EXHIBIT 4.4
PARAVANT COMPUTER SYSTEMS, INC.
Incentive Stock Option Agreement
Agreement made this ___________________________day of ______________, between
PARAVANT COMPUTER SYSTEMS, INC., a Corporation (the "Company" or "PCS") and
_____________________, an employee (or independent director) of the Company
residing at ____________________________________________________________________
________________________ (the "Employee" or "Director").
NOW THEREFORE in consideration of the premises, it is agreed by and between
the parties hereto as follows:
1. Grant of Option
The Company hereby grants the Employee (Director) the right, privilege
and Option to purchase up to _____________ of its shares of Common Stock, par
value $________ per share, at an exercise price of $_________ per share in the
manner and subject to the conditions provided herein and in its Incentive Stock
Option Plan (the "Plan").
2. Times of Exercise
The Option covered by this Agreement may be exercised by the Employee
(Director) from ___________, until _____________, in whole or in part or
until its expiration or termination as provided herein or in the Plan. In the
case of an Employee, the option vests and may only be exercisable at a rate no
greater than 33 1/3% each continuous year in which the Employ is employed on a
full-time basis by the Company. (In the case of an independent Director, the
option vests and may only be exercisable after one full year's membership on
PCS's Board of Directors.)
3. Method of Exercise
The Option shall be exercised by delivering a written notice to a member
of the Stock Option Committee at the Company's principal offices, accompanied by
the Employee's (Director's) personal check in the appropriate amount for payment
of the exercise price for the number of shares of Common Stock of PCS, specified
to be purchased. The written notice shall indicate such number of shares to be
purchased and the total exercise price applicable thereto. The Company shall,
within 30 days of receiving such notice and the Employee's (Director's) check
covering the exercise price, deliver a stock certificate(s). The date of
delivery of such stock certificate(s) may be extended by mutual agreement of the
Company and the Employee (Director) or due to any law or regulation which may
require the Company to take action with respect to the shares covered by such
notice prior to issuance thereof.
4. Termination of Option
Except as otherwise stated herein, the Option, to the extent that it has
not been exercised, shall terminate upon the occurrence of any of the following
events:
(A) Within 5 days after the Employee (Director) voluntarily terminates
his employment with the Company but only to the extent that such Option has
become exercisable as of the date of termination of such Employee (Director);
(B) Within 30 days if such employment was terminated on a non-voluntary
basis other than death but only to the extent that such Option has become
exercisable as of the date of termination of such Employee (Director);
(C) Within one year after the Employee's (Director's) death by his or
her executor, administrator or personal representative but only to the extent
that such Option has become exercisable as of the date of death of such
employee; or
(D) _____________________________, ________________ (representing the
expiration of ten years from the grant of this option).
Questions, including but not limited to such voluntary or non-voluntary
termination, the disability of Employee and related treatment hereunder shall be
determined by the Stock Option Committee
5. Reclassification, Consolidation or Merger
This Option is subject to certain anti-dilution provisions set forth in
the Plan.
6. Rights Prior to Exercise of Option
This Option is non-assignable and non-transferable by the Employee,
except in the event of his or her death as specified in the Plan and during the
Employee's (Director's) lifetime is exercisable only by him or her. The Employee
(Director) shall have no rights as a stockholder of the Company merely because
he or she has been granted this Option. Such rights only accrue upon exercise of
the Option, in whole or in part, payment of the appropriate exercise price, and
issuance and delivery of the underlying shares as provided in this Agreement.
7. Restrictions on Dispositions
In order to realize the tax benefits allowed under Section 424(a) of the
Internal Revenue Code of 1954, as amended, regarding any gains derived from the
sale of the shares underlying this Option, no disposition of such shares may be
made by the Employee (Director) within two (2) years from the date of the
granting of this option or within one (1) year after the transfer of such shares
to the Employee (Director) and the Employee (Director) must remain in the employ
of the Company from the time the Option is granted until three (3)
months before its exercise and in the case of his or her disability twelve (12)
months before its exercise.
All shares acquired by the Employee (Director) shall be deemed
restricted securities as that term is defined under the Securities Act of 1933,
as amended (the "Act"), and may not be sold or transferred unless certain
conditions are met. It is understood that the shares so acquired hereunder are
to be purchased for investment only and not with a view to, or for, sale in
connection with any public offering or distribution. The stock certificates
representing such shares shall contain a legend delineating all the restrictions
to which such shares are subject.
8. Plan and Its Amendment
This Option has been granted pursuant to the Plan, adopted by the
Company's Board of Directors and its shareholders, and the Board of Directors
has reserved the right to amend or discontinue the Plan at any time as long as
such action does not impair this Option or any rights thereunder.
9. Binding Effect
This Agreement shall inure to the benefit of an be binding upon the
parties hereto and their respective heirs, executors, administrators and
assigns. The laws of the State of Florida shall govern the interpretation and
enforceability of this Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
on the day and year first above written.
PARAVANT COMPUTER SYSTEMS, INC.
BY:______________________________
Xxxxxxx X. XxXxxxxx
President
AGREED AND ACCEPTED BY:
___________________________________
Employee
(Director)
