<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 1998
REGISTRATION NO. 333-________
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SILICON VALLEY GROUP, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
Delaware 94-2264681
------------------------ ----------------------------------
(State of Incorporation) (I.R.S Employer Identification No.)
101 METRO DRIVE
SAN JOSE, CALIFORNIA 95110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
TINSLEY LABORATORIES, INC. 1993 INCENTIVE STOCK OPTION PLAN, AS AMENDED
TINSLEY LABORATORIES, INC. NONQUALIFIED STOCK OPTION AGREEMENTS
(FULL TITLE OF THE PLAN)
-------------------
RUSSELL G. WEINSTOCK
VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
SILICON VALLEY GROUP, INC.
101 METRO DRIVE
SAN JOSE, CALIFORNIA 95110
(408) 441-6700
(Name, address and telephone number of agent for service)
-------------------
COPIES:
AARON J. ALTER, ESQ.
PAUL B. SHINN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(415) 493-9300
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE REGISTRATION FEE(2)
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$0.01 Par Value
Outstanding under 106,427 $4.17-$11.37 $766,274.40 $226.05
Tinsley Laboratories, Inc.
1993 Incentive Stock Option
Plan, as amended.
Outstanding under
Tinsley Laboratories, Inc.
Nonqualified Stock Option
Agreements with:
Daniel J. Bajuk 24,398 $4.17 $101,739.66 $30.01
James A. Kennon 24,266 $4.17 $101,189.22 $29.85
Robert N. Kestner 12,529 $4.17 $52,245.93 $15.41
Robert J. Aronno 19,782 $5.31 $105,042.42 $30.99
Stephen L. Davenport 6,594 $5.31 $35,014.14 $10.33
Daniel J. Duckhorn 6,594 $5.31 $35,014.14 $10.33
Stephen E. Globus 6,594 $5.31 $35,014.14 $10.33
Steven E. Manios 6,594 $5.31 $35,014.14 $10.33
John Kincade 6,594 $5.31 $35,014.14 $10.33
Total: 220,372 $4.17-$11.37 $1,301,562.33 $383.96
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to the Agreement and Plan of Reorganization entered into as of
September 9, 1997, by and among Silicon Valley Group, Inc., SV
Acquisition, Inc. and Tinsley Laboratories, Inc., the Registrant assumed
all of the outstanding options to purchase Common Stock of Tinsley
Laboratories, Inc. under the Tinsley Laboratories, Inc. 1993 Incentive
Stock Option Plan, as amended and Tinsley Laboratories, Inc. Nonqualified
Stock Option Agreements, and such options became exercisable to purchase
shares of Registrant's Common Stock, subject to appropriate adjustments to
the number of shares and the exercise price of each such assumed option.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. Amount of the Registration Fee was calculated pursuant
to Section 6(b) of the Securities Act of 1933, as amended.
<PAGE>
SILICON VALLEY GROUP, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into the Prospectus relating to
this Registration Statement pursuant to Rule 428 the following documents and
information heretofore filed with the Securities and Exchange Commission:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997, filed pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act");
(b) Registrant's current report on Form 8-K dated March 18, 1997,
filed pursuant to Section 13 of the 1934 Act.
(c) The description of the Company's Common Stock to be offered
hereby, which is incorporated by reference to the Company's Registration
Statement on Form 8-A filed pursuant to Section 13 of the 1934 Act on
November 23, 1983, as amended by subsequently filed 1934 Act reports.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the 1934 Act on or after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12
of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its officers, directors, employees or agents in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act. Section VIII of the Restated Certificate of Incorporation
of the Company provides for indemnification of its directors to the fullest
extent permitted by the Delaware General Corporation Law and Article VI of the
Bylaws of the Company provides for indemnification of directors and officers of
the Company to the fullest extent permitted by the Delaware General Corporation
Law.
The Company maintains policies of insurance under which directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or
II-1
<PAGE>
proceedings, and certain liabilities which might be imposed as a result of
such actions, suits or proceedings to which they are parties by reason of
being or having been such directors or officers. The Company has also
entered into agreements with its directors and officers to provide
indemnification and advancement of expenses under certain circumstances.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of its counsel the question has already 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 Securities Act and will be governed by the final adjudication
of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
Exhibit
Number
------
4.1 Tinsley Laboratories, Inc. 1993 Incentive Stock Option Plan, as
amended.
4.2 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Daniel J. Bajuk, dated February 4, 1993.
4.3 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and James A. Kennon, dated February 4, 1993.
4.4 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Robert N. Kestner, dated February 4, 1993.
4.5 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Robert J. Aronno, dated July 3, 1995.
4.6 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Stephen J. Davenport, dated July 3, 1995.
4.7 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Daniel J. Duckhorn, dated July 3, 1995.
4.8 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Stephen E. Globus, dated July 3, 1995.
4.9 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Steven E. Manios, dated July 3, 1995.
4.10 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and John Kincade, dated July 3, 1995.
5.1 Opinion of counsel as to legality of securities being registered.
II-2
<PAGE>
23.1 Consent of Deloitte & Touche, LLP, independent auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see p. II-4).
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering.
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 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.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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 offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in 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) Regulation S-K Item 512(h) Undertaking for Registration
Statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Silicon Valley Group, Inc., 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 San
Jose, State of California, on this 8th day of January, 1998.
SILICON VALLEY GROUP, INC.
By: /s/ Russell G. Weinstock
--------------------------------------------
Russell G. Weinstock
Vice President, Finance and Chief Financial
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Papken S. Der Torossian and Russell G.
Weinstock, and each of them, as his true and lawful attorney-in-fact and
agent, each with full power of substitution and resubstitution, for him in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully and to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Papken S. Der Torossian Chief Executive Officer January 8, 1998
- ------------------------------ and Director
(Papken S. Der Torossian) (Principal Executive Officer)
/s/ Russell G. Weinstock Chief Financial Officer (Principal January 8, 1998
- ------------------------------ Financial Officer and Principal
(Russell G. Weinstock) Accounting Officer)
/s/ William A. Hightower
- ------------------------------ Director, President and COO January 8, 1998
(William A. Hightower)
- ------------------------------ Director
(William L. Martin)
/s/ Nam P. Suh
- ------------------------------ Director January 8, 1998
(Nam P. Suh)
/s/ Lawrence Tomlinson
- ------------------------------ Director January 8, 1998
(Lawrence Tomlinson)
</TABLE>
II-4
<PAGE>
SILICON VALLEY GROUP, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description
------ ------------------------
4.1 Tinsley Laboratories, Inc. 1993 Incentive Stock Option Plan.
4.2 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Daniel J. Bajuk, dated February 4, 1993.
4.3 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and James A. Kennon, dated February 4, 1993.
4.4 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Robert N. Kestner, dated February 4, 1993.
4.5 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Robert J. Aronno, dated July 3, 1995.
4.6 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Stephen J. Davenport, dated July 3, 1995.
4.7 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Daniel J. Duckhorn, dated July 3, 1995.
4.8 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Stephen E. Globus, dated July 3, 1995.
4.9 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Steven E. Manios, dated July 3, 1995.
4.10 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and John Kincade, dated July 3, 1995.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Deloitte & Touche, LLP, independent auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see p. II-4).
II-5
<PAGE>
TINSLEY LABORATORIES, INC.
1993 INCENTIVE STOCK OPTION PLAN
1. DEFINITIONS. As used herein, the following terms shall have the
meanings hereinafter set forth unless the context clearly indicates to the
contrary:
1.1 AGREEMENT. The agreement between the Company and the Optionee
under which the Optionee may purchase Stock pursuant to the Plan.
1.2 BOARD. The Board of Directors of the Company.
1.3 COMMITTEE. A committee of two (2) or more members of the Board
appointed by the Board to administer the Plan.
1.4 COMPANY. Tinsley Laboratories, Inc., a California corporation.
1.5 CODE. The United States Internal Revenue Code of 1986, as
amended.
1.6 ELIGIBLE PERSON. Any person who is a full-time employee of the
Company, a Parent or a Subsidiary, including full-time executive officers or key
employees thereof, as determined by the Board or the Committee, as the case may
be. As used herein, "full-time" shall mean employment on a regular and
continuing basis.
1.7 FAIR MARKET VALUE. The per share fair market value of the
Stock of the Company with respect to which Options may be granted pursuant to
the Plan, determined without regard to any restriction upon the Stock other
than a restriction which, by its terms, will never lapse. For purposes of
determining whether a restriction upon the Stock will never lapse,
limitations imposed by applicable registration requirements of state or
federal securities or similar laws imposed with respect to resales or other
dispositions of securities shall be disregarded. If the Stock of the Company
is publicly traded on a national securities exchange or in the
over-the-counter market such per share fair market value shall be equal to
the per share composite closing price for such Stock on such national
securities exchange, or, in the case of Stock sold in the over-the-counter
market, shall be determined by the Committee or the Board, as the case may
be, in accordance with Internal Revenue Code Section 422A(b)(4); provided,
however, that the fair market value of such Stock shall
1
<PAGE>
not be less than the per share closing bid price nor greater than the per
share closing asked price for such Stock on the date an Option is granted
under the Plan or, in the absence of any reported sales on such date, the
first preceding date on which there were such sales. If the Stock of the
Company is not publicly traded, such fair market value shall be determined by
and in accordance with such valuation procedures and methods as are
established from time to time by the Committee or the Board, as the case may
be, in good faith and in accordance with the provisions of the Code and any
regulations promulgated thereunder.
1.8 ISO. An option to purchase Stock of the Company pursuant to the
provisions of the Plan, which option at the time of grant is defined by, and
intended to qualify as an incentive stock option pursuant to, Section 422 of the
Code.
1.9 OPTION. An ISO granted pursuant to the provisions of the Plan.
1.10 OPTIONEE. The Eligible Person to whom an Option has been granted
pursuant to the provisions of the Plan.
1.11 OPTION PRICE. The per share exercise price of the Stock with
respect to which an Option has been granted under the Plan.
1.12 PARENT. Any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if, at the time of the granting of
an Option, each of the corporations other than the Company owns securities
possessing fifty percent (50%) or more of the total combined voting power of all
classes of securities in one of the other corporation in such chain.
1.13 PLAN. The Company's 1993 Incentive Stock Option Plan, the terms
of which are set forth herein.
1.14 STOCK. The common stock of the Company.
1.15 SUBSIDIARY. Any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
granting of an Option, each of the corporations other than the last corporation
in the unbroken chain owns securities possessing fifty percent (50%) or more of
the total combined voting power of all classes of securities in one of the other
corporations in such chain.
2. ESTABLISHMENT AND PURPOSE OF PLAN.
2.1 ESTABLISHMENT OF PLAN. The Company hereby establishes the Plan
for the benefit of those Eligible Persons who are
2
<PAGE>
primarily responsible for the future growth, development and financial
success of the Company.
2.2 PURPOSE OF PLAN. The purpose of the Plan is to advance the
interests of the Company and its shareholders by affording to Eligible Persons
an opportunity to acquire or increase their proprietary interests in the Company
by the grant to such Eligible Persons of Options to purchase Stock in the
Company pursuant to the terms of the Plan. By encouraging such Eligible Persons
to become owners of shares of Stock in the Company, the Company seeks to
motivate, retain and attract those highly competent individuals upon whose
judgment, initiative, leadership and continued efforts the success of the
Company in large measure depends.
2.3 EFFECTIVE DATE OF PLAN. The effective date of the Plan shall be
February 4, 1993; provided, however, that Options granted pursuant to the Plan
shall not be exercisable until the Plan shall have been: (i) adopted (or
corporate action taken) by the Board; and (ii) approved by shareholders holding
a majority of all outstanding voting securities of the Company. Such
shareholder approval shall be obtained within twelve (12) months before or after
the date on which the Plan is so adopted by the Board. Such shareholder
approval shall comply with all applicable provisions of the Articles of
Incorporation and Bylaws of the Company and applicable California state law
prescribing the method and degree of share-holder approval required for the
Plan.
2.4 EXPIRATION OF PLAN. The Plan shall terminate ten (10) years from
its effective date as provided by Section 2.3 of the Plan, or such earlier date
as the Board may determine pursuant to Section 7 of the Plan, and no Option
shall be granted after such date.
2.5 CONTROLLING PROVISIONS. Except as otherwise provided in the
Plan, each provision thereof shall apply to the grant, administration and
exercise of all Options subject thereto. No such provisions shall be
interpreted or applied in a manner inconsistent or otherwise at variance with
the requirements of Section 422 of the Code with respect to qualification of
ISOs as incentive stock options
3. STOCK SUBJECT TO PLAN.
3.1 LIMITATIONS. Subject to adjustment pursuant to the provisions of
Section 3.2 hereof, the aggregate number of shares of Stock of the Company which
may be issued and sold under the Plan shall not exceed 100,000 shares. During
the term of the Plan, the Company shall reserve and keep available or otherwise
3
<PAGE>
have authorized a sufficient number of shares to comply with the requirements
of the Plan.
3.2 ADJUSTMENTS. In the event that the outstanding shares of Stock
of the Company are hereafter changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation by
reason of merger, consolidation, reorganization, recapitalization,
reclassification, combination of shares, stock dividend, stock split or reverse
stock split, the following adjustments shall be made:
3.2.1 NUMBER AND KIND OF SHARES. The aggregate number and kind
of shares with respect to which Options may be granted hereunder shall be
appropriately adjusted.
3.2.2 OUTSTANDING OPTIONS. The rights of an Optionee holding
outstanding Options granted under the Plan both as to the number of shares and
the Option Price shall be appropriately adjusted.
3.2.3 NONSURVIVAL OF COMPANY. Where dissolution or liquidation
of the Company or any merger or combination in which the Company is not a
surviving corporation is involved, each Option granted hereunder shall terminate
as of the effective date of such liquidation, dissolution, merger or combination
to the extent that such outstanding Options are not assumed by the surviving
corporation or replaced by equivalent options granted by the surviving
corporation; provided, however, that the Optionee shall have the right, for a
period of thirty (30) days immediately prior to the consummation of such
liquidation, dissolution, merger or combination, to exercise his Option, to the
extent that such Option shall not have been previously exercised, subject to any
installment exercise provisions, provided that such Option is not assumed by, or
replaced by equivalent options granted by, the surviving corporation in such
liquidation, dissolution, merger or combination.
3.3 EFFECT OF EXERCISE OR TERMINATION OF OPTION. Shares of Stock
with respect to which an Option granted under the Plan shall have been exercised
shall not again be available for grant under the Plan. If Options granted under
the Plan shall terminate for any reason without being wholly exercised, new
Options may be granted under the Plan covering that number of shares of Stock
with respect to which such termination relates.
4. ADMINISTRATION OF THE PLAN.
4.1 ADMINISTRATION BY BOARD OR COMMITTEE. Subject to the provisions
of the Plan, the Plan shall be administered by the Board. At any time during
the existence of the Plan, the Board
4
<PAGE>
may appoint a Committee to administer the Plan, in which event the Plan shall
be administered by the Committee until such time as the Committee is
disbanded by the Board.
4.2 POWERS AND DUTIES. Subject to the provisions of the Plan, the
Board or Committee, as the case may be, shall have sole discretion and authority
to determine the Eligible Persons to whom Options shall be granted, the number
of shares of Stock to be covered by any such Option and the time or times at
which any Option may be granted or exercised. The Board or Committee, as the
case may be, shall also have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the details and provisions of each Agreement executed pursuant to the
Plan and to make all other determinations necessary or advisable in the
administration of the Plan.
4.3 QUORUM AND MAJORITY RULE. The majority of the then members of
the Board or Committee, as the case may be, shall constitute a quorum and any
action taken by a majority present at a meeting at which a quorum is present or
any action taken without a meeting evidenced by a writing executed by all of the
members of the Board or Committee, as the case may be, shall constitute the
action of the Board or Committee.
4.4 PARTICIPATION BY MEMBERS OF BOARD OR COMMITTEE. Any member of the
Board or Committee, as the case may be, shall not be disqualified from receiving
an Option by virtue of the fact that he is a member of the Board or Committee;
provided, however, that no grant of an Option to a member of the Board or
Committee shall take place without the approval or consent of either a majority
of the entire Board, a majority of which and a majority of whose members acting
in the matter are disinterested persons, or a majority of the Committee, all of
the members of which are disinterested persons. For purposes of this Section
4.4, a "disinterested person" shall mean an administrator of the Plan who is not
at the time he exercises discretion in administering the Plan an Eligible Person
and has not at any time within one (1) year prior thereto been an Eligible
Person under the Plan or any other plan of the Company or any Parent or
Subsidiary entitling the participants therein to acquire stock, stock options or
stock appreciation rights of the Company or any Parent or Subsidiary.
4.5 LIABILITY OF BOARD OR COMMITTEE. No member of the Board or
Committee, as the case may be, shall be liable for any action, determination or
interpretation under any provision of the Plan or otherwise if such action,
determination or interpretation was done or made in good faith by such member of
the Board or Committee.
5
<PAGE>
5. OPTIONS GRANTED UNDER THE PLAN.
5.1 GRANT OF OPTIONS. ISOs may be granted to Eligible Persons under
the Plan. No Option shall be granted under the Plan on a date more than ten
(10) years from the earlier of the date the Plan is: (i) adopted by the Board;
or (ii) approved by the shareholders of the Company as provided by Section 2.3
of the Plan. An Eligible Person may be granted one or more Options. Each
Option granted under the Plan shall be evidenced by an Agreement dated as of the
date such Option is granted by the Board or Committee, as the case may be. The
Agreement shall contain such terms and conditions as shall be determined by the
Board or Committee, as the case may be, consistent with the Plan. Each ISO
granted under the Plan shall designate, at the time of grant, that such Option
shall be subject to, and treated as an incentive stock option pursuant to,
Section 422 of the Code. As a further condition to the grant of an Option, but
without limitation of an Optionee's rights as a shareholder, the Board or
Committee, as the case may be, may require an Optionee to enter into a buy-sell
agreement with the Company concerning the Stock subject to such Option
concurrently with such Optionee's first exercise of the Option. Such condition
may be a term of the Agreement. The Board or Committee, as the case may be, may
provide the Optionee with a form of such buy-sell agreement upon execution and
delivery of the Agreement.
5.2 OPTION PRICE. The Option Price shall be determined by the
Board or Committee, as the case may be; provided, however, that the per share
Option Price shall not be less than one hundred percent (100%) of the Fair
Market Value of the Stock on the date the ISO is granted; and provided
further, however, that if the Optionee owns securities possessing more than
ten percent (10%) of the total combined voting power of all classes of
securities of the Company, a Parent or a Subsidiary, including indirect
ownership of securities as determined by Section 424(d) of the Code, at the
time an ISO is granted to him, the Option Price of such ISO shall not be less
than one hundred ten percent (110%) of the Fair Market Value of the Stock on
the date the ISO is granted to him.
5.3 OPTION TERM. The term during which any Option granted under the
Plan may be exercised shall be determined by the Board or Committee, as the case
may be; provided, however, that in no instance shall the term during which any
Option may be exercised exceed ten (10) years from the date of grant of the
Option; and provided further, however, that no ISO granted to an Optionee who
then owns securities possessing more than ten percent (10%) of the total
combined voting power of all classes of securities of the Company, a Parent or a
Subsidiary, including indirect ownership of securities as determined by Section
424(d)
6
<PAGE>
of the Code, at the date the ISO is granted, may be exercisable after the
expiration of five (5) years from the date such ISO is granted.
5.4 OPTION EXERCISE. An Option granted pursuant to the Plan may be
exercised at any time or times prior to the termination of said Option, as
provided by Section 5.8 of the Plan, by delivery by the Optionee of written
notice to the Company specifying the number of shares of Stock to be purchased,
accompanied by full payment for such shares of Stock. The Board or Committee,
as the case may be, may provide the Optionee with a form of such written notice
upon execution of the Agreement. Payment upon exercise shall be made in cash.
No Option shall be exercisable for a fraction of a share of Stock. No such
payment shall be made in full or in part with shares of Stock acquired by an
Optionee through the prior exercise of an ISO where such shares shall not have
been held by such Optionee within the requirements of Section 422(a)(l) of the
Code.
5.5 OPTION EXERCISABILITY. The exercisability of any Option granted
under the Plan shall be determined by the Board or Committee, as the case may
be; provided, however, that at least twenty percent (20%) of the shares of Stock
covered by any Option shall become exercisable as of the end of each full year
of the term of such option. The right of exercise shall be cumulative.
5.6 OPTION EXERCISE LIMITATION UPON QUALIFICATION. The extent to
which any Option granted under the Plan shall be exercisable shall generally be
determined by the Board or Committee, as the case may be. As a limitation upon
the foregoing, and in accordance with Section 422(d) of the Code, to the extent
the aggregate Fair Market Value of the Stock with respect to which: (i) ISOs
granted under the Plan; and (ii) incentive stock options granted under all other
plans of the Company, a Parent or a Subsidiary (determined without regard to
Section 422(d) of the Code), are exercisable for the first time by any
individual during any calendar year of all such plans (inclusive of the Plan)
shall exceed one hundred thousand dollars ($100,000), then all such options
(inclusive of the ISOs granted under the Plan) shall be treated as options for
Stock which are not ISOs. The limitations of the preceding sentence shall be
applied by taking all such options (inclusive of the ISOs granted under the
Plan) in the order in which such options shall have been granted. The aggregate
Fair Market Value of the Stock covered by any such option (inclusive of Stock
covered by ISOs granted and the Plan) shall be determined in accordance with
Section 1.7 of the Plan, or under a similar method with respect to any such
option, as the product of the per share Fair Market Value of the Stock covered
thereby times the number of shares of Stock covered thereby, determined as of
the time such option is granted.
7
<PAGE>
5.7 NONTRANSFERABILITY OF ISOs. No ISO granted pursuant to the Plan
may be transferred by an Optionee otherwise than by will or by the laws of
descent and distribution. During the lifetime of an Optionee, an ISO shall be
exercisable only by him.
5.8 TERMINATION OF OPTION.
5.8.1 EXPIRATION OR TERMINATION OF EMPLOYMENT. Except as
specifically provided in Sections 5.8.2 and 5 8.3 of the Plan, each Option
granted under the Plan, and all rights thereunder, shall terminate as of the
close of business on the earlier of the date of the expiration of the term of
the Option stated in the Agreement or the expiration of ninety (90) days
after the date that the Optionee's employment with the Company, a Parent or a
Subsidiary terminates for any reason. For this purpose, the employment
relationship of such Optionee shall be deemed as continuing while the
Optionee is on military, sick leave or other bona fide leave of absence, such
as temporary employment by the government, if the period of such leave does
not exceed three (3) months, or, if longer, so long as the right of such
Optionee to re-employment by the Company, a Parent or a Subsidiary is
guaranteed either by law or by an employment contract.
5.8.2 DEATH OF OPTIONEE. In the event that an Optionee dies, his
Option may be exercised by the Optionee's executors, administrators, heirs or
legatees within one (l) year after the Optionee's death provided such death
shall have occurred during the Optionee's employment with the Company, a Parent
or a Subsidiary or within ninety (90) days following the termination of
Optionee's employment with the Company, a Parent or a Subsidiary. Such Option
may be so exercised by the Optionee's executors, administrators, heirs and
legatees to the extent that it was exercisable but not exercised as of the date
of the death of the Optionee, but in no event may the Option be exercised at any
time after the expiration of the term of the Option stated in the Agreement.
Such exercise shall be made pursuant to the terms of the Option, and any change
in the terms of an ISO shall be subject to the rules of Section 424(h) of the
Code. If so exercised, any such ISO shall be treated as an incentive stock
option under Section 422 of the Code, notwithstanding whether such executor,
administrator, heir, or legatee is then employed by the Company, provided the
Optionee shall have met the foregoing employment requirement at the Optionee's
death.
5.8.3 PERMANENT AND TOTAL DISABILITY. In the event that the
employment of an Optionee shall have terminated by reason of such Optionee
becoming permanently and totally disabled within the meaning of Section 22(e)(3)
of the Code, the Optionee shall have the right, during the period ending one
hundred eighty (180) days after the date of such termination of employment, to
8
<PAGE>
exercise his Option to the extent that it was exercisable but not exercised
at the date of his termination of employment with the Company, a Parent or a
Subsidiary. Such Option may be so exercised by the Optionee or by the
conservator of the Optionee's estate only with respect to that number of
shares of Stock which the Optionee had an Option to purchase but had not
theretofore exercised as of the date that the Optionee became permanently and
totally disabled, and in no event shall such Option be exercised at any time
after the expiration of the term of the Option stated in the Agreement.
5.9 RIGHTS AS SHAREHOLDER. An Optionee or permitted transferee of an
Option shall have no rights as a shareholder of the Company with respect to any
shares of Stock covered thereby prior to his purchase of such shares of Stock by
exercise of such Option as provided in the Plan. Such Optionee or permitted
transferee shall thereafter be deemed to have substantially all of the rights of
ownership to the shares of Stock in respect of which such exercise shall be
made.
5.10 RIGHT OF COMPANY TO TERMINATE EMPLOYMENT. Nothing contained in
the Plan (including the provisions of the succeeding sentence) or any Option
granted under the Plan shall confer on an Optionee any right to be continued in
the employ of the Company, a Parent or a Subsidiary or interfere in any way with
the right of the Company, a Parent or a Subsidiary to terminate an Optionee's
employment with it at any time for any reason. If requested by the Board or the
Committee, as the case may be, an Optionee shall agree in writing as a condition
of the granting of an Option to remain in the employ of the Company following
the date of grant of an Option for a period specified by the Board or Committee.
5.11 DELIVERY OF FINANCIAL STATEMENTS TO OPTIONEE. Within three (3)
months after the end of each fiscal year of the Company, the Company shall
deliver to each Optionee a complete set of the Company's financial statements as
of the end of such fiscal year. Said financial statements shall include a
balance sheet and the related statements of income and cash flow for the fiscal
year in question.
6. DELIVERY OF STOCK CERTIFICATES. The Company shall not be required to
issue or deliver any certificate for shares of Stock purchased upon the exercise
of all or any portion of any Option granted under the Plan prior to the
fulfillment of all of the following conditions:
6.1 LISTING OF SHARES. If applicable, the admission of such shares
of Stock to listing on all stock exchanges on which the Stock of the Company is
then listed.
9
<PAGE>
6.2 REGISTRATION AND/OR QUALIFICATION OF SHARES. If applicable, the
completion of any registration or other qualification of such shares of Stock
under any federal or state securities laws or under the regulations promulgated
by the Securities and Exchange Commission or any other federal or state
governmental regulatory body, which the Board or Committee, as the case may be,
shall deem necessary or advisable.
6.3 APPROVAL OF CLEARANCE. The obtaining of any approval or
clearance from any federal or state governmental agency which the Board or
Committee, as the case may be, shall determine to be necessary or advisable.
6.4 REASONABLE LAPSE OF TIME. The lapse of such reasonable period of
time following the exercise of the Option as the Board or Committee, as the case
may be, may establish from time to time for reasons of administrative
convenience. The issuance of such certificate shall be evidenced on the books
of the Company with such reasonable period of time.
7. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN. The Board may, upon
recommendation of the Committee, if any, appointed by it to administer the Plan,
terminate the Plan at any time or amend or modify the Plan at any time or from
time to time; provided, however, that no such action of the Board shall do any
of the following:
7.1 INCREASE NUMBER OF SHARES. Except as contemplated in Section 3.2
of the Plan, increase the total number of shares of Stock subject to the Plan
without the approval of shareholders then holding a majority of the outstanding
voting securities of the Company.
7.2 CHANGE OF CLASS OF ELIGIBLE PERSONS. Change the class of
Eligible Persons to whom Options may be granted under the Plan without the
approval of shareholders then holding a majority of the outstanding voting
securities of the Company.
7.3 CHANGE TERMS OF OUTSTANDING OPTIONS. Change the Option Price or
otherwise alter or impair any Option previously granted to an Optionee under the
Plan without the consent of the Optionee.
8. MISCELLANEOUS.
8.1 PLAN BINDING ON THE SUCCESSORS. The Plan shall be binding upon
the successors and assigns of the Company.
10
<PAGE>
8.2 SECTION HEADINGS. The headings of the Sections of the Plan have
been inserted for convenience only and shall not be used in construing the Plan.
8.3 GENDER AND NUMBER. Whenever used herein, nouns in the singular
shall include the plural and a masculine pronoun shall include the feminine
gender.
8.4 OTHER COMPENSATION PLANS. The adoption of the Plan shall not
affect any other stock option plan, incentive plan or any other compensation
plan in effect for the employees of the Company, nor shall the Plan preclude the
Company from establishing any other form of stock option plan, incentive plan or
any other compensation plan for employees of the Company.
8.5 TAX INFORMATION STATEMENTS. Upon the exercise of any ISO during
any calendar year in which a transfer of Stock to an Optionee shall occur, the
Company shall furnish to the Optionee an information statement pursuant to
Section 6039 of the Code, and the regulations promulgated thereunder, on or
before January 31 of the following calendar year.
[END OF PLAN]
11
<PAGE>
AMENDMENT NO. 1 TO
TINSLEY LABORATORIES, INC.
1993 INCENTIVE STOCK OPTION PLAN
_____________________
Section 3.1 of the Tinsley Laboratories, Inc. 1993 Incentive Stock
Option Plan (the "Plan") was amended as of the date hereof to read in its
entirety as follows:
"3.1 LIMITATIONS. Subject to adjustment pursuant to
the provisions of Section 3.2 hereof, the aggregate number
of shares of Stock of the Company which may be issued and
sold under the Plan shall not exceed 300,000 shares (after
taking into account the 2-for-1 split of issued and
outstanding shares of the Stock declared by the Company's
Board of Directors effective on and as of August 15, 1996).
During the term of the Plan, the Company shall reserve and
keep available or otherwise have authorized a sufficient
number of shares to comply with the requirements of the
Plan."
The above-referenced amendment to the Plan was duly adopted by
Tinsley Laboratories, Inc.'s Board of Directors by means of an Action by
Unanimous Written Consent of Board of Directors, dated March 26, 1997.
The above-referenced amendment to the Plan was approved by a
majority of the holders of Tinsley Laboratories, Inc.'s issued and
outstanding common stock at the Company's 1997 Annual Meeting of Shareholders
held April 23, 1997.
Dated: April 23, 1997 TINSLEY LABORATORIES, INC.
By: /s/ Robert J. Aronno
--------------------------------------
Robert J. Aronno, Chairman of the
Board of Directors (Chief Executive
Officer), President and Treasurer
(Chief Financial Officer)
By: /s/ Robert J. Johnson
--------------------------------------
Robert J. Johnson, Vice President
And Secretary
<PAGE>
NONQUALIFIED STOCK OPTION AGREEMENT NQSO-006
THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and
entered into on February 4, 1993, by and between TINSLEY LABORATORIES, INC.,
a California corporation ("Company"), and Daniel J. Bajuk ("Optionee").
1. GRANT OF OPTION. The Company hereby irrevocably grants to the
Optionee, on the terms and subject to the conditions set forth in this
Agreement, the right and option ("Option") to purchase all or any part of an
aggregate of 20,000 shares ("Option Shares") of the Company's common stock, such
number being subject to adjustment as provided in Section 9 hereof. It is
understood by the parties hereto that the Option is not intended to qualify as
an "incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of
the Copmany or a parent or a subsidiary of the Company, it is further understood
by the parties hereto that the Option has been granted as a matter of separate
inducement and agreement in connection with the employment of the Optionee and
is not in lieu of any salary or other compensation for the Optionee's services.
2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall
be $5.50 per share. The exercise price shall be paid in full as provided in
Section 10 hereof.
3. TERM OF OPTION. The term of the Option shall be for a period of five
(5) years from the date hereof, subject to earlier termination as provided in
Sections 7 and 8 hereof.
4. EXERCISABILITY OF OPTION.
(a) Subject to the provisions of Section 4(b) hereof, the Option
shall be exercisable in accordance with the following schedule:
Percentage of Option
Date Shares Purchasable
---- --------------------
On or after February 4, 1993 20%
On or after February 4, 1994 40%
On or after February 4, 1995 60%
On or after February 4, 1996 80%
On or after February 4, 1997 100%
1
<PAGE>
The Optionee's right to exercise the Option shall be cumulative as to the Option
Shares covered thereby.
(b) The Company's grant of the Option is based upon the assumption that
the Optionee's exercise of the Option and the Company's issuance of the Option
Shares as a result of such exercise will be exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"). In the event that
the Company's assumption is erroneous, the Option may not be exercised unless
and until a registration statement under the Securities Act relating to the
Option Shares shall be in effect, or unless and until the issuance of the Option
Shares upon the exercise of the Option shall be exempt from registration under
the Securities Act, in either of which events the term of the Option shall be
deemed to have been automatically extended through and including a period of
ninety (90) days from and after the date that such registration statement under
the Securities Act relating to the Option Shares first becomes effective or the
date that the issuance of the Option Shares upon the exercise of the Option
first becomes exempt from registration under the Securities Act, as the case may
be. In this regard, the Company shall use its best efforts to either register
the Option Shares in accordance with the registration requirements of the
Securities Act or to comply with any exemption therefrom with regard to the
issuance of the Option Shares. The Company shall promptly notify Optionee of
any automatic extension in the term of the Option in the event the foregoing
provisions become applicable. In all events, the Optionee shall give a written
representation satisfactory to legal counsel to the Company upon his exercise of
the Option that he is acquiring the Option Shares for investment purposes and
not with a view to, or for resale in connection with, the distribution of any
Option Shares or other securities of the Company.
5. LIMITATION ON OPTIONEE'S RIGHTS.
(a) The Optionee shall not have any of the rights of a shareholder of
the Company with respect to the Option Shares except to the extent that one or
more certificates for the Option Shares shall be delivered to him upon the due
exercise of the Option.
(b) If Optionee is an employee of the Company or a parent or a
subsidiary of the Company, nothing contained in this Agreement shall confer upon
the Optionee any right with respect to the continuation of his employment by the
Company or a parent or a subsidiary of the Company or interfere in any way with
the right of the Company or a parent or a subsidiary of the Company (subject to
the terms of any separate employment agreement to the contrary) to terminate his
employment at any time or to increase or decrease the compensation payable to
the Optionee.
6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution, and
the Option
2
<PAGE>
may be exercised during the lifetime of the Optionee only by him. More
particularly, but without limiting the generality of the foregoing, the
Option may not be assigned, transferred (except upon the death of the
Optionee), pledged or hypothecated in any way, shall not be assignable by
operation of law and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, and the levy of
any execution, attachment or similar process upon the Option, shall be null
and void and without effect.
7. EARLY TERMINATION OF OPTION. If Optionee is an employee of the
Company or a parent or a subsidiary of the Company as of the date of the grant
of the Option by the Company, the Option and all rights under this Agreement, to
the extent such rights shall not have been previously exercised, shall terminate
and become immediately null and void on the expiration of ninety (90) days after
the Optionee ceases to be an employee (whether by resignation, retirement,
dismissal, total disability, death or otherwise) of the Company or a parent or a
subsidiary of the Company; provided, however, the Option may thereafter by
exercised as follows:
(a) If the termination of employment was due to the Optionee's forced
retirement after becoming totally disabled, the Optionee may, at any time or
from time to time during a period of one hundred eighty (180) days after such
termination of his employment, exercise the Option (except that in no event may
the Option be exercised to any extent after the expiration of the term specified
in Section 3 hereof) to the extent such Option was exercisable by him on the
date of such termination of his employment.
(b) If the termination of employment was due to the death of the
Optionee while in the employ of the Company or a parent or a subsidiary of the
Company or in the event of his death within ninety (90) days after termination
of his employment, then the Option, to the extent that the Optionee was entitled
to exercise such Option on the date of his death in the first instance or the
date of his termination of employment in the second instance, may be exercised
within one (l) year after such death by the Optionee's executors,
administrators, heirs or legatees; provided, however, that in no event may the
Option be exercised to any extent after the expiration of the term specified in
Section 3 hereof.
8. NONSURVIVAL OF COMPANY. Where dissolution or liquidation of the
Company or any merger or combination in which the Company is not the surviving
corporation is involved, the Option shall terminate as of the effective date of
such liquidation, dissolution, merger or combination to the extent that the
Option is not assumed by, or replaced by equivalent options granted by, the
surviving corporation, if any, in such liquidation, dissolution, merger or
combination, but, in such event, the Optionee shall have the right, for a period
of thirty (30) days immediately prior to the effective date of such liquidation,
dissolution, or merger or combination, to exercise his Option, in whole or in
3
<PAGE>
part, to the extent that such Option shall not have been previously exercised
or so assumed or so replaced, without regard to any installment exercise
provisions.
9. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of common stock of the Company are changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock dividend, stock
split or reverse stock split, the rights of the Optionee shall be appropriately
adjusted both as to the number of shares and the Option exercise price.
10. METHOD OF EXERCISING OPTION.
(a) Subject to the terms and conditions of this Agreement, the Option
may be exercised by written notice ("Exercise Notice") from the Optionee or
other person entitled to exercise the Option delivered to the Company stating
the election to exercise the Option and the number of the Option Shares in
respect of which it is being exercised, and shall be signed by the person or
persons so exercising the Option. The Exercise Notice shall be accompanied by
the full exercise price for the Option Shares in respect of which the Option is
being exercised. In the event the Option shall be exercised pursuant to Section
7(b) hereof by any person or persons other than the Optionee, the Exercise
Notice shall be accompanied by appropriate proof of the right of such person or
persons to exercise the Option.
(b) Payment of the exercise price shall be made by certified or bank
cashier's check, personal check or the equivalent thereof payable to the order
of the Company.
(c) The certificate or certificates for the Option Shares in respect
of which the Option shall have been exercised shall be registered in the name of
the person or persons exercising the Option, or, if the Option is exercised by
the Optionee and if the Optionee shall so request in the Exercise Notice, shall
be registered in the name of the Optionee and another person jointly, with right
of survivorship, and shall be delivered as provided above to or upon the written
order of the person or persons exercising the Option.
All of the Option Shares purchased upon the exercise of the Option as provided
herein shall, when issued, be fully paid and nonassessable.
11. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times
during the term of the Option reserve and keep available or otherwise have
authorized such number of shares of the Company's common stock as will be
sufficient to satisfy the requirements of this Agreement, shall pay all fees and
expenses necessarily incurred by the Company in connection therewith, and shall
from time to time use its best efforts to comply
4
<PAGE>
with all laws and regulations which, in the opinion of legal counsel to the
Company, shall be applicable thereto.
12. NOTICES. All notices, requests, demands and other communications
called for or contemplated hereunder shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
certified or registered mail, postage prepaid, addressed to the following
parties or their successors in interest at the following addresses, or at such
other addresses as the parties may designate by written notice in the manner
aforesaid:
If to the Company: Tinsley Laboratories, Inc.
3900 Lakeside Drive
Richmond, CA 94802
Attn: President
If to Optionee: (See address on signature page)
13. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability
contained in Section 6 hereof, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the Company's successors in interest
and assigns, and the Optionee's permitted successors in interest.
14. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
5
<PAGE>
"Company" "Optionee"
TINSLEY LABORATORIES, INC. Daniel J. Bajuk
By: /s/ Robert J. Aronno /s/ Daniel J. Bajuk
--------------------------- -----------------------------
Its: President Signature
-----------------------
-----------------------------
Number and Street
-----------------------------
City, State and Zip Code
(If Optionee is unmarried as
of the date hereof, then he
shall sign his name again
below.)
I certify that, as of the date
hereof, I am not married.
-----------------------------
Name of Optionee
6
<PAGE>
NONQUALIFIED STOCK OPTION AGREEMENT NQSO-007
THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and
entered into on February 4, 1993, by and between TINSLEY LABORATORIES, INC.,
a California corporation ("Company"), and James A. Kennon ("Optionee").
1. GRANT OF OPTION. The Company hereby irrevocably grants to the
Optionee, on the terms and subject to the conditions set forth in this
Agreement, the right and option ("Option") to purchase all or any part of an
aggregate of 20,000 shares ("Option Shares") of the Company's common stock, such
number being subject to adjustment as provided in Section 9 hereof. It is
understood by the parties hereto that the Option is not intended to qualify as
an "incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of
the Copmany or a parent or a subsidiary of the Company, it is further understood
by the parties hereto that the Option has been granted as a matter of separate
inducement and agreement in connection with the employment of the Optionee and
is not in lieu of any salary or other compensation for the Optionee's services.
2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall
be $5.50 per share. The exercise price shall be paid in full as provided in
Section 10 hereof.
3. TERM OF OPTION. The term of the Option shall be for a period of five
(5) years from the date hereof, subject to earlier termination as provided in
Sections 7 and 8 hereof.
4. EXERCISABILITY OF OPTION.
(a) Subject to the provisions of Section 4(b) hereof, the Option
shall be exercisable in accordance with the following schedule:
Percentage of Option
Date Shares Purchasable
---- --------------------
On or after February 4, 1993 20%
On or after February 4, 1994 40%
On or after February 4, 1995 60%
On or after February 4, 1996 80%
On or after February 4, 1997 100%
1
<PAGE>
The Optionee's right to exercise the Option shall be cumulative as to the Option
Shares covered thereby.
(b) The Company's grant of the Option is based upon the assumption that
the Optionee's exercise of the Option and the Company's issuance of the Option
Shares as a result of such exercise will be exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"). In the event that
the Company's assumption is erroneous, the Option may not be exercised unless
and until a registration statement under the Securities Act relating to the
Option Shares shall be in effect, or unless and until the issuance of the Option
Shares upon the exercise of the Option shall be exempt from registration under
the Securities Act, in either of which events the term of the Option shall be
deemed to have been automatically extended through and including a period of
ninety (90) days from and after the date that such registration statement under
the Securities Act relating to the Option Shares first becomes effective or the
date that the issuance of the Option Shares upon the exercise of the Option
first becomes exempt from registration under the Securities Act, as the case may
be. In this regard, the Company shall use its best efforts to either register
the Option Shares in accordance with the registration requirements of the
Securities Act or to comply with any exemption therefrom with regard to the
issuance of the Option Shares. The Company shall promptly notify Optionee of
any automatic extension in the term of the Option in the event the foregoing
provisions become applicable. In all events, the Optionee shall give a written
representation satisfactory to legal counsel to the Company upon his exercise of
the Option that he is acquiring the Option Shares for investment purposes and
not with a view to, or for resale in connection with, the distribution of any
Option Shares or other securities of the Company.
5. LIMITATION ON OPTIONEE'S RIGHTS.
(a) The Optionee shall not have any of the rights of a shareholder of
the Company with respect to the Option Shares except to the extent that one or
more certificates for the Option Shares shall be delivered to him upon the due
exercise of the Option.
(b) If Optionee is an employee of the Company or a parent or a
subsidiary of the Company, nothing contained in this Agreement shall confer upon
the Optionee any right with respect to the continuation of his employment by the
Company or a parent or a subsidiary of the Company or interfere in any way with
the right of the Company or a parent or a subsidiary of the Company (subject to
the terms of any separate employment agreement to the contrary) to terminate his
employment at any time or to increase or decrease the compensation payable to
the Optionee.
6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution, and
the Option
2
<PAGE>
may be exercised during the lifetime of the Optionee only by him. More
particularly, but without limiting the generality of the foregoing, the
Option may not be assigned, transferred (except upon the death of the
Optionee), pledged or hypothecated in any way, shall not be assignable by
operation of law and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, and the levy of
any execution, attachment or similar process upon the Option, shall be null
and void and without effect.
7. EARLY TERMINATION OF OPTION. If Optionee is an employee of the
Company or a parent or a subsidiary of the Company as of the date of the grant
of the Option by the Company, the Option and all rights under this Agreement, to
the extent such rights shall not have been previously exercised, shall terminate
and become immediately null and void on the expiration of ninety (90) days after
the Optionee ceases to be an employee (whether by resignation, retirement,
dismissal, total disability, death or otherwise) of the Company or a parent or a
subsidiary of the Company; provided, however, the Option may thereafter by
exercised as follows:
(a) If the termination of employment was due to the Optionee's forced
retirement after becoming totally disabled, the Optionee may, at any time or
from time to time during a period of one hundred eighty (180) days after such
termination of his employment, exercise the Option (except that in no event may
the Option be exercised to any extent after the expiration of the term specified
in Section 3 hereof) to the extent such Option was exercisable by him on the
date of such termination of his employment.
(b) If the termination of employment was due to the death of the
Optionee while in the employ of the Company or a parent or a subsidiary of the
Company or in the event of his death within ninety (90) days after termination
of his employment, then the Option, to the extent that the Optionee was entitled
to exercise such Option on the date of his death in the first instance or the
date of his termination of employment in the second instance, may be exercised
within one (l) year after such death by the Optionee's executors,
administrators, heirs or legatees; provided, however, that in no event may the
Option be exercised to any extent after the expiration of the term specified in
Section 3 hereof.
8. NONSURVIVAL OF COMPANY. Where dissolution or liquidation of the
Company or any merger or combination in which the Company is not the surviving
corporation is involved, the Option shall terminate as of the effective date of
such liquidation, dissolution, merger or combination to the extent that the
Option is not assumed by, or replaced by equivalent options granted by, the
surviving corporation, if any, in such liquidation, dissolution, merger or
combination, but, in such event, the Optionee shall have the right, for a period
of thirty (30) days immediately prior to the effective date of such liquidation,
dissolution, or merger or combination, to exercise his Option, in whole or in
3
<PAGE>
part, to the extent that such Option shall not have been previously exercised
or so assumed or so replaced, without regard to any installment exercise
provisions.
9. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of common stock of the Company are changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock dividend, stock
split or reverse stock split, the rights of the Optionee shall be appropriately
adjusted both as to the number of shares and the Option exercise price.
10. METHOD OF EXERCISING OPTION.
(a) Subject to the terms and conditions of this Agreement, the Option
may be exercised by written notice ("Exercise Notice") from the Optionee or
other person entitled to exercise the Option delivered to the Company stating
the election to exercise the Option and the number of the Option Shares in
respect of which it is being exercised, and shall be signed by the person or
persons so exercising the Option. The Exercise Notice shall be accompanied by
the full exercise price for the Option Shares in respect of which the Option is
being exercised. In the event the Option shall be exercised pursuant to Section
7(b) hereof by any person or persons other than the Optionee, the Exercise
Notice shall be accompanied by appropriate proof of the right of such person or
persons to exercise the Option.
(b) Payment of the exercise price shall be made by certified or bank
cashier's check, personal check or the equivalent thereof payable to the order
of the Company.
(c) The certificate or certificates for the Option Shares in respect
of which the Option shall have been exercised shall be registered in the name of
the person or persons exercising the Option, or, if the Option is exercised by
the Optionee and if the Optionee shall so request in the Exercise Notice, shall
be registered in the name of the Optionee and another person jointly, with right
of survivorship, and shall be delivered as provided above to or upon the written
order of the person or persons exercising the Option.
All of the Option Shares purchased upon the exercise of the Option as provided
herein shall, when issued, be fully paid and nonassessable.
11. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times
during the term of the Option reserve and keep available or otherwise have
authorized such number of shares of the Company's common stock as will be
sufficient to satisfy the requirements of this Agreement, shall pay all fees and
expenses necessarily incurred by the Company in connection therewith, and shall
from time to time use its best efforts to comply
4
<PAGE>
with all laws and regulations which, in the opinion of legal counsel to the
Company, shall be applicable thereto.
12. NOTICES. All notices, requests, demands and other communications
called for or contemplated hereunder shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
certified or registered mail, postage prepaid, addressed to the following
parties or their successors in interest at the following addresses, or at such
other addresses as the parties may designate by written notice in the manner
aforesaid:
If to the Company: Tinsley Laboratories, Inc.
3900 Lakeside Drive
Richmond, CA 94802
Attn: President
If to Optionee: (See address on signature page)
13. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability
contained in Section 6 hereof, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the Company's successors in interest
and assigns, and the Optionee's permitted successors in interest.
14. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
5
<PAGE>
"Company" "Optionee"
TINSLEY LABORATORIES, INC. James A. Kennon
By: /s/ Robert J. Aronno /s/ James A. Kennon
--------------------------- -----------------------------
Its: President Signature
-----------------------
-----------------------------
Number and Street
-----------------------------
City, State and Zip Code
(If Optionee is unmarried as
of the date hereof, then he
shall sign his name again
below.)
I certify that, as of the date
hereof, I am not married.
-----------------------------
Name of Optionee
6
<PAGE>
NONQUALIFIED STOCK OPTION AGREEMENT NQSO-008
THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and
entered into on February 4, 1993, by and between TINSLEY LABORATORIES, INC.,
a California corporation ("Company"), and Robert N. Kestner ("Optionee").
1. GRANT OF OPTION. The Company hereby irrevocably grants to the
Optionee, on the terms and subject to the conditions set forth in this
Agreement, the right and option ("Option") to purchase all or any part of an
aggregate of 14,000 shares ("Option Shares") of the Company's common stock, such
number being subject to adjustment as provided in Section 9 hereof. It is
understood by the parties hereto that the Option is not intended to qualify as
an "incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of
the Copmany or a parent or a subsidiary of the Company, it is further understood
by the parties hereto that the Option has been granted as a matter of separate
inducement and agreement in connection with the employment of the Optionee and
is not in lieu of any salary or other compensation for the Optionee's services.
2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall
be $5.50 per share. The exercise price shall be paid in full as provided in
Section 10 hereof.
3. TERM OF OPTION. The term of the Option shall be for a period of five
(5) years from the date hereof, subject to earlier termination as provided in
Sections 7 and 8 hereof.
4. EXERCISABILITY OF OPTION.
(a) Subject to the provisions of Section 4(b) hereof, the Option
shall be exercisable in accordance with the following schedule:
Percentage of Option
Date Shares Purchasable
---- --------------------
On or after February 4, 1993 20%
On or after February 4, 1994 40%
On or after February 4, 1995 60%
On or after February 4, 1996 80%
On or after February 4, 1997 100%
1
<PAGE>
The Optionee's right to exercise the Option shall be cumulative as to the Option
Shares covered thereby.
(b) The Company's grant of the Option is based upon the assumption that
the Optionee's exercise of the Option and the Company's issuance of the Option
Shares as a result of such exercise will be exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"). In the event that
the Company's assumption is erroneous, the Option may not be exercised unless
and until a registration statement under the Securities Act relating to the
Option Shares shall be in effect, or unless and until the issuance of the Option
Shares upon the exercise of the Option shall be exempt from registration under
the Securities Act, in either of which events the term of the Option shall be
deemed to have been automatically extended through and including a period of
ninety (90) days from and after the date that such registration statement under
the Securities Act relating to the Option Shares first becomes effective or the
date that the issuance of the Option Shares upon the exercise of the Option
first becomes exempt from registration under the Securities Act, as the case may
be. In this regard, the Company shall use its best efforts to either register
the Option Shares in accordance with the registration requirements of the
Securities Act or to comply with any exemption therefrom with regard to the
issuance of the Option Shares. The Company shall promptly notify Optionee of
any automatic extension in the term of the Option in the event the foregoing
provisions become applicable. In all events, the Optionee shall give a written
representation satisfactory to legal counsel to the Company upon his exercise of
the Option that he is acquiring the Option Shares for investment purposes and
not with a view to, or for resale in connection with, the distribution of any
Option Shares or other securities of the Company.
5. LIMITATION ON OPTIONEE'S RIGHTS.
(a) The Optionee shall not have any of the rights of a shareholder of
the Company with respect to the Option Shares except to the extent that one or
more certificates for the Option Shares shall be delivered to him upon the due
exercise of the Option.
(b) If Optionee is an employee of the Company or a parent or a
subsidiary of the Company, nothing contained in this Agreement shall confer upon
the Optionee any right with respect to the continuation of his employment by the
Company or a parent or a subsidiary of the Company or interfere in any way with
the right of the Company or a parent or a subsidiary of the Company (subject to
the terms of any separate employment agreement to the contrary) to terminate his
employment at any time or to increase or decrease the compensation payable to
the Optionee.
6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution, and
the Option
2
<PAGE>
may be exercised during the lifetime of the Optionee only by him. More
particularly, but without limiting the generality of the foregoing, the
Option may not be assigned, transferred (except upon the death of the
Optionee), pledged or hypothecated in any way, shall not be assignable by
operation of law and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, and the levy of
any execution, attachment or similar process upon the Option, shall be null
and void and without effect.
7. EARLY TERMINATION OF OPTION. If Optionee is an employee of the
Company or a parent or a subsidiary of the Company as of the date of the grant
of the Option by the Company, the Option and all rights under this Agreement, to
the extent such rights shall not have been previously exercised, shall terminate
and become immediately null and void on the expiration of ninety (90) days after
the Optionee ceases to be an employee (whether by resignation, retirement,
dismissal, total disability, death or otherwise) of the Company or a parent or a
subsidiary of the Company; provided, however, the Option may thereafter by
exercised as follows:
(a) If the termination of employment was due to the Optionee's forced
retirement after becoming totally disabled, the Optionee may, at any time or
from time to time during a period of one hundred eighty (180) days after such
termination of his employment, exercise the Option (except that in no event may
the Option be exercised to any extent after the expiration of the term specified
in Section 3 hereof) to the extent such Option was exercisable by him on the
date of such termination of his employment.
(b) If the termination of employment was due to the death of the
Optionee while in the employ of the Company or a parent or a subsidiary of the
Company or in the event of his death within ninety (90) days after termination
of his employment, then the Option, to the extent that the Optionee was entitled
to exercise such Option on the date of his death in the first instance or the
date of his termination of employment in the second instance, may be exercised
within one (l) year after such death by the Optionee's executors,
administrators, heirs or legatees; provided, however, that in no event may the
Option be exercised to any extent after the expiration of the term specified in
Section 3 hereof.
8. NONSURVIVAL OF COMPANY. Where dissolution or liquidation of the
Company or any merger or combination in which the Company is not the surviving
corporation is involved, the Option shall terminate as of the effective date of
such liquidation, dissolution, merger or combination to the extent that the
Option is not assumed by, or replaced by equivalent options granted by, the
surviving corporation, if any, in such liquidation, dissolution, merger or
combination, but, in such event, the Optionee shall have the right, for a period
of thirty (30) days immediately prior to the effective date of such liquidation,
dissolution, or merger or combination, to exercise his Option, in whole or in
3
<PAGE>
part, to the extent that such Option shall not have been previously exercised
or so assumed or so replaced, without regard to any installment exercise
provisions.
9. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of common stock of the Company are changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock dividend, stock
split or reverse stock split, the rights of the Optionee shall be appropriately
adjusted both as to the number of shares and the Option exercise price.
10. METHOD OF EXERCISING OPTION.
(a) Subject to the terms and conditions of this Agreement, the Option
may be exercised by written notice ("Exercise Notice") from the Optionee or
other person entitled to exercise the Option delivered to the Company stating
the election to exercise the Option and the number of the Option Shares in
respect of which it is being exercised, and shall be signed by the person or
persons so exercising the Option. The Exercise Notice shall be accompanied by
the full exercise price for the Option Shares in respect of which the Option is
being exercised. In the event the Option shall be exercised pursuant to Section
7(b) hereof by any person or persons other than the Optionee, the Exercise
Notice shall be accompanied by appropriate proof of the right of such person or
persons to exercise the Option.
(b) Payment of the exercise price shall be made by certified or bank
cashier's check, personal check or the equivalent thereof payable to the order
of the Company.
(c) The certificate or certificates for the Option Shares in respect
of which the Option shall have been exercised shall be registered in the name of
the person or persons exercising the Option, or, if the Option is exercised by
the Optionee and if the Optionee shall so request in the Exercise Notice, shall
be registered in the name of the Optionee and another person jointly, with right
of survivorship, and shall be delivered as provided above to or upon the written
order of the person or persons exercising the Option.
All of the Option Shares purchased upon the exercise of the Option as provided
herein shall, when issued, be fully paid and nonassessable.
11. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times
during the term of the Option reserve and keep available or otherwise have
authorized such number of shares of the Company's common stock as will be
sufficient to satisfy the requirements of this Agreement, shall pay all fees and
expenses necessarily incurred by the Company in connection therewith, and shall
from time to time use its best efforts to comply
4
<PAGE>
with all laws and regulations which, in the opinion of legal counsel to the
Company, shall be applicable thereto.
12. NOTICES. All notices, requests, demands and other communications
called for or contemplated hereunder shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
certified or registered mail, postage prepaid, addressed to the following
parties or their successors in interest at the following addresses, or at such
other addresses as the parties may designate by written notice in the manner
aforesaid:
If to the Company: Tinsley Laboratories, Inc.
3900 Lakeside Drive
Richmond, CA 94802
Attn: President
If to Optionee: (See address on signature page)
13. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability
contained in Section 6 hereof, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the Company's successors in interest
and assigns, and the Optionee's permitted successors in interest.
14. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
5
<PAGE>
"Company" "Optionee"
TINSLEY LABORATORIES, INC. Robert N. Kestner
By: /s/ Robert J. Aronno /s/ Robert N. Kestner
--------------------------- -----------------------------
Its: President Signature
-----------------------
-----------------------------
Number and Street
-----------------------------
City, State and Zip Code
(If Optionee is unmarried as
of the date hereof, then he
shall sign his name again
below.)
I certify that, as of the date
hereof, I am not married.
-----------------------------
Name of Optionee
6
<PAGE>
NONQUALIFIED STOCK OPTION AGREEMENT NQSO-010
THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered
into on July 3, 1995, by and between TINSLEY LABORATORIES, INC., a California
corporation ("Company"), and ROBERT J. ARONNO ("Optionee").
1. GRANT OF OPTION. The Company hereby irrevocably grants to the
Optionee, on the terms and subject to the conditions set forth in this
Agreement, the right and option ("Option") to purchase all or any part of an
aggregate of 15,000 shares ("Option Shares") of the Company's common stock, such
number being subject to adjustment as provided in Section 8 hereof. It is
understood by the parties hereto that the Option is not intended to qualify as
an "incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of
the Company or a parent or a subsidiary of the Company, it is further understood
by the parties hereto that the Option has been granted as a matter of separate
inducement and agreement in connection with the employment of the Optionee and
is not in lieu of any salary or other compensation for the Optionee's services.
2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall
be $7.00 per share. The exercise price shall be paid in full as provided in
Section 9 hereof.
3. TERM OF OPTION. The term of the Option shall be for a period of five
(5) years from the date hereof, subject to earlier termination as provided in
Section 7 hereof.
4. EXERCISABILITY OF OPTION.
(a) Subject to the provisions of Section 4(b) hereof, the Option
shall be exercisable as to all of the Option Shares throughout the term hereof.
(b) The Company's grant of the Option is based upon the assumption
that the Optionee's exercise of the Option and the Company's issuance of the
Option Shares as a result of such exercise will be exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act"). In the
event that the Company's assumption is erroneous, the Option may not be
exercised unless and until a registration statement under the Securities Act
relating to the Option Shares shall be in effect, or unless and until the
issuance of the Option Shares upon the exercise of the Option shall be exempt
from registration under the Securities Act, in either of which events the
term of the Option shall be deemed to have been automatically extended
through and including a period of ninety (90) days from and after the date
that such registration statement under the Securities Act relating to the
Option Shares first becomes effective or the date that the issuance of the
1
<PAGE>
Option Shares upon the exercise of the Option first becomes exempt from
registration under the Securities Act, as the case may be. In this regard,
the Company shall use its best efforts to either register the Option Shares
in accordance with the registration requirements of the Securities Act or to
comply with any exemption therefrom with regard to the issuance of the Option
Shares. The Company shall promptly notify Optionee of any automatic
extension in the term of the Option in the event the foregoing provisions
become applicable. In all events, the Optionee shall give a written
representation satisfactory to legal counsel to the Company upon his exercise
of the Option that he is acquiring the Option Shares for investment purposes
and not with a view to, or for resale in connection with, the distribution of
any Option Shares or other securities of the Company.
5. LIMITATION ON OPTIONEE'S RIGHTS.
(a) The Optionee shall not have any of the rights of a shareholder of
the Company with respect to the Option Shares except to the extent that one or
more certificates for the Option Shares shall be delivered to him upon the due
exercise of the Option.
(b) If Optionee is an employee of the Company or a parent or a
subsidiary of the Company, nothing contained in this Agreement shall confer upon
the Optionee any right with respect to the continuation of his employment by the
Company or a parent or a subsidiary of the Company or interfere in any way with
the right of the Company or a parent or a subsidiary of the Company (subject to
the terms of any separate employment agreement to the contrary) to terminate his
employment at any time or to increase or decrease the compensation payable to
the Optionee.
6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution, and
the Option may be exercised during the lifetime of the Optionee only by him.
More particularly, but without limiting the generality of the foregoing, the
Option may not be assigned, transferred (except upon the death of the Optionee),
pledged or hypothecated in any way, shall not be assignable by operation of law
and shall not be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the Option contrary to the provisions hereof, and the levy of any execution,
attachment or similar process upon the Option, shall be null and void and
without effect.
7. TERMINATION OF OPTION UPON COMPANY'S ACQUISITION. In the event that
the Company is involved in a merger, consolidation or other combination with one
or more other corporations in which the Company is not the surviving corporation
or in the event that the Company is liquidated and dissolved following the
Company's sale of all, or substantially all, of its operating assets and
goodwill to another corporation, the Option shall terminate as of the effective
date of such merger, consolidation or other combination
2
<PAGE>
or as of the effective date of such sale of this corporation's operating
assets and goodwill, as the case may be, to the extent that the Option has
not theretofore been exercised by the Optionee and/or is not agreed to be
assumed by, or replaced by equivalent options granted by, the surviving
corporation in such merger, consolidation or other combination or the
purchasing corporation in such sale of this corporation's operating assets
and goodwill.
8. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of common stock of the Company are changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of merger, consolidation, combination,
reorganization, recapitalization, reclassification, combination of shares, stock
dividend, stock split or reverse stock split, the rights of the Optionee shall
be appropriately adjusted both as to the number of shares and the Option
exercise price.
9. METHOD OF EXERCISING OPTION.
(a) Subject to the terms and conditions of this Agreement, the Option
may be exercised by written notice ("Exercise Notice") from the Optionee or
other person entitled to exercise the Option delivered to the Company stating
the election to exercise the Option and the number of the Option Shares in
respect of which it is being exercised, and shall be signed and dated by the
person or persons so exercising the Option. The Exercise Notice shall be
accompanied by the full exercise price for the Option Shares in respect of which
the Option is being exercised. In the event the Option shall be exercised by
any person or persons other than the Optionee, the Exercise Notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise the Option.
(b) Payment of the exercise price shall be made by the delivery of a
bank cashier's check, personal check or the equivalent thereof payable to the
order of the Company, by the delivery of shares of the Company's common stock
duly endorsed in favor of the Company or accompanied by a duly executed stock
power in favor of the Company or by a combination of the foregoing. If shares
of the Company's common stock are delivered in full or partial payment of the
aggregate exercise price, such shares shall be valued at the average of the per
share closing bid and asked prices for shares of the Company's common stock in
the over-the-counter market on the date immediately preceding the date the
Exercise Notice is dated or, in the absence of any reported sales on such date,
the first preceding date on which there were such sales.
(c) The certificate or certificates for the Option Shares in respect
of which the Option shall have been exercised shall be registered in the name of
the person or persons exercising the Option, or, if the Option is exercised by
the Optionee and if the Optionee shall so request in the Exercise Notice, shall
be registered in the name of the
3
<PAGE>
Optionee and another person jointly, with right of survivorship, and shall be
delivered as provided above to or upon the written order of the person or
persons exercising the Option.
All of the Option Shares purchased upon the exercise of the Option as provided
herein shall, when issued, be fully paid and nonassessable.
10. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times
during the term of the Option reserve and keep available or otherwise have
authorized such number of shares of the Company's common stock as will be
sufficient to satisfy the requirements of this Agreement, shall pay all fees and
expenses necessarily incurred by the Company in connection therewith, and shall
from time to time use its best efforts to comply with all laws and regulations
which, in the opinion of legal counsel to the Company, shall be applicable
thereto.
11. NOTICES. All notices, requests, demands and other communications
called for or contemplated hereunder shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
certified or registered mail, postage prepaid, addressed to the following
parties or their successors in interest at the following addresses, or at such
other addresses as the parties may designate by written notice in the manner
aforesaid:
If to the Company: Tinsley Laboratories, Inc.
3900 Lakeside Drive
Richmond, CA 94802
Attn: President
If to Optionee: One Camelia Lane
Lafayette, CA 94599
12. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability
contained in Section 6 hereof, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the Company's successors in interest
and assigns, and the Optionee's permitted successors in interest.
4
<PAGE>
13. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
"Company" "Optionee"
TINSLEY LABORATORIES, INC.
By: /s/ Robert J. Aronno /s/ Robert J. Aronno
--------------------------- -----------------------------
Its: President Robert J. Aronno
-----------------------
5
<PAGE>
NONQUALIFIED STOCK OPTION AGREEMENT NQSO-011
THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered
into on July 3, 1995, by and between TINSLEY LABORATORIES, INC., a California
corporation ("Company"), and STEPHEN L. DAVENPORT ("Optionee").
1. GRANT OF OPTION. The Company hereby irrevocably grants to the
Optionee, on the terms and subject to the conditions set forth in this
Agreement, the right and option ("Option") to purchase all or any part of an
aggregate of 5,000 shares ("Option Shares") of the Company's common stock, such
number being subject to adjustment as provided in Section 8 hereof. It is
understood by the parties hereto that the Option is not intended to qualify as
an "incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of
the Company or a parent or a subsidiary of the Company, it is further understood
by the parties hereto that the Option has been granted as a matter of separate
inducement and agreement in connection with the employment of the Optionee and
is not in lieu of any salary or other compensation for the Optionee's services.
2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall
be $7.00 per share. The exercise price shall be paid in full as provided in
Section 9 hereof.
3. TERM OF OPTION. The term of the Option shall be for a period of five
(5) years from the date hereof, subject to earlier termination as provided in
Section 7 hereof.
4. EXERCISABILITY OF OPTION.
(a) Subject to the provisions of Section 4(b) hereof, the Option
shall be exercisable as to all of the Option Shares throughout the term hereof.
(b) The Company's grant of the Option is based upon the assumption
that the Optionee's exercise of the Option and the Company's issuance of the
Option Shares as a result of such exercise will be exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act"). In the
event that the Company's assumption is erroneous, the Option may not be
exercised unless and until a registration statement under the Securities Act
relating to the Option Shares shall be in effect, or unless and until the
issuance of the Option Shares upon the exercise of the Option shall be exempt
from registration under the Securities Act, in either of which events the
term of the Option shall be deemed to have been automatically extended
through and including a period of ninety (90) days from and after the date
that such registration statement under the Securities Act
1
<PAGE>
relating to the Option Shares first becomes effective or the date that the
issuance of the Option Shares upon the exercise of the Option first becomes
exempt from registration under the Securities Act, as the case may be. In
this regard, the Company shall use its best efforts to either register the
Option Shares in accordance with the registration requirements of the
Securities Act or to comply with any exemption therefrom with regard to the
issuance of the Option Shares. The Company shall promptly notify Optionee of
any automatic extension in the term of the Option in the event the foregoing
provisions become applicable. In all events, the Optionee shall give a
written representation satisfactory to legal counsel to the Company upon his
exercise of the Option that he is acquiring the Option Shares for investment
purposes and not with a view to, or for resale in connection with, the
distribution of any Option Shares or other securities of the Company.
5. LIMITATION ON OPTIONEE'S RIGHTS.
(a) The Optionee shall not have any of the rights of a shareholder of
the Company with respect to the Option Shares except to the extent that one or
more certificates for the Option Shares shall be delivered to him upon the due
exercise of the Option.
(b) If Optionee is an employee of the Company or a parent or a
subsidiary of the Company, nothing contained in this Agreement shall confer upon
the Optionee any right with respect to the continuation of his employment by the
Company or a parent or a subsidiary of the Company or interfere in any way with
the right of the Company or a parent or a subsidiary of the Company (subject to
the terms of any separate employment agreement to the contrary) to terminate his
employment at any time or to increase or decrease the compensation payable to
the Optionee.
6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution, and
the Option may be exercised during the lifetime of the Optionee only by him.
More particularly, but without limiting the generality of the foregoing, the
Option may not be assigned, transferred (except upon the death of the Optionee),
pledged or hypothecated in any way, shall not be assignable by operation of law
and shall not be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the Option contrary to the provisions hereof, and the levy of any execution,
attachment or similar process upon the Option, shall be null and void and
without effect.
7. TERMINATION OF OPTION UPON COMPANY'S ACQUISITION. In the event that
the Company is involved in a merger, consolidation or other combination with one
or more other corporations in which the Company is not the surviving corporation
or in the event that the Company is liquidated and dissolved following the
Company's sale of all, or substantially all, of its operating assets and
goodwill to another corporation, the Option
2
<PAGE>
shall terminate as of the effective date of such merger, consolidation or
other combination or as of the effective date of such sale of this
corporation's operating assets and goodwill, as the case may be, to the
extent that the Option has not theretofore been exercised by the Optionee
and/or is not agreed to be assumed by, or replaced by equivalent options
granted by, the surviving corporation in such merger, consolidation or other
combination or the purchasing corporation in such sale of this corporation's
operating assets and goodwill.
8. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of common stock of the Company are changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of merger, consolidation, combination,
reorganization, recapitalization, reclassification, combination of shares, stock
dividend, stock split or reverse stock split, the rights of the Optionee shall
be appropriately adjusted both as to the number of shares and the Option
exercise price.
9. METHOD OF EXERCISING OPTION.
(a) Subject to the terms and conditions of this Agreement, the Option
may be exercised by written notice ("Exercise Notice") from the Optionee or
other person entitled to exercise the Option delivered to the Company stating
the election to exercise the Option and the number of the Option Shares in
respect of which it is being exercised, and shall be signed and dated by the
person or persons so exercising the Option. The Exercise Notice shall be
accompanied by the full exercise price for the Option Shares in respect of which
the Option is being exercised. In the event the Option shall be exercised by
any person or persons other than the Optionee, the Exercise Notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise the Option.
(b) Payment of the exercise price shall be made by the delivery of a
bank cashier's check, personal check or the equivalent thereof payable to the
order of the Company, by the delivery of shares of the Company's common stock
duly endorsed in favor of the Company or accompanied by a duly executed stock
power in favor of the Company or by a combination of the foregoing. If shares
of the Company's common stock are delivered in full or partial payment of the
aggregate exercise price, such shares shall be valued at the average of the per
share closing bid and asked prices for shares of the Company's common stock in
the over-the-counter market on the date immediately preceding the date the
Exercise Notice is dated or, in the absence of any reported sales on such date,
the first preceding date on which there were such sales.
(c) The certificate or certificates for the Option Shares in respect
of which the Option shall have been exercised shall be registered in the name of
the person or persons exercising the Option, or, if the Option is exercised by
the Optionee and if the
3
<PAGE>
Optionee shall so request in the Exercise Notice, shall be registered in the
name of the Optionee and another person jointly, with right of survivorship,
and shall be delivered as provided above to or upon the written order of the
person or persons exercising the Option.
All of the Option Shares purchased upon the exercise of the Option as provided
herein shall, when issued, be fully paid and nonassessable.
10. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times
during the term of the Option reserve and keep available or otherwise have
authorized such number of shares of the Company's common stock as will be
sufficient to satisfy the requirements of this Agreement, shall pay all fees and
expenses necessarily incurred by the Company in connection therewith, and shall
from time to time use its best efforts to comply with all laws and regulations
which, in the opinion of legal counsel to the Company, shall be applicable
thereto.
11. NOTICES. All notices, requests, demands and other communications
called for or contemplated hereunder shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
certified or registered mail, postage prepaid, addressed to the following
parties or their successors in interest at the following addresses, or at such
other addresses as the parties may designate by written notice in the manner
aforesaid:
If to the Company: Tinsley Laboratories, Inc.
3900 Lakeside Drive
Richmond, CA 94802
Attn: President
If to Optionee: #3 Altarinda
Orinda, CA 94563
12. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability
contained in Section 6 hereof, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the Company's successors in interest
and assigns, and the Optionee's permitted successors in interest.
4
<PAGE>
13. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
"Company" "Optionee"
TINSLEY LABORATORIES, INC.
By: /s/ Robert J. Aronno /s/ Stephen L. Davenport
--------------------------- -----------------------------
Its: President Stephen L. Davenport
-----------------------
5
<PAGE>
NONQUALIFIED STOCK OPTION AGREEMENT NQSO-012
THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and
entered into on July 3, 1995, by and between TINSLEY LABORATORIES, INC., a
California corporation ("Company"), and DANIEL J. DUCKHORN ("Optionee").
1. GRANT OF OPTION. The Company hereby irrevocably grants to the
Optionee, on the terms and subject to the conditions set forth in this
Agreement, the right and option ("Option") to purchase all or any part of an
aggregate of 5,000 shares ("Option Shares") of the Company's common stock,
such number being subject to adjustment as provided in Section 8 hereof. It
is understood by the parties hereto that the Option is not intended to
qualify as an "incentive stock option" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"). If Optionee is
an employee of the Company or a parent or a subsidiary of the Company, it is
further understood by the parties hereto that the Option has been granted as
a matter of separate inducement and agreement in connection with the
employment of the Optionee and is not in lieu of any salary or other
compensation for the Optionee's services.
2. OPTION EXERCISE PRICE. The exercise price for the Option Shares
shall be $7.00 per share. The exercise price shall be paid in full as
provided in Section 9 hereof.
3. TERM OF OPTION. The term of the Option shall be for a period of
five (5) years from the date hereof, subject to earlier termination as
provided in Section 7 hereof.
4. EXERCISABILITY OF OPTION.
(a) Subject to the provisions of Section 4(b) hereof, the Option
shall be exercisable as to all of the Option Shares throughout the term
hereof.
(b) The Company's grant of the Option is based upon the assumption
that the Optionee's exercise of the Option and the Company's issuance of the
Option Shares as a result of such exercise will be exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act"). In the
event that the Company's assumption is erroneous, the Option may not be
exercised unless and until a registration statement under the Securities Act
relating to the Option Shares shall be in effect, or unless and until the
issuance of the Option Shares upon the exercise of the Option shall be exempt
from registration under the Securities Act, in either of which events the
term of the Option shall be deemed to have been automatically extended
through and including a period of ninety (90) days from and after the date
that such registration statement under the Securities Act relating to the
Option Shares first becomes effective or the date that the issuance of the
1
<PAGE>
Option Shares upon the exercise of the Option first becomes exempt from
registration under the Securities Act, as the case may be. In this regard,
the Company shall use its best efforts to either register the Option Shares
in accordance with the registration requirements of the Securities Act or to
comply with any exemption therefrom with regard to the issuance of the Option
Shares. The Company shall promptly notify Optionee of any automatic
extension in the term of the Option in the event the foregoing provisions
become applicable. In all events, the Optionee shall give a written
representation satisfactory to legal counsel to the Company upon his exercise
of the Option that he is acquiring the Option Shares for investment purposes
and not with a view to, or for resale in connection with, the distribution of
any Option Shares or other securities of the Company.
5. LIMITATION ON OPTIONEE'S RIGHTS.
(a) The Optionee shall not have any of the rights of a shareholder
of the Company with respect to the Option Shares except to the extent that
one or more certificates for the Option Shares shall be delivered to him upon
the due exercise of the Option.
(b) If Optionee is an employee of the Company or a parent or a
subsidiary of the Company, nothing contained in this Agreement shall confer
upon the Optionee any right with respect to the continuation of his
employment by the Company or a parent or a subsidiary of the Company or
interfere in any way with the right of the Company or a parent or a
subsidiary of the Company (subject to the terms of any separate employment
agreement to the contrary) to terminate his employment at any time or to
increase or decrease the compensation payable to the Optionee.
6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable
by the Optionee otherwise than by will or the laws of descent and
distribution, and the Option may be exercised during the lifetime of the
Optionee only by him. More particularly, but without limiting the generality
of the foregoing, the Option may not be assigned, transferred (except upon
the death of the Optionee), pledged or hypothecated in any way, shall not be
assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the provisions
hereof, and the levy of any execution, attachment or similar process upon the
Option, shall be null and void and without effect.
7. TERMINATION OF OPTION UPON COMPANY'S ACQUISITION. In the event
that the Company is involved in a merger, consolidation or other combination
with one or more other corporations in which the Company is not the surviving
corporation or in the event that the Company is liquidated and dissolved
following the Company's sale of all, or substantially all, of its operating
assets and goodwill to another corporation, the Option shall terminate as of
the effective date of such merger, consolidation or other combination
2
<PAGE>
or as of the effective date of such sale of this corporation's operating
assets and goodwill, as the case may be, to the extent that the Option has
not theretofore been exercised by the Optionee and/or is not agreed to be
assumed by, or replaced by equivalent options granted by, the surviving
corporation in such merger, consolidation or other combination or the
purchasing corporation in such sale of this corporation's operating assets
and goodwill.
8. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of common stock of the Company are changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of merger, consolidation, combination,
reorganization, recapitalization, reclassification, combination of shares,
stock dividend, stock split or reverse stock split, the rights of the
Optionee shall be appropriately adjusted both as to the number of shares and
the Option exercise price.
9. METHOD OF EXERCISING OPTION.
(a) Subject to the terms and conditions of this Agreement, the
Option may be exercised by written notice ("Exercise Notice") from the
Optionee or other person entitled to exercise the Option delivered to the
Company stating the election to exercise the Option and the number of the
Option Shares in respect of which it is being exercised, and shall be signed
and dated by the person or persons so exercising the Option. The Exercise
Notice shall be accompanied by the full exercise price for the Option Shares
in respect of which the Option is being exercised. In the event the Option
shall be exercised by any person or persons other than the Optionee, the
Exercise Notice shall be accompanied by appropriate proof of the right of
such person or persons to exercise the Option.
(b) Payment of the exercise price shall be made by the delivery of
a bank cashier's check, personal check or the equivalent thereof payable to
the order of the Company, by the delivery of shares of the Company's common
stock duly endorsed in favor of the Company or accompanied by a duly executed
stock power in favor of the Company or by a combination of the foregoing. If
shares of the Company's common stock are delivered in full or partial payment
of the aggregate exercise price, such shares shall be valued at the average
of the per share closing bid and asked prices for shares of the Company's
common stock in the over-the-counter market on the date immediately preceding
the date the Exercise Notice is dated or, in the absence of any reported
sales on such date, the first preceding date on which there were such sales.
(c) The certificate or certificates for the Option Shares in
respect of which the Option shall have been exercised shall be registered in
the name of the person or persons exercising the Option, or, if the Option is
exercised by the Optionee and if the Optionee shall so request in the
Exercise Notice, shall be registered in the name of the
3
<PAGE>
Optionee and another person jointly, with right of survivorship, and shall be
delivered as provided above to or upon the written order of the person or
persons exercising the Option.
All of the Option Shares purchased upon the exercise of the Option as
provided herein shall, when issued, be fully paid and nonassessable.
10. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times
during the term of the Option reserve and keep available or otherwise have
authorized such number of shares of the Company's common stock as will be
sufficient to satisfy the requirements of this Agreement, shall pay all fees
and expenses necessarily incurred by the Company in connection therewith, and
shall from time to time use its best efforts to comply with all laws and
regulations which, in the opinion of legal counsel to the Company, shall be
applicable thereto.
11. NOTICES. All notices, requests, demands and other communications
called for or contemplated hereunder shall be in writing and shall be deemed
to have been duly given when personally delivered or when mailed by United
States certified or registered mail, postage prepaid, addressed to the
following parties or their successors in interest at the following addresses,
or at such other addresses as the parties may designate by written notice in
the manner aforesaid:
If to the Company: Tinsley Laboratories, Inc.
3900 Lakeside Drive
Richmond, CA 94802
Attn: President
If to Optionee: 3027 Silverado Trail
St. Helena, CA 94574
12. SUCCESSORS AND ASSIGNS. Subject to the limitations on
transferability contained in Section 6 hereof, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto, the
Company's successors in interest and assigns, and the Optionee's permitted
successors in interest.
4
<PAGE>
13. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
"Company" "Optionee"
TINSLEY LABORATORIES, INC.
By: /s/ Robert J. Aronno /s/ Daniel J. Duckhorn
--------------------------- -----------------------------
Its: President Daniel J. Duckhorn
-----------------------
5
<PAGE>
NONQUALIFIED STOCK OPTION AGREEMENT NQSO-013
THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and
entered into on July 3, 1995, by and between TINSLEY LABORATORIES, INC., a
California corporation ("Company"), and STEPHEN E. GLOBUS ("Optionee").
1. GRANT OF OPTION. The Company hereby irrevocably grants to the
Optionee, on the terms and subject to the conditions set forth in this
Agreement, the right and option ("Option") to purchase all or any part of an
aggregate of 5,000 shares ("Option Shares") of the Company's common stock, such
number being subject to adjustment as provided in Section 8 hereof. It is
understood by the parties hereto that the Option is not intended to qualify as
an "incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of
the Company or a parent or a subsidiary of the Company, it is further understood
by the parties hereto that the Option has been granted as a matter of separate
inducement and agreement in connection with the employment of the Optionee and
is not in lieu of any salary or other compensation for the Optionee's services.
2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall
be $7.00 per share. The exercise price shall be paid in full as provided in
Section 9 hereof.
3. TERM OF OPTION. The term of the Option shall be for a period of five
(5) years from the date hereof, subject to earlier termination as provided in
Section 7 hereof.
4. EXERCISABILITY OF OPTION.
(a) Subject to the provisions of Section 4(b) hereof, the Option
shall be exercisable as to all of the Option Shares throughout the term hereof.
(b) The Company's grant of the Option is based upon the assumption
that the Optionee's exercise of the Option and the Company's issuance of the
Option Shares as a result of such exercise will be exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act"). In the
event that the Company's assumption is erroneous, the Option may not be
exercised unless and until a registration statement under the Securities Act
relating to the Option Shares shall be in effect, or unless and until the
issuance of the Option Shares upon the exercise of the Option shall be exempt
from registration under the Securities Act, in either of which events the
term of the Option shall be deemed to have been automatically extended
through and including a period of ninety (90) days from and after the date
that such registration statement under the Securities Act relating to the
Option Shares first becomes effective or the date that the issuance of the
1
<PAGE>
Option Shares upon the exercise of the Option first becomes exempt from
registration under the Securities Act, as the case may be. In this regard,
the Company shall use its best efforts to either register the Option Shares
in accordance with the registration requirements of the Securities Act or to
comply with any exemption therefrom with regard to the issuance of the Option
Shares. The Company shall promptly notify Optionee of any automatic
extension in the term of the Option in the event the foregoing provisions
become applicable. In all events, the Optionee shall give a written
representation satisfactory to legal counsel to the Company upon his exercise
of the Option that he is acquiring the Option Shares for investment purposes
and not with a view to, or for resale in connection with, the distribution of
any Option Shares or other securities of the Company.
5. LIMITATION ON OPTIONEE'S RIGHTS.
(a) The Optionee shall not have any of the rights of a shareholder of
the Company with respect to the Option Shares except to the extent that one or
more certificates for the Option Shares shall be delivered to him upon the due
exercise of the Option.
(b) If Optionee is an employee of the Company or a parent or a
subsidiary of the Company, nothing contained in this Agreement shall confer upon
the Optionee any right with respect to the continuation of his employment by the
Company or a parent or a subsidiary of the Company or interfere in any way with
the right of the Company or a parent or a subsidiary of the Company (subject to
the terms of any separate employment agreement to the contrary) to terminate his
employment at any time or to increase or decrease the compensation payable to
the Optionee.
6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution, and
the Option may be exercised during the lifetime of the Optionee only by him.
More particularly, but without limiting the generality of the foregoing, the
Option may not be assigned, transferred (except upon the death of the Optionee),
pledged or hypothecated in any way, shall not be assignable by operation of law
and shall not be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the Option contrary to the provisions hereof, and the levy of any execution,
attachment or similar process upon the Option, shall be null and void and
without effect.
7. TERMINATION OF OPTION UPON COMPANY'S ACQUISITION. In the event that
the Company is involved in a merger, consolidation or other combination with one
or more other corporations in which the Company is not the surviving corporation
or in the event that the Company is liquidated and dissolved following the
Company's sale of all, or substantially all, of its operating assets and
goodwill to another corporation, the Option shall terminate as of the effective
date of such merger, consolidation or other combination
2
<PAGE>
or as of the effective date of such sale of this corporation's operating
assets and goodwill, as the case may be, to the extent that the Option has
not theretofore been exercised by the Optionee and/or is not agreed to be
assumed by, or replaced by equivalent options granted by, the surviving
corporation in such merger, consolidation or other combination or the
purchasing corporation in such sale of this corporation's operating assets
and goodwill.
8. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of common stock of the Company are changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of merger, consolidation, combination,
reorganization, recapitalization, reclassification, combination of shares, stock
dividend, stock split or reverse stock split, the rights of the Optionee shall
be appropriately adjusted both as to the number of shares and the Option
exercise price.
9. METHOD OF EXERCISING OPTION.
(a) Subject to the terms and conditions of this Agreement, the Option
may be exercised by written notice ("Exercise Notice") from the Optionee or
other person entitled to exercise the Option delivered to the Company stating
the election to exercise the Option and the number of the Option Shares in
respect of which it is being exercised, and shall be signed and dated by the
person or persons so exercising the Option. The Exercise Notice shall be
accompanied by the full exercise price for the Option Shares in respect of which
the Option is being exercised. In the event the Option shall be exercised by
any person or persons other than the Optionee, the Exercise Notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise the Option.
(b) Payment of the exercise price shall be made by the delivery of a
bank cashier's check, personal check or the equivalent thereof payable to the
order of the Company, by the delivery of shares of the Company's common stock
duly endorsed in favor of the Company or accompanied by a duly executed stock
power in favor of the Company or by a combination of the foregoing. If shares
of the Company's common stock are delivered in full or partial payment of the
aggregate exercise price, such shares shall be valued at the average of the per
share closing bid and asked prices for shares of the Company's common stock in
the over-the-counter market on the date immediately preceding the date the
Exercise Notice is dated or, in the absence of any reported sales on such date,
the first preceding date on which there were such sales.
(c) The certificate or certificates for the Option Shares in respect
of which the Option shall have been exercised shall be registered in the name of
the person or persons exercising the Option, or, if the Option is exercised by
the Optionee and if the Optionee shall so request in the Exercise Notice, shall
be registered in the name of the
3
<PAGE>
Optionee and another person jointly, with right of survivorship, and shall be
delivered as provided above to or upon the written order of the person or
persons exercising the Option.
All of the Option Shares purchased upon the exercise of the Option as provided
herein shall, when issued, be fully paid and nonassessable.
10. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times
during the term of the Option reserve and keep available or otherwise have
authorized such number of shares of the Company's common stock as will be
sufficient to satisfy the requirements of this Agreement, shall pay all fees and
expenses necessarily incurred by the Company in connection therewith, and shall
from time to time use its best efforts to comply with all laws and regulations
which, in the opinion of legal counsel to the Company, shall be applicable
thereto.
11. NOTICES. All notices, requests, demands and other communications
called for or contemplated hereunder shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
certified or registered mail, postage prepaid, addressed to the following
parties or their successors in interest at the following addresses, or at such
other addresses as the parties may designate by written notice in the manner
aforesaid:
If to the Company: Tinsley Laboratories, Inc.
3900 Lakeside Drive
Richmond, CA 94802
Attn: President
If to Optionee: 44 West 24th Street
New York, NY 10010
12. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability
contained in Section 6 hereof, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the Company's successors in interest
and assigns, and the Optionee's permitted successors in interest.
4
<PAGE>
13. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
"Company" "Optionee"
TINSLEY LABORATORIES, INC.
By: /s/ Robert J. Aronno /s/ Stephen E. Globus
--------------------------- -----------------------------
Its: President Stephen E. Globus
-----------------------
5
<PAGE>
NONQUALIFIED STOCK OPTION AGREEMENT NQSO-014
THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered
into on July 3, 1995, by and between TINSLEY LABORATORIES, INC., a California
corporation ("Company"), and STEVEN E. MANIOS ("Optionee").
1. GRANT OF OPTION. The Company hereby irrevocably grants to the
Optionee, on the terms and subject to the conditions set forth in this
Agreement, the right and option ("Option") to purchase all or any part of an
aggregate of 5,000 shares ("Option Shares") of the Company's common stock, such
number being subject to adjustment as provided in Section 8 hereof. It is
understood by the parties hereto that the Option is not intended to qualify as
an "incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of
the Company or a parent or a subsidiary of the Company, it is further understood
by the parties hereto that the Option has been granted as a matter of separate
inducement and agreement in connection with the employment of the Optionee and
is not in lieu of any salary or other compensation for the Optionee's services.
2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall
be $7.00 per share. The exercise price shall be paid in full as provided in
Section 9 hereof.
3. TERM OF OPTION. The term of the Option shall be for a period of five
(5) years from the date hereof, subject to earlier termination as provided in
Section 7 hereof.
4. EXERCISABILITY OF OPTION.
(a) Subject to the provisions of Section 4(b) hereof, the Option
shall be exercisable as to all of the Option Shares throughout the term hereof.
(b) The Company's grant of the Option is based upon the assumption
that the Optionee's exercise of the Option and the Company's issuance of the
Option Shares as a result of such exercise will be exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act"). In the
event that the Company's assumption is erroneous, the Option may not be
exercised unless and until a registration statement under the Securities Act
relating to the Option Shares shall be in effect, or unless and until the
issuance of the Option Shares upon the exercise of the Option shall be exempt
from registration under the Securities Act, in either of which events the
term of the Option shall be deemed to have been automatically extended
through and including a period of ninety (90) days from and after the date
that such registration statement under the Securities Act relating to the
Option Shares first becomes effective or the date that the issuance of the
1
<PAGE>
Option Shares upon the exercise of the Option first becomes exempt from
registration under the Securities Act, as the case may be. In this regard,
the Company shall use its best efforts to either register the Option Shares
in accordance with the registration requirements of the Securities Act or to
comply with any exemption therefrom with regard to the issuance of the Option
Shares. The Company shall promptly notify Optionee of any automatic
extension in the term of the Option in the event the foregoing provisions
become applicable. In all events, the Optionee shall give a written
representation satisfactory to legal counsel to the Company upon his exercise
of the Option that he is acquiring the Option Shares for investment purposes
and not with a view to, or for resale in connection with, the distribution of
any Option Shares or other securities of the Company.
5. LIMITATION ON OPTIONEE'S RIGHTS.
(a) The Optionee shall not have any of the rights of a shareholder of
the Company with respect to the Option Shares except to the extent that one or
more certificates for the Option Shares shall be delivered to him upon the due
exercise of the Option.
(b) If Optionee is an employee of the Company or a parent or a
subsidiary of the Company, nothing contained in this Agreement shall confer upon
the Optionee any right with respect to the continuation of his employment by the
Company or a parent or a subsidiary of the Company or interfere in any way with
the right of the Company or a parent or a subsidiary of the Company (subject to
the terms of any separate employment agreement to the contrary) to terminate his
employment at any time or to increase or decrease the compensation payable to
the Optionee.
6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution, and
the Option may be exercised during the lifetime of the Optionee only by him.
More particularly, but without limiting the generality of the foregoing, the
Option may not be assigned, transferred (except upon the death of the Optionee),
pledged or hypothecated in any way, shall not be assignable by operation of law
and shall not be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the Option contrary to the provisions hereof, and the levy of any execution,
attachment or similar process upon the Option, shall be null and void and
without effect.
7. TERMINATION OF OPTION UPON COMPANY'S ACQUISITION. In the event that
the Company is involved in a merger, consolidation or other combination with one
or more other corporations in which the Company is not the surviving corporation
or in the event that the Company is liquidated and dissolved following the
Company's sale of all, or substantially all, of its operating assets and
goodwill to another corporation, the Option shall terminate as of the effective
date of such merger, consolidation or other combination
2
<PAGE>
or as of the effective date of such sale of this corporation's operating
assets and goodwill, as the case may be, to the extent that the Option has
not theretofore been exercised by the Optionee and/or is not agreed to be
assumed by, or replaced by equivalent options granted by, the surviving
corporation in such merger, consolidation or other combination or the
purchasing corporation in such sale of this corporation's operating assets
and goodwill.
8. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of common stock of the Company are changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of merger, consolidation, combination,
reorganization, recapitalization, reclassification, combination of shares, stock
dividend, stock split or reverse stock split, the rights of the Optionee shall
be appropriately adjusted both as to the number of shares and the Option
exercise price.
9. METHOD OF EXERCISING OPTION.
(a) Subject to the terms and conditions of this Agreement, the Option
may be exercised by written notice ("Exercise Notice") from the Optionee or
other person entitled to exercise the Option delivered to the Company stating
the election to exercise the Option and the number of the Option Shares in
respect of which it is being exercised, and shall be signed and dated by the
person or persons so exercising the Option. The Exercise Notice shall be
accompanied by the full exercise price for the Option Shares in respect of which
the Option is being exercised. In the event the Option shall be exercised by
any person or persons other than the Optionee, the Exercise Notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise the Option.
(b) Payment of the exercise price shall be made by the delivery of a
bank cashier's check, personal check or the equivalent thereof payable to the
order of the Company, by the delivery of shares of the Company's common stock
duly endorsed in favor of the Company or accompanied by a duly executed stock
power in favor of the Company or by a combination of the foregoing. If shares
of the Company's common stock are delivered in full or partial payment of the
aggregate exercise price, such shares shall be valued at the average of the per
share closing bid and asked prices for shares of the Company's common stock in
the over-the-counter market on the date immediately preceding the date the
Exercise Notice is dated or, in the absence of any reported sales on such date,
the first preceding date on which there were such sales.
(c) The certificate or certificates for the Option Shares in respect
of which the Option shall have been exercised shall be registered in the name of
the person or persons exercising the Option, or, if the Option is exercised by
the Optionee and if the Optionee shall so request in the Exercise Notice, shall
be registered in the name of the
3
<PAGE>
Optionee and another person jointly, with right of survivorship, and shall be
delivered as provided above to or upon the written order of the person or
persons exercising the Option.
All of the Option Shares purchased upon the exercise of the Option as provided
herein shall, when issued, be fully paid and nonassessable.
10. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times
during the term of the Option reserve and keep available or otherwise have
authorized such number of shares of the Company's common stock as will be
sufficient to satisfy the requirements of this Agreement, shall pay all fees and
expenses necessarily incurred by the Company in connection therewith, and shall
from time to time use its best efforts to comply with all laws and regulations
which, in the opinion of legal counsel to the Company, shall be applicable
thereto.
11. NOTICES. All notices, requests, demands and other communications
called for or contemplated hereunder shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
certified or registered mail, postage prepaid, addressed to the following
parties or their successors in interest at the following addresses, or at such
other addresses as the parties may designate by written notice in the manner
aforesaid:
If to the Company: Tinsley Laboratories, Inc.
3900 Lakeside Drive
Richmond, CA 94802
Attn: President
If to Optionee: 11260 Etiwanda Avenue
Northridge, CA 91326
12. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability
contained in Section 6 hereof, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the Company's successors in interest
and assigns, and the Optionee's permitted successors in interest.
4
<PAGE>
13. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
"Company" "Optionee"
TINSLEY LABORATORIES, INC.
By: /s/ Robert J. Aronno /s/ Steven E. Manios
--------------------------- -----------------------------
Its: President Steven E. Manios
-----------------------
5
<PAGE>
NONQUALIFIED STOCK OPTION AGREEMENT NQSO-015
THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered
into on July 3, 1995, by and between TINSLEY LABORATORIES, INC., a California
corporation ("Company"), and JOHN KINCADE ("Optionee").
1. GRANT OF OPTION. The Company hereby irrevocably grants to the
Optionee, on the terms and subject to the conditions set forth in this
Agreement, the right and option ("Option") to purchase all or any part of an
aggregate of 5,000 shares ("Option Shares") of the Company's common stock, such
number being subject to adjustment as provided in Section 8 hereof. It is
understood by the parties hereto that the Option is not intended to qualify as
an "incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of
the Company or a parent or a subsidiary of the Company, it is further understood
by the parties hereto that the Option has been granted as a matter of separate
inducement and agreement in connection with the employment of the Optionee and
is not in lieu of any salary or other compensation for the Optionee's services.
2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall
be $7.00 per share. The exercise price shall be paid in full as provided in
Section 9 hereof.
3. TERM OF OPTION. The term of the Option shall be for a period of five
(5) years from the date hereof, subject to earlier termination as provided in
Sections 7 hereof.
4. EXERCISABILITY OF OPTION.
(a) Subject to the provisions of Section 4(b) hereof, the Option
shall be exercisable in accordance with the following schedule:
Percentage of Option
Date Shares Purchasable
---- --------------------
On or after July 3, 1995 20%
On or after July 3, 1996 40%
On or after July 3, 1997 60%
On or after July 3, 1998 80%
On or after July 3, 1999 100%
The Optionee's right to exercise the Option shall be cumulative as to the Option
Shares covered thereby.
1
<PAGE>
(b) The Company's grant of the Option is based upon the assumption
that the Optionee's exercise of the Option and the Company's issuance of the
Option Shares as a result of such exercise will be exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act"). In the
event that the Company's assumption is erroneous, the Option may not be
exercised unless and until a registration statement under the Securities Act
relating to the Option Shares shall be in effect, or unless and until the
issuance of the Option Shares upon the exercise of the Option shall be exempt
from registration under the Securities Act, in either of which events the term
of the Option shall be deemed to have been automatically extended through and
including a period of ninety (90) days from and after the date that such
registration statement under the Securities Act relating to the Option Shares
first becomes effective or the date that the issuance of the Option Shares upon
the exercise of the Option first becomes exempt from registration under the
Securities Act, as the case may be. In this regard, the Company shall use its
best efforts to either register the Option Shares in accordance with the
registration requirements of the Securities Act or to comply with any exemption
therefrom with regard to the issuance of the Option Shares. The Company shall
promptly notify Optionee of any automatic extension in the term of the Option in
the event the foregoing provisions become applicable. In all events, the
Optionee shall give a written representation satisfactory to legal counsel to
the Company upon his exercise of the Option that he is acquiring the Option
Shares for investment purposes and not with a view to, or for resale in
connection with, the distribution of any Option Shares or other securities of
the Company.
5. LIMITATION ON OPTIONEE'S RIGHTS.
(a) The Optionee shall not have any of the rights of a shareholder of
the Company with respect to the Option Shares except to the extent that one or
more certificates for the Option Shares shall be delivered to him upon the due
exercise of the Option.
(b) If Optionee is an employee of the Company or a parent or a
subsidiary of the Company, nothing contained in this Agreement shall confer upon
the Optionee any right with respect to the continuation of his employment by the
Company or a parent or a subsidiary of the Company or interfere in any way with
the right of the Company or a parent or a subsidiary of the Company (subject to
the terms of any separate employment agreement to the contrary) to terminate his
employment at any time or to increase or decrease the compensation payable to
the Optionee.
6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution, and
the Option may be exercised during the lifetime of the Optionee only by him.
More particularly, but without limiting the generality of the foregoing, the
Option may not be assigned, transferred (except upon the death of the Optionee),
pledged or hypothecated in any way, shall not be
2
<PAGE>
assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the provisions
hereof, and the levy of any execution, attachment or similar process upon the
Option, shall be null and void and without effect.
7. TERMINATION OF OPTION UPON COMPANY'S ACQUISITION. In the event that
the Company is involved in a merger, consolidation or other combination with one
or more other corporations in which the Company is not the surviving corporation
or in the event that the Company is liquidated and dissolved following the
Company's sale of all, or substantially all, of its operating assets and
goodwill to another corporation, the Option shall terminate as of the effective
date of such merger, consolidation or other combination or as of the effective
date of such sale of this corporation's operating assets and goodwill, as the
case may be, to the extent that the Option has not theretofore been exercised
by the Optionee and/or is not agreed to be assumed by, or replaced by equivalent
options granted by, the surviving corporation in such merger, consolidation or
other combination or the purchasing corporation in such sale of this
corporation's operating assets and goodwill.
8. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of common stock of the Company are changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of merger, consolidation, combination,
reorganization, recapitalization, reclassification, combination of shares, stock
dividend, stock split or reverse stock split, the rights of the Optionee shall
be appropriately adjusted both as to the number of shares and the Option
exercise price.
9. METHOD OF EXERCISING OPTION.
(a) Subject to the terms and conditions of this Agreement, the Option
may be exercised by written notice ("Exercise Notice") from the Optionee or
other person entitled to exercise the Option delivered to the Company stating
the election to exercise the Option and the number of the Option Shares in
respect of which it is being exercised, and shall be signed and dated by the
person or persons so exercising the Option. The Exercise Notice shall be
accompanied by the full exercise price for the Option Shares in respect of which
the Option is being exercised. In the event the Option shall be exercised by
any person or persons other than the Optionee, the Exercise Notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise the Option.
(b) Payment of the exercise price shall be made by the delivery of a
bank cashier's check, personal check or the equivalent thereof payable to the
order of the Company, by the delivery of shares of the Company's common stock
duly endorsed in favor of the Company or accompanied by a duly executed stock
power in favor of the
3
<PAGE>
Company or by a combination of the foregoing. If shares of the Company's
common stock are delivered in full or partial payment of the aggregate
exercise price, such shares shall be valued at the average of the per share
closing bid and asked prices for shares of the Company's common stock in the
over-the-counter market on the date immediately preceding the date the
Exercise Notice is dated or, in the absence of any reported sales on such
date, the first preceding date on which there were such sales.
(c) The certificate or certificates for the Option Shares in respect
of which the Option shall have been exercised shall be registered in the name of
the person or persons exercising the Option, or, if the Option is exercised by
the Optionee and if the Optionee shall so request in the Exercise Notice, shall
be registered in the name of the Optionee and another person jointly, with right
of survivorship, and shall be delivered as provided above to or upon the written
order of the person or persons exercising the Option.
All of the Option Shares purchased upon the exercise of the Option as provided
herein shall, when issued, be fully paid and nonassessable.
10. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times
during the term of the Option reserve and keep available or otherwise have
authorized such number of shares of the Company's common stock as will be
sufficient to satisfy the requirements of this Agreement, shall pay all fees and
expenses necessarily incurred by the Company in connection therewith, and shall
from time to time use its best efforts to comply with all laws and regulations
which, in the opinion of legal counsel to the Company, shall be applicable
thereto.
11. NOTICES. All notices, requests, demands and other communications
called for or contemplated hereunder shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
certified or registered mail, postage prepaid, addressed to the following
parties or their successors in interest at the following addresses, or at such
other addresses as the parties may designate by written notice in the manner
aforesaid:
If to the Company: Tinsley Laboratories, Inc.
3900 Lakeside Drive
Richmond, CA 94802
Attn: President
If to Optionee: (See address below)
12. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability
contained in Section 6 hereof, this Agreement shall be binding upon and shall
inure to the
4
<PAGE>
benefit of the parties hereto, the Company's successors in interest and
assigns, and the Optionee's permitted successors in interest.
13. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
"Company" "Optionee"
TINSLEY LABORATORIES, INC.
By: /s/ Robert J. Aronno /s/ John Kincade
--------------------------- -----------------------------
Its: President John Kincade
-----------------------
-----------------------------
Number and Street
-----------------------------
City, State and Zip Code
5
<PAGE>
EXHIBIT 5.1
January 7, 1998
Silicon Valley Group, Inc.
101 Metro Drive
San Jose, CA 95110
Re: 220,372 Shares of Common Stock of Silicon Valley Group, Inc. Offered
pursuant to stock plan and option agreements assumed in connection with
the acquisition of Tinsley Laboratories, Inc.
Ladies and Gentlemen:
We have examined the proceedings taken and the instruments executed in
connection with the reservation for issuance and authorization of the sale
and issuance from time to time by Silicon Valley Group, Inc. (the "Company")
of not in excess of 220,372 shares of the Company's Common Stock (the
"Shares") in connection with the acquisition of Tinsley Laboratories, Inc.
("TLI") by the Company and the assumption by the Company of outstanding
options to purchase TLI's Common Stock originally issued pursuant to TLI's
1993 Incentive Stock Option Plan (the "Plan") and various Nonqualified Stock
Option Agreements (the "Agreements"). The Shares are the subject of a
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, which is being filed with the Securities and Exchange Commission and
to which this opinion is to be attached as an exhibit.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Plan or the
Agreements, and upon completion of the actions being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares will be legally and validly
issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
Wilson, Sonsini, Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration
Statement of Silicon Valley Group, Inc. on Form S-8 of our reports dated
October 27, 1997, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Silicon Valley Group, Inc. for the year ended
September 30, 1997.
DELOITTE & TOUCHE LLP
San Jose, California
January 6, 1998
