercise of the Option, the Company, at its
option, may withhold from the Optionee or require the Optionee to surrender
Shares sufficient to satisfy all _______________, local and foreign income,
withholding and other tax obligations. Any adverse consequences incurred by the
Optionee with respect to the use of Shares to pay any part
4.
of the Option Price or of any tax in connection with the exercise of the Option
shall be the sole responsibility of the Optionee.
12. ASSIGNABILITY. This option shall, during Optionee's lifetime, be exercisable
only by him, and neither the Option nor any right hereunder shall be
transferable by Optionee except as permitted under Section 8 of this Agreement.
13. INTERPRETATION OF THIS AGREEMENT. All decisions and interpretations made by
the Company or the Committee with regard to any question arising hereunder or
under the Plan shall be binding and conclusive upon the Company and the
Optionee. If there is any inconsistency between the provisions of the Agreement
and the Plan, the provisions of the Plan shall govern.
14. DISCONTINUATION OF EMPLOYMENT. This Agreement shall not give the Optionee a
right to continued employment with the Company or a Group Company, and the
Company or Group Company employing the Optionee may terminate his/her employment
and otherwise deal with the Optionee without regard to the effect it may have
upon his/her under this Agreement.
15. OBLIGATION TO RESERVE SUFFICIENT SHARES. The Company shall at all times
during the term of this Option reserve and keep available a sufficient number of
Shares to satisfy the Company's obligations upon exercise of the Option in
accordance with the terms of this Agreement.
16. BINDING EFFECT. This Agreement shall be binding in all respects on the
heirs, representatives, successors and assigns of the Optionee.
17. CHOICE OF LAW. The Agreement is entered into under the laws of The
Netherlands and shall be construed and interpreted thereunder (without regard to
its conflicts of laws principles).
18. CAPITAL DUTY. The Company and/or the Group Company for whom the Employee is
employed shall be responsible for the payment of the capital duty due under
Netherlands law upon exercise of the Option and payment of the purchase price
for the Shares subject thereto.
5.
19. ACKNOWLEDGEMENT. The Optionee acknowledges receipt of a copy of the Plan,
and represents that he or she is familiar with the terms and provisions thereof,
and hereby accepts this Option subject to all of the terms and provisions
thereof. The Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Committee upon any questions arising
under the Plan.
IN WITNESS WHEREOF, the Optionee and the Company have executed this
Agreement as of the _____ day of .
METRON TECHNOLOGY N.V.
OPTIONEE
By:
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Its:
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6.
CONSENT OF SPOUSE
I, ___________________________, spouse of the OPTIONEE who executed the
foregoing Agreement, hereby agree that my spouse's interest in the Shares
subject to said Agreement shall be irrevocably bound by the Agreement's terms. I
further agree that my community property or other marital property interest in
such shares, if any, shall similarly be bound by said Agreement and that such
consent is binding upon my executors, administrators, heirs and assigns. I agree
to execute and deliver such documents as may be necessary to carry out the
intent of said Agreement and this consent.
Dated: _________________, 19____
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7.
