February 7, 1997 Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
94-3026925
(IRS Employer Identification No.)
222 Caspian Drive, Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)
TCI INTERNATIONAL, INC.
1995 Non-Employee Director Stock Option Plan
(Full title of the plan)
John W. Ballard
President and Chief Executive Officer
TCI INTERNATIONAL, INC.
222 Caspian Drive, Sunnyvale, CA 94089
(Name and address of agent for service)
(408) 747-6100
(Telephone number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
<S> <C> <C> <C> <C>
Options to Purchase 292,885 N/A N/A N/A
Common Stock
Common Stock,
$0.01 par value 292,885 $6.38 $1,868,606.30 $567.00
</TABLE>
(1) This Registration Statement shall also cover any
additional shares of Common Stock which become issuable
under the 1995 Non-Employee Director Stock Option Plan
by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected
without the receipt of consideration which results in an
increase in the number of the outstanding shares of
Common Stock of TCI International, Inc.
(2) The shares of Common Stock registered under this
Registration Statement have also been registered under
Registration Statement No. 33-280875 for issuance
under the Registrant's 1981 Stock Option Plan.
(3) Calculated solely for purposes of this offering
under Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of the average of the high and low
selling prices per share of Common Stock of TCI
International, Inc. on February 5, 1997 as reported by
the Nasdaq National Market.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
TCI International, Inc. (the "Registrant") hereby
incorporates by reference into this Registration
Statement the following documents previously filed with
the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1996 filed with the
Commission on December 30, 1996; and
(b) The Registrant's Registration Statement
No. 0-10877 on Form 8-A, filed with the Commission on
January 27, 1983, as amended on Form S-4 (File No. 33-
11265), in which there is described the terms, rights
and provisions applicable to the Registrant's common
stock.
All reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Act of 1934, as amended (the
"1934 Act') after the date of this Registration
Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered
hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration
Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in
any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or
supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Article VII, Section 6 of the Bylaws of the Registrant
provides for indemnification of directors to the extent
provided by law. Section 145 of the Delaware General
Corporation Law authorizes a court to award, or a
corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as
amended (the "1933 Act"). Pursuant to such Bylaw
provision, the Registrant has entered into agreements
with its directors and certain officers providing for
indemnification for all actions against such persons
related to their performance of services for the
Registrant, except where the conduct of the director or
officer is knowingly fraudulent, deliberately dishonest,
constitutes willful misconduct, or is a violation of the
federal short-swing trading rules. The Registrant also
maintains an insurance policy insuring its directors and
officers against liability for certain acts and
omissions while acting in their official capacities.
Insofar as indemnification for liabilities
arising under the 1933 Act may be permitted to
directors, officers or controlling persons of the
Registrant, the Registrant has been advised that, in the
opinion of the Commission, such indemnification is
against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Number Exhibit
4.0 Instruments Defining Rights of
Stockholders. Reference is made to
Registrant's Registration Statement
No. 0-10877 on Form 8-A, as amended
on Form S-4 (File No. 33-11265),
which is incorporated herein by
reference pursuant to Item 3(c) of
this Registration Statement.
5.0 Opinion and Consent of Brobeck,
Phleger & Harrison LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Brobeck, Phleger &
Harrison LLP is contained in
Exhibit 5.
24.0 Power of Attorney. Reference is made
to page II-4 of this Registration
Statement.
99.1 TCI International, Inc. 1995 Non-
Employee Director Stock Option Plan.
99.2 Form of Notice of Grant.
99.3 Form of Stock Option Agreement.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes: (1)
to file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the 1933 Act, (ii) to
reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement, and (iii) to include any
material information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply
if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into the Registration
Statement; (2) that for the purpose of determining any
liability under the 1933 Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of the
Registrant's 1995 Non-Employee Director Stock Option
Plan.
B. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934
Act that is incorporated by reference into the
Registration Statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors,
officers or controlling persons of the Registrant
pursuant to the indemnity provisions summarized in Item
6 above, or otherwise, the Registrant has been informed
that, in the opinion of the Commission, such
indemnification is against public policy as expressed in
the 1933 Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the 1933 Act, and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the
Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sunnyvale,
State of California, on this 7th day of February, 1997.
TCI INTERNATIONAL, INC.
By /s/ John W. Ballard
John W. Ballard
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of TCI
International, Inc., a Delaware corporation, do hereby
constitute and appoint John W. Ballard and John W.
Ballard III, and each of them, the lawful attorneys and
agents, with full power and authority to do any and all
acts and things and to execute any and all instruments
which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to
enable said corporation to comply with the 1933 Act, and
any rules or regulations or requirements of the
Commission in connection with this Registration
Statement. Without limiting the generality of the
foregoing power and authority, the powers granted
include the power and authority to sign the names of the
undersigned officers and directors in the capacities
indicated below to this Registration Statement, to any
and all amendments, both pre-effective and post-
effective, and supplements to this Registration
Statement, and to any and all instruments or documents
filed as part of or in conjunction with this
Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and
confirms all that said attorneys and agents, or any of
them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney as of the date indicated.
Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.
<TABLE>
Signatures Title Date
<S> <C> <C>
/s/ John W. Ballard President, Chief Executive February 7, 1997
John W. Ballard Officer, and Director (Principal
Executive Officer)
/s/ John W. Ballard, III Chief Financial Officer (Principal February 7, 1997
John W. Ballard, III Financial and Accounting Officer)
/s/ E.M.T. Jones Chairman of the Board of Directors February 7, 1997
E.M.T. Jones
/s/ Hamilton W. Budge Director February 7, 1997
Hamilton W. Budge
/s/ Asaph H. Hall Director February 7, 1997
Asaph H. Hall
/s/ C. Alan Peyser Director February 7, 1997
C. Alan Peyser
/s/ Donald C. Cox Director February 7, 1997
Donald C. Cox
</TABLE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933
TCI INTERNATIONAL, INC.
EXHIBIT INDEX
Exhibit Number Exhibit
4.0 Instruments Defining Rights of
Stockholders. Reference is made to
Registrant's Registration No. 0-10877
on Form 8-A, as amended on Form S-4
(File No. 3-11265) which is
incorporated herein by reference
pursuant to Item 3(c) of this
Registration Statement.
5.0 Opinion and Consent of Brobeck,
Phleger & Harrison LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Brobeck, Phleger &
Harrison LLP is contained in
Exhibit 5.
24.0 Power of Attorney. Reference is made
to page II-4 of this Registration
Statement.
99.1 TCI International, Inc. 1995 Non-
Employee Director Stock Option Plan.
99.2 Form of Notice of Grant.
99.3 Form of Stock Option Agreement.
Opinion and Consent of Brobeck, Phleger & Harrison LLP
February 7, 1997
TCI International, Inc.
222 Caspian Drive
Sunnyvale, CA 94089
Re: TCI International, Inc. (the "Company")
Registration Statement for
292,885 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the
"Registration Statement") under the Securities Act of
1933, as amended, of the 292,885 shares of Common Stock
of TCI International, Inc. (the "Company") authorized
for issuance in the aggregate under the Company's 1995
Non-Employee Director Stock Option Plan (the "Director
Plan") and the Company's 1981 Stock Option Plan (the
"Option Plan"). We advise you that, in our opinion,
when such shares have been issued and sold pursuant to
the applicable provisions of the Director Plan or the
Option Plan and in accordance with the Registration
Statement, such shares will be validly issued, fully
paid and nonassessable shares of the Company's Common
Stock.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
02/07/97
Consent of Independent Auditors
The Board of Directors
TCI International, Inc.
We consent to incorporation by reference in the
registration statement dated February 7, 1997, on Form
S-8 of TCI International, Inc. of our report dated
November 8, 1996, relating to the consolidated balance
sheet of TCI International, Inc. and subsidiaries as of
September 30, 1996, and the related statements of
operations, stockholders' equity and cash flows for the
year then ended, which report appears in the September
30, 1996, annual report on Form 10-K of TCI
International, Inc.
/s/ KPMG Peat Marwick LLP
Palo Alto, California
February 7, 1997
Exhibit 23.2
Consent of Deloitte & Touche LLP
We consent to the incorporation by reference in this
Registration Statement of TCI International, Inc. on
Form S-8 of our report dated November 22, 1995 (which
includes an explanatory paragraph concerning a change in
accounting for income taxes and investments), appearing
in the Annual Report on Form 10-K of TCI International,
Inc. for the year ended September 30, 1996.
/s/ Deloitte & Touche LLP
San Jose, California
February 3, 1997
TCI INTERNATIONAL, INC.
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
I. PURPOSE OF THE PLAN
This 1995 Non-Employee Director Stock Option Plan
(the"Plan") is intended to promote the interests of TCI
International,Inc., a Delaware corporation (the
"Corporation"), by providing the non-employee members of
the Corporation's Board of Directors with the
opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the
Corporation as an incentive for them to remain in the
service of the Corporation.
II. DEFINITIONS
For purposes of the Plan, the following definitions
shall be in effect:
Board: the Corporation's Board of Directors.
Code: the Internal Revenue Code of 1986, as
amended.
Common Stock: shares of the Corporation's common
stock.
Change in Control: a change in ownership or control
of the Corporation effected through any of the following
transactions:
(i) a merger or consolidationn in which the
Corporation is not the surviving entity, except for a
transaction the principal purpose of which is to change
the State in which the Corporation is incorporated,
(ii) the sale, transfer or other disposition of
all or substantially all of the assets of the
Corporation in complete liquidation or dissolution of
the Corporation,
(iii) any reverse merger in which the Corporation
is the surviving entity but in which securities
possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding
securities are transferred to person or persons
different from the persons holding those securities
immediately prior to such merger, or
(iv) the acquisition by any person or related
group of persons (other than the Corporation or a person
that directly or indirectly controls, is controlled by,
or is under common control with, the Corporation) of
beneficial ownership of securities possessing more than
fifty percent (50%) of the total combined voting power
of the Corporation's outstanding securities pursuant to
a tender or exchange offer made directly to the
Corporation's stockholders.
Domestic Relations Order: any judgment, decree or order
(including approval of a property settlement agreement)
which provides or otherwise conveys, pursuant to
applicable State domestic relations laws (including
community property laws), marital property rights to any
spouse or former spouse of an Optionee.
Effective Date: September 1, 1995.
Fair Market Value: the Fair Market Value per share of
Common Stock determined in accordance with the following
provisions:
a. If the Common Stock is not at the time listed or
admitted to trading on any national stock exchange but
is traded on the Nasdaq National Market, the Fair Market
Value shall be the closing selling price per share on
the date in question, as such price is reported by the
National Association of Securities Dealers on the Nasdaq
National Market or any successor system. If there is no
reported closing selling price for the Common Stock on
the date in question, then the closing selling price on
the last preceding date for which such quotation exists
shall be determinative of Fair Market Value.
b. If the Common Stock is at the time listed or
admitted to trading on any national stock exchange, then
the Fair Market Value shall be the closing selling price
per share on the date in question on the exchange
serving as the primary market for the Common Stock, as
such price is officially quoted in the composite tape of
transactions on such exchange. If there is no reported
sale of Common Stock on such exchange on the date in
question, then the Fair Market Value shall be the
closing selling price on the exchange on the last
preceding date for which such quotation exists.
1934 Act: the Securities Exchange Act of 1934, as
amended.
1981 Plan: the Corporation's 1981 Stock Option
Plan, as amended and restated from time to time.
Optionee: any person to whom an option is granted
under the Plan.
Permanent Disability or Permanently Disabled: the
inability of the Optionee to perform his duties as a
Board member by reason of any medically determinable
physical or mental impairment expected to result in
death or to be of continuous duration of twelve (12)
months or more.
Qualified Domestic Relations Order: a Domestic
Relations Order which substantially complies with the
requirements of Code Section 414(p).
Retirement: the Optionee's resignation from the Board
following his or her attainment of age seventy-two (72).
III. ADMINISTRATION OF THE PLAN
The terms and conditions of each automatic option
grant (including the timing and pricing of the option
grant) shall be determined by the express terms and
conditions of the Plan, and neither the Board nor any
committee of the Board shall exercise any discretionary
functions with respect to option grants made pursuant to
the Plan.
IV. STOCK SUBJECT TO THE PLAN
A. Shares of the Corporation's Common Stock shall
be available for issuance under the Plan and shall be
drawn from either the Corporation's authorized but
unissued shares of Common Stock or from reacquired
shares of Common Stock, including shares repurchased by
the Corporation on the open market. The maximum number
of shares of Common Stock issuable under this Plan and
the 1981 Plan shall not exceed 1,100,000 shares(1/) in
the aggregate, subject to adjustment from time to time
in accordance with the provisions of this Article IV.
B. Should one or more outstanding options under this
Plan or the 1981 Plan expire or terminate for any reason
prior to exercise in full, then the shares subject to
the portion of each option not so exercised shall be
available for subsequent option grants under this Plan
or the 1981 Plan. Any unvested shares issued under the
Plan and subsequently repurchased by the Corporation
pursuant to its repurchase rights under the Plan shall
reduce on a share-for-share basis the number of shares
of Common Stock available for subsequent option grants
under this Plan and the 1981 Plan. In addition, should
the exercise price of an outstanding option under the
Plan be paid with shares of Common Stock, then the
number of shares of Common Stock available for issuance
under this Plan and the 1981 Plan shall be reduced by
the gross number of shares for which the option is
exercised, and not by the net number of shares of Common
Stock actually issued to the holder of such option.
C. Should any change be made to the Common Stock
issuable under the Plan by reason of any stock split,
stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the
outstanding Common Stock as a class without the
Corporation's receipt of consideration, then the Board
shall make appropriate adjustments to (i) the maximum
number and/or class of securities issuable in the
aggregate under this Plan and the 1981 Plan, (ii) the
number and/or class of securities for which automatic
option grants are to be subsequently made per each
newly-elected or continuing non-employee Board member
under the Plan, and (iii) the number and/or class of
securities and price per share in effect for each option
outstanding under the Plan. Such adjustments to the
outstanding options are to be effected in a manner which
shall preclude the enlargement or dilution of rights and
benefits under such options. The adjustments determined
by the Board shall be final, binding and conclusive.
V. ELIGIBILITY
The individuals eligible to receive automatic option
grants pursuant to the provisions of this Plan shall be
limited to (i) those individuals who are serving as non-
employee Board members on the Effective Date and (ii)
those individuals who are first elected or appointed as
non-employee Board members after such Effective Date,
whether through appointment by the Board or election by
the Corporation's stockholders. In no event, however,
shall any non-employee Board member be eligible to
participate in the Plan if such individual has
previously been in the emplooy of the Corporation (or
any subsidiary corporation). Each non-employee Board
member eligible to participate in the Plan pursuant to
the foregoing criteria shall be designated an Eligible
Director for purposes of the Plan.
VI. TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS
A. Grant Date. Option grants shall be made on the
dates specified below:
1. Each individual who is serving as an Eligible
Director on the Effective Date shall automatically be
granted at that time a non-statutory option to purchase
10,000 shares of Common Stock.
2. Each individual who first becomes an Eligible
Director after the Effective Date, whether through
election by the Corporation's stockholders or
appointment by the Board, shall automatically be
granted, at the time of such initial election or
appointment, a non-statutory option to purchase 10,000
shares of Common Stock.
3. Each individual who continues to serve as an
Eligible Director shall receive one or more additional
grants on the applicable dates specified below:
- At the Annual Stockholders Meeting held in
the calendar year in which there occurs the third
anniversary of the grant date of the initial automatic
option grant made to the Eligible Director, such
individual shall automatically be granted a non-
statutory option to purchase an additional 6,000 shares
of Common Stock, provided such individual is continuing
to serve as an Eligible Director.
- At every third Annual Stockholders Meeting
following the Stockholders Meeting at which the Eligible
Director received his first 6,000-share option grant,
such individual shall automatically be granted an
additional non-statutory option to purchase 6,000 shares
of Common Stock, provided such individual is continuing
to serve as an Eligible Director.
4. There shall be no limit on the number of such
6,000-share option grants any one Eligible Director may
receive over his period of continued Board service.
B. Exercise Price. The exercise price per share of
Common Stock subject to each automatic option grant
shall be equal to one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the automatic
grant date.
C. Payment. The exercise price shall become immediately
due upon exercise of the option and shall be payable in
one or more of the forms specified below:
i) cash or check made payable to the Corporation's
order; or
(ii) shares of Common Stock held for the requisite
period necessary to avoid a charge to the Corporation's
earnings for financial-reporting purposes and valued at
Fair Market Value on the Exercise Date (as such term is
defined below); or
(iii) to the extent the option is exercised
for vested shares, payment through a broker-dealer sale
and remittance procedure pursuant to which the non-
employee Board member (I) shall provide irrevocable
written instructions to a Corporation-designated
brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of
the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price
payable for the purchased shares and (II) shall
concurrently provide written directives to the
Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in
order to complete the sale transaction.
For purposes of this Section VI.C, the Exercise Date
shall be the date on which written notice of the option
exercise is delivered to the Corporation. Except to the
extent the sale and remittance procedure specified above
is utilized in connection with the exercise of the
option for vested shares, payment of the option price
for the purchased shares must accompany the exercise
notice. However, if the option is exercised for any
unvested shares, then the Optionee must also execute and
deliver to the Corporation a stock purchase agreement
for those unvested shares which provides the Corporation
with the right to repurchase, at the exercise price paid
per share, any unvested shares held by the Optionee at
the time of cessation of Board service and which
precludes the sale, transfer or other disposition of any
shares purchased under the option, to the extent those
shares are subject to the Corporation's repurchase
right.
D. Option Term. Each automatic grant under the Plan
shall have a maximum term of ten (10) years measured
from the automatic grant date.
E. Exercisability/Vesting. Each automatic grant shall
be immediately exercisable for any or all of the option
shares.However, any shares purchased under the option
shall be subject to repurchase by the Corporation, at
the exercise price paid per share, upon the Optionee's
cessation of Board service prior to vesting in those
shares. Each initial 10,000 share option shall vest,
and the Corporation's repurchase right shall lapse, as
follows: one third of the option shares shall be fully-
vested on the grant date of such option, and the balance
of the option shares shall vest in two (2) successive
equal annual installments over the Optionee's period of
continued service as a Board member, with the first such
installment to vest upon Optionee's completion of one
(1) year of Board service measured from the grant date.
Each additional 6,000-share automatic grant shall vest,
and the Corporation's repurchase with respect thereto
shall lapse, as follows: one third of the option shares
shall be fully-vested on the grant date of such option,
and the balance of the option shares shall vest in two
(2) successive equal annual installments over the
Optionee's period of continued service as a Board
member, with the first such installment to vest upon
Optionee's completion of one (1) year of Board service
measured from the grant date. Vesting of the option
shares shall be subject to acceleration as provided in
Section VI.G and Article VII. In no event, however,
shall any additional option shares vest after the
Optionee's cessation of Board service.
F. Limited Transferability of Options. During
Optionee's lifetime, the option may be exercised only by
the Optionee and shall not be assignable or transferable
other than by will or by the laws of descent and
distribution following the Optionee's death. However,
an option may be assigned in whole or in part pursuant
to the terms of a Qualified Domestic Relations Order.
The assigned portion may only be exercised by the
person or persons who acquire a proprietary interest in
the option pursuant to such order. The terms applicable
to the assigned portion shall be the same as those in
effect for the option immediately prior to such
assignment and shall be set forth in such documents
issued to the assignee as the Corporation may deem
appropriate.
G. Effect of Termination of Board Service.
1. Should the Optionee cease to serve as a Board
member for any reason (other than death, Permanent
Disability or Retirement) while holding one or more
automatic option grants under the Plan, then such
individual shall have a six (6)-month period following
the date of such cessation of Board service in which to
exercise each such option for any or all of the option
shares in which the Optionee is vested at the time of
such cessation of Board service. Each such option shall
immediately terminate and cease to be outstanding, at
the time of such cessation of Board service,with respect
to any option shares in which the Optionee is not
otherwise at that time vested.
2. Should the Optionee die within six (6) months
after cessation of Board service, then any automatic
option grant held by the Optionee at the time of death
may subsequently be exercised, for any or all of the
option shares in which the Optionee is vested at the
time of his or her cessation of Board service (less any
option shares subsequently purchased by the Optionee
prior to death), by the personal representative of the
Optionee's estate or by the person or persons to whom
the option is transferred pursuant to the Optionee's
will or in accordance with the laws of descent and
distribution. The right to exercise each such option
shall lapse upon the expiration of the twelve (12)-month
period measured from the date of the Optionee's death.
3. Should the Optionee die or become Permanently
Disabled while serving as a Board member or should the
Optionee cease Board service by reason of Retirement,
then the shares of Common Stock at the time subject to
each automatic option grant held by such Optionee shall
immediately vest in full (and the Corporation's
repurchase right with respect to such shares shall
terminate), and the Optionee (or the representative of
the Optionee's estate or the person or persons to whom
the option is transferred upon the Optionee's death)
shall have a twelve (12)-month period following the date
of the Optionee's cessation of Board service in which to
exercise such option for any or all of those vested
shares of Common Stock.
4. In no event shall any automatic grant remain
exercisable after the expiration date of the ten (10)-
year option term. Upon the expiration of the applicable
post-service exercise period under subparagraphs 1
through 3 above or (if earlier) upon the expiration of
the ten (10)-year option term, the automatic grant shall
terminate and cease to be outstanding for any option
shares in which the Optionee was vested at the time of
his or her cessation of Board service but for which such
option was not otherwise exercised.
H. Stockholder Rights. The holder of an automatic
option grant shall have no stockholder rights with
respect to any shares subject to such option until such
individual shall have exercised the option and paid the
exercise price for the purchased shares.
I. Remaining Terms. The remaining terms and conditions
of each automatic option grant shall be as set forth in
the form Non-statutory Stock Option Agreement attached
as Exhibit A.
VII. CHANGE IN CONTROL
A. In the event of any Change in Control, the shares of
Common Stock at the time subject to each outstanding
option but not otherwise vested shall automatically vest
in full so that each such option shall, immediately
prior to the specified effective date for the Change in
Control, become fully exercisable for all of the shares
of Common Stock at the time subject to that option and
may be exercised for all or any portion of those shares
as fully-vested shares of Common Stock. Immediately
following the consummation of the Change in Control,
each automatic option grant under the Plan shall
terminate and cease to be outstanding, except to the
extent one or more such grants are assumed by the
successor entity or its parent corporation or are
otherwise to remain outstanding.
B. Each option which is assumed in connection with a
Change in Control shall be appropriately adjusted,
immediately after such Change in Control, to apply to
the number and class of securities which would have been
issuable to the Optionee in the consummation of such
Change in Control, had the option been exercised
immediately prior to such Change in Control. Appropriate
adjustments shall also be made to (i) the number and
class of securities available for issuance under the
Plan following the consummation of such Change in
Control and (ii) the exercise price payable per share
under each outstanding option, provided the aggregate
exercise price payable for such securities shall remain
the same.
C. The automatic option grants outstanding under
the Plan shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.
VIII. AMENDMENT OF THE PLAN AND AWARDS
The Board has complete and exclusive power and authority
to amend or modify the Plan (or any component thereof)
in any or all respects whatsoever. However, (i) the
Plan, together with the option grants outstanding under
the Plan, may not be amended at intervals more
frequently than once every six (6) months, other than to
the extent necessary to comply with applicable Federal
income tax laws and regulations, and (ii) no such
amendment or modification shall adversely affect rights
and obligations with respect to options at the time
outstanding under the Plan, unless the
affected Optionees consent to such amendment. In
addition,the Board may not,without the approval of the
Corporation's stockholders, amend the Plan to (i)
materially increase the maximum number of shares
issuable in the aggregate under this Plan and the 1981
Plan or the number of shares issuable per newly-elected
or continuing non-employee Board member, except for
permissible adjustments under Section IV.B., (ii)
materially modify the eligibility requirements for plan
participation or (iii) materially increase the benefits
accruing to plan participants.
IX. EFFECTIVE DATE AND TERM OF PLAN
A. The Plan is effective as of September 1, 1995, and
the initial automatic option grants under the Plan shall
be made on such date. However, no options granted under
the Plan shall become exercisable in whole or in part
unless and until the Plan is approved by the
Corporation's stockholders at the 1996 Annual Meeting.
If such stockholder approval is not obtained, then any
options previously granted under the Plan shall
terminate, and no further options shall be granted under
the Plan.
B. The Plan shall terminate upon the earlier of (i)
August 31, 2005 or (ii) the date on which all shares
available for issuance under this Plan and the 1981 Plan
shall have been issued pursuant to the exercise of
outstanding options. If the date of termination is
determined under clause (i) above, then all option
grants outstanding on such date shall thereafter
continue to have force and effect in accordance with the
provisions of the instruments evidencing those grants.
X. USE OF PROCEEDS
Any cash proceeds received by the Corporation from the
sale of shares pursuant to option grants or share
issuances under the Plan shall be used for general
corporate purposes
XI. REGULATORY APPROVALS
A. The implementation of the Plan, the granting of any
option under the Plan and the issuance of Common Stock
upon the exercise of the option grants made hereunder
shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities
having jurisdiction over the Plan, the options granted
under it, and the Common Stock issued pursuant to it.
B. No shares of Common Stock or other assets shall be
issued or delivered under this Plan unless and until
there shall have been compliance with all applicable
requirements of Federal and state securities laws,
including the filing and effectiveness of the Form S-8
registration statement for the shares of Common Stock
issuable under the Plan, and all applicable listing
requirements of any securities exchange on which the
Common Stock is then listed for trading.
XII. NO IMPAIRMENT OF RIGHTS
Neither the action of the Corporation in establishing
the Plan nor any provision of the Plan shall be
construed or interpreted so as to affect adversely or
otherwise impair the right of the Corporation or the
stockholders to remove any individual from the Board at
any time in accordance with the provisions of applicable
law.
XIII. MISCELLANEOUS PROVISIONS
A. The right to acquire Common Stock or other assets
under the Plan may not be assigned, encumbered or
otherwise transferred by any Optionee.
B. The provisions of the Plan relating to the exercise
of options and the vesting of shares shall be
governed by the laws of the State of California, as such
laws are applied to contracts entered into and performed
in such State.
C. The provisions of the Plan shall inure to the
benefit of, and be binding upon, the Corporation and its
successors or assigns, and the Optionees, the legal
representatives of their respective estates, their
respective heirs or legatees and their permitted
assignees.
Footnote from IV. A.
1/ The total number of shares of Common Stock available
for issuance in the aggregate under this Plan and the
1981 Plan after August 31, 1995 shall be limited to
292,885 shares, subject to periodic adjustment under
Section IV.C.
Exhibit 99.2
TCI INTERNATIONAL, INC.
NOTICE OF GRANT
OF
AUTOMATIC STOCK OPTION
Notice is hereby given of the following stock option
(the "Option") to purchase shares of the common stock of
TCI INTERNATIONAL, INC. (the "Corporation") which has
been granted pursuant to the Corporation's 1995 Non-
Employee Director Stock Option Plan (the "Plan"):
Optionee:
Grant Date:
Type of Option: Non-Statutory Stock Option
Exercise Price: $ per share
Number of Option Shares: 10,000 shares
Expiration Date:
Exercise Schedule: The Option is immediately
exercisable for all the Option Shares.
Vesting Schedule: One third of the Option Shares shall
be fully-vested on the Grant Date. The balance of the
Option Shares shall initially be unvested and subject to
repurchase by the Corporation, at the Option Price paid
per share, upon the Optionee's cessation of service as a
member of the Corporation's Board of Directors (the
"Board"). The Optionee shall acquire a vested interest
in, and the Corporation's repurchase right shall lapse
with respect to, those unvested Option Shares in two (2)
successive equal annual installments over the Optionee's
period of continued service as a Board member, with the
first such installment to vest upon Optionee's
completion of one (1) year of Board service measured
from the Grant Date. In no event shall any additional
Option Shares vest following Optionee's cessation of
Board service.
Optionee understands and agrees that the Option is
granted subject to and in accordance with the express
terms and conditions of the Plan governing automatic
option grants to Board members. Optionee further agrees
to be bound by the terms and conditions of the Plan and
the terms and conditions of the Option as set forth in
the Stock Option Agreement attached hereto as Exhibit A.
Optionee hereby acknowledges receipt of a copy of the
official Plan Summary and Prospectus attached hereto as
Exhibit B. A copy of the Plan is also available upon
request made to the Corporate Secretary at the Corporate
Offices at 222 Caspian Drive, Sunnyvale, California
94089.
REPURCHASE RIGHT. OPTIONEE HEREBY AGREES THAT ALL
UNVESTED OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE
OPTION SHALL NOT BE TRANSFERRABLE AND SHALL BE SUBJECT
TO REPURCHASE BY THE CORPORATION AND ITS ASSIGNS, AT THE
EXERCISE PRICE PAID PER SHARE, UPON OPTIONEE'S
TERMINATION OF SERVICE WITH THE CORPORATION. THE TERMS
AND CONDITIONS OF SUCH REPURCHASE RIGHT SHALL BE SET
FORTH IN A STOCK PURCHASE AGREEMENT, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CORPORATION, EXECUTED BY
OPTIONEE AT THE TIME OF THE OPTION EXERCISE.
No provision of this Notice of Grant or the attached
Stock Option Agreement shall in any way be construed or
interpreted so as to affect adversely or otherwise
impair the right of the Corporation or the stockholders
to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.
Dated: , 199__
TCI INTERNATIONAL, INC.
By:
Title:
OPTIONEE
Address:
ATTACHMENTS:
Exhibit A: Stock Option Agreement
Exhibit B: Plan Summary and Prospectus for Directors
Exhibit 99.3
TCI INTERNATIONAL, INC.
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
STOCK OPTION AGREEMENT
RECITALS
A. The Corporation has approved and implemented the
1995 Non-Employee Director Stock Option Plan (the
"Plan") pursuant to which eligible non-employee
members of the Corporation's Board of Directors (the
"Board") will automatically receive special option
grants at periodic intervals over their period of Board
service in order to provide such individuals with a
meaningful incentive to continue to serve as a Board
member.
B. Optionee is an eligible non-employee Board member,
and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in
connection with the automatic grant of a stock option to
purchase shares of the Corporation's common stock
("Common Stock") under the Plan.
C. The granted option is intended to be a non-statutory
option which does not meet the requirements of Section
422 of the Internal Revenue Code.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms and
conditions set forth in this Agreement, there is hereby
granted to Optionee, as of the date of grant (the "Grant
Date") specified in the accompanying Notice of Grant of
Automatic Stock Option (the "Grant Notice"), a stock
option to purchase up to that number of shares of
Common Stock (the "Option Shares") as is specified in
the Grant Notice. The Option Shares shall be
purchasable from time to time during the option term at
the price per share (the "Exercise Price") specified in
the Grant Notice.
2. Option Term. This option shall have a maximum term
of ten (10) years measured from the Grant Date and shall
expire at the close of business on the Expiration Date
specified in the Grant Notice, unless sooner terminated
under Paragraph 5.
3. Limited Transferability. This option shall be
neither transferable nor assignable by Optionee other
than by will or by the laws of descent and distribution
following Optionee's death and may be exercised, during
Optionee's lifetime, only by Optionee. However, if this
option is designated a non-statutory option in the Grant
Notice, then this option may also be assigned in whole
or in part during Optionee's lifetime in accordance with
the terms of a qualified domestic relations order under
Internal Revenue Code Section 414(p). The assigned
portion shall be exercisable only by the person or
persons who acquire a proprietary interest in the option
pursuant to such order. The terms applicable to the
assigned portion shall be the same as those in effect
for this option immediately prior to such assignment and
shall be set forth in such documents issued to the
assignee as the Corporation may deem appropriate.
4. Exercisability. This option shall be immediately
exercisable for any or all of the Option Shares, whether
or not the Option Shares are vested in accordance with
the Vesting Schedule set forth in the Grant Notice, and
shall remain so exercisable until the expiration or
sooner termination of the option term. In no event,
however, shall any additional Option Shares vest
following Optionee's cessation of service as a Board
member.
5. Cessation of Board Service. Should Optionee's
service as a Board member cease while this option
remains outstanding, then the option term specified in
Paragraph 2 shall terminate (and this option shall cease
to be outstanding) prior to the Expiration Date in
accordance with the following provisions:
- Should Optionee cease to serve as a Board member
for any reason (other than death, permanent disability
or retirement) while holding this option, then the
period for exercising this option shall be reduced to a
six (6)-month period following the date of such
cessation of Board service, but in no event shall this
option be exercisable at any time after the Expiration
Date. During such limited period of exercisability,
this option may not be exercised for more than the
number of Option Shares (if any) in which the Optionee
is vested on the date Optionee ceases service as a Board
member. Upon the earlier of (i) the expiration of such
six (6)-month period or (ii) the specified Expiration
Date, the option shall terminate and cease to be
exercisable with respect to any vested Option Shares for
which the option has not been exercised.
- Should Optionee die within six (6) months after
cessation of Board service, then the personal
representative of Optionee's estate or the person or
persons to whom the option is transferred pursuant to
Optionee's will or in accordance with the laws of
descent and distribution shall have the right to
exercise this option for any or all of the Option Shares
in which the Optionee is vested at the time of
Optionee's cessation of Board service (less any Option
Shares purchased by Optionee after such cessation of
Board service but prior to death). Such right of
exercise shall terminate, and this option shall
accordingly cease to be exercisable for such vested
Option Shares, upon the earlier of (A) the expiration of
the twelve (12)-month period measured from the date of
Optionee's death or (B) the specified Expiration Date of
the option term.
- Should Optionee die or become permanently
disabled while serving as a Board member or should
Optionee cease Board service by reason of retirement,
then all the Option Shares subject to this option at the
time of such cessation of Board service shall
immediately vest and Optionee, or the personal
representative of Optionee's estate or the person or
persons to whom the option is transferred
pursuant to Optionee's will or in accordance with the
laws of descent and distribution, shall have the right
to exercise this option for any or all of those
vested Option Shares. Such right of exercise shall
terminate, and this option shall accordingly cease to be
outstanding with respect to the Option Shares, upon the
earlier of (A) the expiration of the twelve (12)-month
period measured from the date of the Optionee's
cessation of Board service or (B) the specified
Expiration Date of the option term.
- Upon Optionee's cessation of Board service for
any reason other than death, permanent disability or
retirement, this option shall immediately terminate and
cease to be outstanding with respect to any and all
Option Shares in which the Optionee is not otherwise at
that time vested in accordance with the normal
Vesting Schedule set forth in the Grant Notice or the
special vesting acceleration provisions of Paragraph 7.
- Optionee shall be deemed to be permanently
disabled if Optionee is unable to perform his duties as
a Board member by reason of any medically determinable
physical or mental impairment expected to result in
death or to be of continuous duration of twelve (12)
months or more.
- Optionee shall be deemed to cease Board service
by reason of retirement should Optionee resign from the
Board following his or her attainment of age seventy two
(72).
6. Adjustment in Option Shares. Should any change be
made to the Common Stock issuable under the Plan by
reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of
shares or other change affecting such Common Stock as a
class without the Corporation's receipt of
consideration, then the number and class of securities
purchasable under this option and the Exercise Price
payable per share shall be appropriately adjusted to
prevent the dilution or enlargement of Optionee's rights
hereunder; provided, however, the aggregate Exercise
Price shall remain the same.
7. Change in Control.
A. All shares of Common Stock subject to this option at
the time of a Change in Control (as defined below) but
not otherwise vested shall automatically vest so
that this option shall, immediately prior to the
specified effective date of such Change in Control,
become fully exercisable for all of the shares of Common
Stock at the time subject to this option and may be
exercised for all or any portion of such shares as
fully-vested shares of Common Stock. This option shall
remain exercisable for such fully-vested shares of
Common Stock until the earlier of (i) the specified
Expiration Date of the option term or (ii) the sooner
termination of this option in accordance with Paragraph
5.
B. A Change in Control shall be deemed to occur upon a
change in ownership or control of the Corporation
effected through any of the following transactions:
(i) a merger or consolidation in which the
Corporation is not the surviving entity, except for a
transaction the principal purpose of which is to change
the State in which the Corporation is incorporated,
(ii) the sale, transfer or other disposition of
all or substantially all of the assets of the
Corporation in complete liquidation or dissolution of
the Corporation,
(iii) any reverse merger in which the Corporation
is the surviving entity but in which securities
possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding
securities are transferred to person or persons
different from the persons holding those securities
immediately prior to such merger, or
(iv) the acquisition by any person or related
group of persons (other than the Corporation or a person
that directly or indirectly controls, is controlled by,
or is under common control with, the Corporation) of
beneficial ownership of securities possessing more than
fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities
pursuant to a tender or exchange offer made directly to
the Corporation's stockholders.
8. Manner of Exercising Option.
A. In order to exercise this option for all or any part
of the Option Shares for which the option is at the time
exercisable, Optionee (or in the case of exercise
after Optionee's death, Optionee's executor,
administrator, heir or legatee, as the case may be) must
take the following actions:
(i) To the extent the option is exercised for
vested Option Shares, the Secretary of the Corporation
shall be provided with written notice of the option
exercise (the "Exercise Notice"), in substantially the
form of Exhibit I attached hereto, in which there is
specified the number of vested Option Shares which are
to be purchased under the exercised option. To the
extent the option is exercised for one or more unvested
Option Shares, the Optionee (or other person exercising
the option) shall deliver to the Secretary of the
Corporation a stock purchase agreement (in form and
substance satisfactory to the Corporation) which grants
the Corporation the right to repurchase, at the Exercise
Price, any and all unvested Option Shares held by the
Optionee at the time of his or her cessation of Board
service and which precludes the sale, transfer or other
disposition of any purchased Option Shares subject to
such repurchase right ("the Purchase Agreement").
(ii) The aggregate Exercise Price for the
purchased shares shall be paid in one of the following
alternative forms:
- full payment in cash or check made payable
to the Corporation's order; or
- full payment in shares of Common Stock held
by Optionee for the requisite period necessary to avoid
a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on
the Exercise Date; or
- to the extent the option is exercised for
vested Option Shares, full payment effected through a
broker-dealer sale and remittance procedure pursuant
to which Optionee shall provide irrevocable written
instructions (A) to a Corporation-designated brokerage
firm to effect the immediate sale of the vested
shares purchased under the option and remit to the
Corporation, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate
Exercise Price payable for those shares and (B) to the
Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in
order to complete the sale transaction.
(iii) Appropriate documentation evidencing the
right to exercise this option shall be furnished the
Corporation if the person or persons exercising the
option is other than the Optionee.
B. For purposes of subparagraph 8.A. above and for all
other valuation purposes under this Agreement, the Fair
Market Value per share of Common Stock on any relevant
date shall be the determined in accordance with the
following provisions:
- If the Common Stock is not at the time listed or
admitted to trading on any national stock exchange but
is traded on the Nasdaq National Market, the Fair
Market Value shall be the closing selling price per
share on the date in question, as such price is reported
by the National Association of Securities Dealers on the
Nasdaq National Market or any successor system. If
there is no reported closing selling price for the
Common Stock on the date in question, then the closing
selling price on the last preceding date for which such
quotation exist shall be determinative of Fair Market
Value.
- If the Common Stock is at the time listed or
admitted to trading on any national stock exchange, then
the Fair Market Value shall be the closing selling
price per share on the date in question on the exchange
serving as the primary market for the Common Stock, as
such price is officially quoted in the composite
tape of transactions on such exchange. If there is no
reported sale of Common Stock on such exchange on the
date in question, then the Fair Market Value shall
be the closing selling price on the exchange on the last
preceding date for which such quotation exists.
C. The Exercise Date shall be the date on which the
Exercise Notice is delivered to the Secretary of the
Corporation, together with the appropriate Purchase
Agreement for any unvested shares acquired under the
option. Except to the extent the sale and remittance
procedure specified above is utilized in connection
with the exercise of the option for vested shares,
payment of the Exercise Price for the purchased shares
must accompany such notice.
D. As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or
other person or persons exercising this option) a
certificate or certificates representing the purchased
Option Shares. To the extent any such Option Shares are
unvested, the certificates for those Option Shares shall
be endorsed with an appropriate legend evidencing the
Corporation's repurchase rights and may be held in
escrow with the Corporation until such shares vest.
E. In no event may this option be exercised for any
fractional share.
9.Stockholder Rights. The holder of this option shall
not have any of the rights of a stockholder with respect
to the Option Shares until such individual shall have
exercised this option and paid the Exercise Price for
the purchased shares.
10. No Impairment of Rights. This Agreement shall not
in any way affect the right of the Corporation to
adjust, reclassify, reorganize or otherwise make
changes in its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets. Nor
shall this Agreement in any way be construed or
interpreted so as to affect adversely or otherwise
impair the right of the Corporation or the stockholders
to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.
11. Compliance with Laws and Regulations. The exercise
of this option and the issuance of the Option Shares
upon such exercise shall be subject to compliance
by the Corporation and Optionee with all applicable
requirements of law relating thereto and with all
applicable regulations of any stock exchange on which
shares of the Common Stock may be listed at the time of
such exercise and issuance.
12. Successors and Assigns. Except to the extent
otherwise provided in Paragraph 3, the provisions of
this Agreement shall inure to the benefit of, and be
binding upon, the successors, administrators, heirs,
legal representatives and assigns of Optionee and the
Corporation's successors and assigns.
13. Discharge of Liability. The inability of the
Corporation to obtain approval from any regulatory body
having authority deemed by the Corporation to be
necessary to the lawful issuance and sale of any Common
Stock pursuant to this option shall relieve the
Corporation of any liability with respect to the non-
issuance or sale of the Common Stock as to which such
approval shall not have been obtained. However, the
Corporation shall use its best efforts to obtain all
such applicable approvals.
14. Notices. Any notice required to be given or
delivered to the Corporation under the terms of this
Agreement shall be in writing and addressed to the
Corporation in care of the Corporate Secretary at the
Corporate Offices at 222 Caspian Drive, Sunnyvale,
California 94089. Any notice required to be given or
delivered to Optionee shall be in writing and addressed
to Optionee at the address indicated below Optionee's
signature line on the Grant Notice. All notices shall
be deemed to have been given or delivered upon personal
delivery or upon deposit in the U.S. mail, postage
prepaid and properly addressed to the party to be
notified.
15. Construction/Governing Law. This Agreement and the
option evidenced hereby are made and granted pursuant to
the Plan and are in all respects limited by and subject
to the express terms and provisions of the Plan. The
interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the State of
California without resort to that State's conflict-of-
laws rules.
EXHIBIT I
NOTICE OF EXERCISE OF
NONSTATUTORY STOCK OPTION
I hereby notify TCI INTERNATIONAL, INC. (the "Corporation") that I elect to
purchase shares of Common Stock of
the Corporation (the "Purchased Shares") pursuant to
that certain option (the "Option") granted to me
on ________________, 199__ to purchase up to shares
of the Corporation's Common Stock at an exercise price
of $ per share (the "Exercise Price").
Concurrently with the delivery of this Exercise Notice
to the Secretary of the Corporation, I shall hereby pay
to the Corporation the Exercise Price for the
Purchased Shares in accordance with the provisions of my
agreement with the Corporation evidencing the Option and
shall deliver whatever additional documents may be
required by such agreement as a condition for exercise.
Alternatively, I may utilize the special broker/dealer
sale and remittance procedure specified in my agreement
to effect payment of the Exercise Price for any
Purchased Shares in which I am vested at the time of
exercise.
Date
Optionee
Address:
Print name in exact manner
it is to appear on the
stock certificate:
Address to which certificate is to be sent, if different
from address above:
Social Security Number:
