Registration Statement Consists of 10 pages.
The Exhibit Index appears on page 7.
Registration No. 33-_________
As filed with the Securities and Exchange Commission on September 21, 1995.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
OAK INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-1569000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1000 WINTER STREET, WALTHAM, MASSACHUSETTS 02154
(Address of Principal Executive Offices)
Lasertron, Inc.
1982 Incentive Stock Option Plan
and
1992 Stock Option Plan
(Full title of the Plans)
------------------------
MELA LEW
Senior Counsel and Assistant Secretary
Oak Industries Inc.
1000 Winter Street
Waltham, MA 02154
(Name and address of agent for service)
(617) 890-0400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock 356,205 $14.07 $5,011,804.35 $1,728.22
$.01 par value shares
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<FN>
(1) These shares are issuable upon the exercise of outstanding options
with fixed exercise prices, which options were granted under the 1982
Incentive Stock Option Plan and the 1992 Stock Option Plan (collectively,
the "Plans") of Lasertron, Inc. ("Lasertron"), a wholly-owned subsidiary of
the Registrant. Upon the acquisition of all of the capital stock of
Lasertron on September 6, 1995 (the "Closing Date"), the Registrant assumed
each of the Plans and the outstanding stock options granted thereunder.
Pursuant to the Stock Purchase Agreement dated as of August 28, 1995 among
the Registrant, Lasertron and the Stockholders listed on Exhibit I thereto,
each Lasertron stock option as of the Closing Date became exercisable (when
vested) for that number of whole shares of Registrant's common stock, $.01
par value per share (the "Common Stock") equal to the product of the number
of shares of Lasertron common stock that were issuable upon exercise of
such option immediately prior to the Closing Date multiplied by 2.48832,
rounded to the nearest whole number of shares of Registrant's Common Stock,
and the per share exercise price for the shares of Registrant's Common
Stock issuable upon exercise of such assumed option became equal to the
quotient determined by dividing the exercise price per share of Lasertron
Common Stock at which such option was exercisable immediately prior to the
Closing Date by 2.48832, rounded to the nearest whole cent. Pursuant to
Rule 457(h)(1), the aggregate offering price and the fee have been computed
upon the basis of the price at which the options may be exercised.
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
this Form S-8 and the statement of availability of Registrant information,
and other information required by Item 2 of this Form will be sent or given
to employees as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Act"). In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. Oak Industries Inc. (the "Company" or the
"Registrant") shall maintain a file of such documents in accordance with
the provisions of Rule 428. Upon request, the Registrant shall furnish to
the Commission or its staff a copy of any or all of the documents included
in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Oak Industries Inc. hereby incorporates by reference the documents
listed in (a) and (b) below, which have previously been filed with the
Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(b) The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1995 and June 30, 1995 and the Company's Form 8-K as filed with
the Commission on September 14, 1995.
(c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission under the
Securities Exchange Act of 1934, as amended, on December 8, 1986.
In addition, all documents subsequently filed with the Commission by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder 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 a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of
such corporation, or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation or
enterprise. A corporation may indemnify such person against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation to procure a judgment in its favor under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses (including attorneys' fees) which
he actually and reasonably incurred in connection therewith. The
indemnification provided is not deemed to be exclusive of any other rights
to which an officer or director may be entitled under any corporation's by-
laws, agreement, vote or otherwise.
In accordance with Section 145 of the Delaware General Corporation Law,
the Restated Certificate of Incorporation, as amended, of the Company
contains the following provisions with respect to indemnification of
directors, officers, employees or agents of the Company and with respect to
limitations on the personal liability of directors of the Company:
"TWELFTH: The Corporation shall, to the fullest extent to which it is
empowered to do so by the General Corporation Law of Delaware, or any other
applicable laws, as from time to time in effect, indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Corporation or a division thereof, or is or was
serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding.
The provisions of this Article shall be deemed to be a contract between
the Corporation and each director or officer who serves in any such
capacity at any time while this Article and the relevant provisions of the
General Corporation Law of Delaware or other applicable law, if any, are in
effect, and any repeal or modification of any such law shall not affect any
rights or obligations then existing with respect to any state of facts then
or theretofore existing or any action, suit or proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such
state of facts.
Persons who are not covered by the foregoing provisions of this Article
and who are or were employees or agents of the Corporation or a division
thereof, or are or were serving at the request of the Corporation as
employees or agents of another corporation, partnership, joint venture,
trust or other enterprise, may be indemnified to the extent authorized at
any time or from time to time by the Board of Directors of the Corporation.
The indemnification provided or permitted by this Article shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled by law or otherwise, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
Article.
THIRTEENTH: A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived any improper personal benefit. If the
Delaware General Corporation Law is amended after approval by the
stockholders of this Article to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited
to the fullest extent permitted by the Delaware General Corporation Law, as
so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification."
In addition to restating the language of ARTICLE TWELFTH of the
Company's Restated Certificate of Incorporation, as amended, the Company's
by-laws provide that the Company may, although it is not so required,
indemnify any person by reason of the fact that such person is or was a
director, officer, employee or agent of a constituent corporation absorbed
in a consolidation or merger in which the corporation was the resulting or
surviving corporation.
The Company has an insurance policy that insures the Company's directors
and officers against certain liabilities which may be incurred in
connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM. 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
EXHIBIT
5.1 Opinion of Ropes & Gray as to the legality of the securities
being registered
10.1 Lasertron, Inc. 1982 Incentive Stock Option Plan
10.2 Lasertron, Inc. 1992 Stock Option Plan
10.3 Form of Incentive Stock Option pursuant to the Lasertron, Inc.
1982 Incentive Stock Option Plan
10.4 Form of Non-Statutory Stock Option pursuant to the Lasertron,
Inc. 1992 Stock Option Plan
10.5 Form of Incentive Stock Option pursuant to the Lasertron, Inc.
1992 Stock Option Plan
23.1 Consent of Counsel (included in Exhibit 5.1 hereto)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney (included in Part II of this Registration
Statement)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
PROVIDED, HOWEVER, that paragraphs a(1)(i) and a(1)(ii) herein do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-
3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on this 21st day of September, 1995.
OAK INDUSTRIES INC.
By: /s/ COLEMAN S. HICKS
Coleman S. Hicks
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints Mela
Lew as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments, or post-effective amendments to
this Registration Statement and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-
in-fact and agent or her substitute, may lawfully do or cause to be done by
virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C>
<S>
WILLIAM S. ANTLE III Director, President and September 21,1995
/S/(WILLIAM S. ANTLE III) Chief Executive Officer
(Principal Executive Officer
/S/ THOMAS F. SHEEHAN Vice President September 21, 1995
(THOMAS F. SHEEHAN) Controller
(Principal Financial Officer)
/S/ THE LORD STEVENS OF LUDGATE Director September 21, 1995
(THE LORD STEVENS OF LUDGATE)
/S/ RODERICK M. HILLS Director September 21, 1995
(RODERICK M. HILLS)
/S/ DANIEL W. DERBES Director September 21, 1995
(DANIEL W. DERBES)
/S/ GEORGE W. LEISZ Director September 21, 1995
(GEORGE W. LEISZ)
/S/ GILBERT E. MATTHEWS Director September 21, 1995
(GILBERT E. MATTHEWS)
/S/ CHRISTOPHER H.B. MILLS Director September 21, 1995
(CHRISTOPHER H.B. MILLS)
Director September __, 1995
(ELLIOT L. RICHARDSON)
</TABLE>
OAK INDUSTRIES INC.
1000 Winter Street
Waltham, MA 02154
September 21, 1995
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8 in connection with the assumption
by Oak Industries Inc. of Lasertron, Inc.'s 1982 Incentive Stock
Option Plan and 1992 Stock Option Plan
Ladies and Gentlemen:
On behalf of Oak Industries Inc. (the "Company"), being submitted herewith
for filing pursuant to the Securities Act of 1933, as amended, please find
one copy of a Registration Statement on Form S-8, including all exhibits
thereto. The Company caused the filing fee in the aggregate amount of
$1,728.22 to be wire transferred to the Securities and Exchange
Commission's account at the Mellon Bank in Pittsburgh earlier today,
September 21, 1995.
Please do not hesitate to telephone the undersigned collect at (617) 890-
0400 for any further information.
Very truly yours,
Mela Lew
Senior Counsel
EXHIBIT 5.1
September 21, 1995
Oak Industries Inc.
Bay Colony Corporate Center
1000 Winter Street
Waltham, MA 02154
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We are furnishing this opinion in connection with your Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), covering, among other things, 356,205
shares of your Common Stock, $.01 par value (the "Plan Shares"), to be
registered for offering in connection with your assumption of the
Lasertron, Inc.1982 Incentive Stock Option Plan and the 1992 Stock Option
Plan (collectively, the "Plans").
We have examined and relied upon:
(a) Copies of your Certificate of Incorporation and By-Laws, as
amended to date;
(b) A copy of said Registration Statement in the form to be filed with
the Commission together with the exhibits thereto; and
(c) Such other documents and records as we have deemed necessary for
purposes of this opinion.
We assume that you will take all steps necessary to comply with the Act
and applicable state laws in connection with the offering and sale of the
Plan Shares.
Based upon the foregoing, we are of the opinion that the Plan Shares
have been duly authorized and, upon their issuance and sale against receipt
of the agreed consideration therefor in accordance with the terms and
provisions of the Plans, the Plan Shares will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion with and as part of said
Registration Statement on Form S-8.
Very truly yours,
Ropes & Gray
EXHIBIT 10.1
LASERTRON, INC.
1982 INCENTIVE STOCK OPTION PLAN
As Amended September 6, 1995
1. PURPOSE OF THE PLAN.
This 1982 Incentive Stock Option Plan (the "Plan") of Lasertron, Inc.
(the "Company") is designed to provide additional incentive to present and
future executives and key employees of the Company and of its subsidiaries
by affording them an opportunity to acquire or increase their proprietary
interest in the Company through the acquisition of shares of its common
stock. By encouraging stock ownership by such executives and key
employees, the Company seeks to attract and retain in its employ persons of
exceptional competence and seeks to furnish an added incentive for them to
increase their efforts on behalf of the Company.
2. ADMINISTRATION.
The Plan shall be administered by a stock option committee ("Committee")
consisting of at least two (2) directors of the Company. The Committee
shall be appointed from time to time by the Board of Directors of the
Company. All questions of interpretation and application of the Plan, of
options granted hereunder (the "Options"), and of the value of shares of
Common Stock subject to an Option, shall be subject to the determination,
which shall be final and binding, of a majority of the Committee.
3. OPTION SHARES.
The stock subject to the Options and other provisions of the Plan shall
be shares of the Company's Common Stock, $.01 par value (the "Common
Stock"). The total amount of the Common Stock with respect to which
Options may be granted shall not exceed in the aggregate 2,500 shares;
provided, that the class and aggregate number of shares which may be
subject to Options granted hereunder shall be subject to adjustment in
accordance with the provisions of paragraph 16 hereof. Such shares may be
treasury shares or authorized but unissued shares.
In the event that any outstanding Option for any reason shall expire or
terminate prior to exercise, the shares of Common Stock allocable to the
unexercised portion of such Option may again be subject to an Option under
the Plan.
4. AUTHORITY TO GRANT OPTIONS.
The Committee may grant Options from time to time to such eligible
employees of the Company as it shall determine; provided, however, that
options granted to any person who is a member of the Committee at the time
of such grant shall be approved by a majority of the members of the Board
of Directors. Subject only to any applicable limitations set forth in the
Plan, the number of shares of Common Stock to be covered by any Option
shall be as determined by the Committee.
5. LIMITATION ON AMOUNT OF OPTIONS WHICH MAY BE GRANTED TO ANY EMPLOYEE.
The aggregate fair market value (determined as of the time the option is
granted) of the Common Stock for which any employee may be granted options
in any calendar year under the Plan and any other plans of the Company or
any parent or subsidiary of the Company for the issue of "incentive stock
options" as defined in Section 422A of the Internal Revenue Code of 1954
shall not exceed $100,000 plus any unused limit carryover to such year
permitted by Section 422A.
6. ELIGIBILITY.
The individuals who shall be eligible to participate in the Plan shall be
such key employees of the Company, or of any subsidiary corporation, as the
Committee shall determine from time to time.
No option shall be granted to an individual who, at the time the option
is granted, owns (including ownership attributed pursuant to Section 425 of
the Internal Revenue Code of 1954) more than ten percent (10 percent) of
the total combined voting power of all classes of stock of the Company or
any subsidiary or parent (a "greater-than ten percent stockholder");
notwithstanding the above, a "greater-than ten percent stockholder" may be
granted an option provided that the purchase price per share shall not be
less than one hundred ten percent (110 percent) of the fair market value of
the stock at the time such option is granted, and further provided that no
such option shall be exercisable to any extent after the expiration of five
(5) years from the date it is granted.
Except as otherwise provided, for all purposes of the Plan the term
"subsidiary corporation" shall mean any corporation of which 50 percent or
more of its outstanding voting stock is at the time owned by the Company or
by one or more subsidiaries or by the Company and one or more subsidiaries.
7. OPTION PRICE.
The price at which shares may be purchased pursuant to Options shall be
specified by the Committee at the time the Option is granted, and shall not
be less than one hundred percent (100 percent) (one hundred and ten percent
(110 percent) in the case of a "greater-than ten percent stockholder") of
the fair market value of the shares of Common Stock on the date the Option
is granted, such fair market value to be determined in accordance with
procedures to be established by the Committee.
8. DURATION OF OPTIONS.
The Committee in its discretion may provide that an Option shall be
exercisable during any specified period of time from the date such Option
is granted not exceeding ten (10) years (five year in the case of a
"greater-than ten percent stockholder") from the date of grant.
Notwithstanding the foregoing, an option granted to an individual under
the Plan (the "new option") shall not be exercisable while there is
outstanding (within the meaning of Section 422A(c)(7) of the Internal
Revenue Code) any incentive stock option which was granted to such
individual prior to the grant of the new option, to purchase stock in his
employer corporation or in a corporation which (at the time of the granting
of the new option) is a parent or subsidiary corporation of the employer
corporation, or is a predecessor corporation of any of such corporations.
9. AMOUNT EXERCISABLE.
Each Option may be exercised, so long as it is valid and outstanding,
from time to time in part or as a whole, subject to any limitations with
respect to the number of shares for which the Option may be exercised at a
particular time and to such other conditions as the Committee in its
discretion may specify upon granting the Option.
10. EXERCISE OF OPTIONS.
Options shall be exercised by the delivery of written notice to the
Company setting forth the number of shares with respect to which the Option
is to be exercised, together with (a) cash, certified check, bank draft or
postal or express money order payable to the order of the Company for an
amount equal to the option price of such shares, or (b) with the consent of
the Company, shares of Common Stock of the Company having a fair market
value equal to the option price of such shares and that have been held by
the Option holder for a period of at least sixty days, or (c) with the
consent of the Company, a combination of (a) and (b), and specifying the
address to which the certificates for such shares are to be mailed. For
the purpose of the preceding sentence, the fair market value of the shares
of Common Stock so delivered to the Company shall be the mean of the high
and low prices at which the Company's Common Stock was traded on the over
the counter market or the stock exchange on which the Company's stock may
be traded on the most recent date of such trading prior to the date of
exercise of the option. As promptly as practicable after receipt of such
written notification and payment, the Company shall deliver to the optionee
certificates for the number of shares with respect to which such Option has
been so exercised, issued in the optionee's name; provided, that such
delivery shall be deemed effected for all purposes when a stock transfer
agent of the Company shall have deposited such certificates in the United
States mail, addressed to the optionee, at the address specified pursuant
to this paragraph.
11. TRANSFERABILITY OF OPTIONS.
Options shall not be transferable by the optionee otherwise than by will
or under the laws of descent and distribution, and shall be exercisable,
during his lifetime, only by him.
12. TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE.
Except as may be otherwise expressly provided herein, Options shall
terminate on the earlier of
(i) the date of expiration thereof;
(ii) immediately upon termination of the employment relationship between
the Company and the optionee for cause, or
(iii) thirty (30) days after termination of the employment relationship
between the Company and the optionee without cause, other than death or
retirement in good standing from the employ of the Company for reasons of
age or disability under the then established rules of the Company.
Whether authorized leave of absence, or absence on military or government
service, shall constitute termination of the employment relationship
between the Company and the optionee shall be determined by the Committee
at the time thereof. In the event of the death of the holder of an Option
while in the employ of the Company and before the date of expiration of
such Option, such Option shall terminate on the earlier of such date of
expiration or 180 days following the date of such death. After the death
of the optionee, his executors, administrators or any person or persons to
whom his Option may be transferred by will or by the laws of descent and
distribution, shall have any right, at the time prior to such termination,
to exercise the Option to the extent the optionee was entitled to exercise
such Option immediately prior to his death. If, before the date of
expiration of the Option, the optionee shall be retired in good standing
from the employ of the Company for reasons of age or disability under the
then established rules of the Company, the Option shall terminate on the
earlier of such date of expiration or 90 days after the date of such
retirement. In the event of such retirement, the optionee shall have the
right prior to the termination of such Option to exercise the Option to the
extent to which he was entitled to exercise such Option immediately prior
to such retirement. An employment relationship between the Company and the
optionee shall be deemed to exist during any period in which the optionee
is employed by the Company or by any subsidiary corporation.
13. REQUIREMENTS OF LAW.
The Company shall not be required to sell or issue any shares under the
Option if the issuance of such shares shall constitute a violation by the
optionee or by the Company of any provisions of any law or regulation of
any governmental authority. In addition, in connection with the Securities
Act of 1933 (as now in effect or hereafter amended), upon exercise of any
Option, the Company shall not be required to issue such shares unless the
Committee has received evidence satisfactory to it to the effect that the
holder of such Option will not transfer such shares except pursuant to a
registration statement in effect under such Act or unless an opinion of
counsel to the Company has been received by the Company to the effect that
such registration is not required. Any determination in this connection by
the Committee shall be final, binding and conclusive. In the event the
shares issuable on exercise of an Option are not registered under the
Securities Act of 1933, the Company may imprint the following legend or any
other legend which counsel for the Company considers necessary or advisable
to comply with the Securities Act of 1933:
"The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933 or under the securities laws of
any State and may not be sold or transferred except upon such registration
or upon receipt by the Corporation of an opinion of counsel satisfactory to
the Corporation, in form and substance satisfactory to the Corporation,
that registration is not required for such sale or transfer."
The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended); and in the event any shares are so
registered the Company may remove any legend on certificates representing
such shares. The Company shall not be obligated to take any other
affirmative action in order to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or regulation of
any governmental authority.
14. NO RIGHTS AS STOCKHOLDER.
No optionee shall have rights as a stockholder with respect to shares
covered by his Option until the date of issuance of a stock certificate for
such shares; and, except as otherwise provided in paragraph 16 hereof, no
adjustment for dividends, or otherwise, shall be made if the record date
therefor is prior to the date of issuance of such certificate.
15. EMPLOYMENT OBLIGATION.
The granting of any Option shall not impose upon the Company any
obligation to employ or continue to employ any optionee; and the right of
the Company to terminate the employment of any officer or other employee
shall not be diminished or affected by reason of the fact that an Option
has been granted to him.
16. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.
The existence of outstanding Options shall not affect in any way the
right or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred
or prior preference stock ahead of or affecting the Common Stock or the
rights thereof, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of the Common Stock
outstanding, without receiving compensation therefor in money, services or
property, then (i) the number, class, and per share price of shares of
stock subject to outstanding Options hereunder shall be appropriately
adjusted in such a manner as to entitle an optionee to receive upon
exercise of an Option, for the same aggregate cash consideration, the same
total number and class of shares as he would have received as a result of
the event requiring the adjustment had he exercised his Option in full
immediately prior to such event; and (ii) the number and class of shares
then reserved for issuance under the Plan shall be adjusted by substituting
for the total number of shares of Common Stock then reserved that number
and class of shares of stock that would have been received by the owner of
an equal number of outstanding shares of Common Stock as the result of the
event requiring the adjustment.
After a merger of one or more corporations into the Company, or after a
consolidation of the Company and one or more corporations in which the
Company shall be the surviving corporation, each holder of an outstanding
Option shall, at no additional cost, be entitled upon exercise of such
Option to receive (subject to any required action by stockholders) in lieu
of the number of shares as to which such Option shall then be so
exercisable, the number and class of shares of stock or other securities to
which such holder would have been entitled pursuant to the terms of the
agreement of merger or consolidation if, immediately prior to such merger
or consolidation, such holder had been the holder of record of a number of
shares of Common Stock equal to the number of shares as to which such
Option shall be so exercised.
If the Company is merged into or consolidated with another corporation
under circumstances where the Company is not the surviving corporation, or
if the Company is liquidated, or sells or otherwise disposes of
substantially all its assets to another corporation while unexercised
Options remain outstanding under the Plan, (i) subject to the provisions of
clause (iii) below, after the effective date of such merger, consolidation
or sale, as the case may be, each holder of an outstanding Option shall be
entitled, upon exercise of such Option, to receive, in lieu of shares of
Common Stock, shares of such stock or other securities as the holders of
shares of Common Stock received pursuant to the terms of the merger,
consolidation or sale; (ii) the Board of Directors may waive any
limitations set forth in or imposed pursuant to paragraph 9 hereof so that
all Options, from and after a date prior to the effective date of such
merger, consolidation, liquidation or sale, as the case may be, specified
by the Board, shall be exercisable in full; or (iii) all outstanding
Options may be canceled by the Board of Directors as of the effective date
of any such merger, consolidation, liquidation or sale provided that (x)
notice of such cancellation shall be given to each holder of an Option and
(y) each holder of an Option shall have the right to exercise such Option
to the extent that the same is then exercisable or, if the Directors shall
have waived the limitations imposed pursuant to paragraph 9 hereof, in full
during the 30-day period preceding the effective date of such merger,
consolidation, liquidation, sale or acquisition.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock then subject to outstanding Options.
17. AMENDMENT OR TERMINATION OF PLAN.
The Board of Directors may modify, revise or terminate this Plan at any
time and from time to time, except that the aggregate number of shares
issuable pursuant to this Plan shall not, other than by operation of
paragraph 16 hereof, be increased without the consent of the shareholders.
18. WRITTEN AGREEMENT.
Each option granted hereunder shall be embodied in a written option
agreement which shall be subject to the terms and conditions prescribed
above and shall be signed by the optionee and by the President or any Vice
President of the Company for and in the name and on behalf of the Company.
Such an option agreement shall contain such other provisions as the
Committee in its discretion shall deem advisable.
19. REPURCHASE RIGHTS.
The Committee may in its discretion provide upon the grant of any Option
hereunder that the Company shall have an option to repurchase all or any
number of shares purchased upon exercise of such Option within 60 days
prior to, or after, the termination of employment of the employee to whom
the Option was granted. The repurchase price per share payable by the
Company shall be such amount or be determined by such formula as is fixed
by the Committee at the time the option for the shares subject to
repurchase was granted. In the event the Committee shall grant Options
subject to the Company's repurchase option, the certificates representing
the shares purchased pursuant to such Option shall carry a legend
satisfactory to counsel for the Company referring to the Company's
repurchase option.
20. EFFECTIVE DATE AND DURATION OF PLAN.
The Plan shall become effective upon its adoption by the Board of
Directors. Options may not be granted under the Plan more than ten (10)
years after said effective date. The Plan shall terminate (i) when the
total amount of the Common Stock with respect to which Options may be
granted shall have been issued upon the exercise of Options, or (ii) by
action of the Board of Directors pursuant to paragraph 17 hereof, whichever
shall first occur.
EXHIBIT 10.2
LASERTRON, INC.
1992 Stock Option Plan
As Amended September 6, 1995
SECTION 1. PURPOSE
This 1992 Stock Option Plan (the "Plan") is intended to attract and
retain highly qualified and competent employees and directors, to serve as
a performance incentive for officers and employees of Lasertron, Inc., a
Massachusetts corporation (the "Company"), or its Subsidiaries (as
hereinafter defined) and for certain other individuals providing services
to or acting as directors of the Company or its Subsidiaries, to encourage
the persons to whom options are granted (a "Grantee" or "Grantees") to
acquire or increase a proprietary interest in the success of the Company
and to maintain and enhance the Company's long-term performance and
profitability. The Company intends that this purpose will be effected by
the granting of incentive stock options ("Incentive Options") as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
and other stock options ("Non-Statutory Options") under the Plan. The term
"Subsidiaries" means any corporations in which stock possessing 50 percent
or more of the total combined voting power of all classes of stock of any
such corporation or corporations is owned directly or indirectly by the
Company.
SECTION 2. OPTIONS TO BE GRANTED AND ADMINISTRATION
2.1 Options to be Granted. Options granted under the Plan may be either
Incentive Options or Non-Statutory Options.
2.2 Administration. This Plan shall be administered by the Company's
board of directors (the "Board") or by a committee (the "Committee")
consisting of at least three members of the Board, in which case the
Committee shall have all the powers of the Board hereunder. The Committee
shall be appointed from time to time by the Board. All questions of
interpretation and application of the Plan, of options granted hereunder
and of the value of shares of Common Stock subject to such options, shall
be subject to the determination, which shall be final and binding, of a
majority of the Board or, if the Board has appointed a committee, by a
majority of the Committee.
SECTION 3. STOCK
3.1 Shares Subject to Plan. The stock subject to options granted under
the Plan shall be shares of the Company's common stock, $.01 par value (the
"Common Stock"), either authorized but unissued or held in treasury. The
total number of shares that may be issued pursuant to options granted under
the Plan shall not exceed an aggregate of 100,000 shares of Common Stock,
which number of shares shall be subject to adjustment in accordance with
Section 7.
3.2 Lapsed or Unexercised Options. Whenever any outstanding option
under the Plan expires, is canceled or is otherwise terminated (other than
by exercise), the shares of Common Stock allocable to the unexercised
portion of such option shall be restored to the Plan and shall again become
available for the grant of other options under the Plan.
SECTION 4. ELIGIBILITY
4.1 Eligible Grantees. Incentive Options may be granted only to
officers and other employees of the Company or its Subsidiaries,-including
members of the Board who are also employees of the Company or a Subsidiary.
Non-Statutory Options may be granted to officers or other employees of the
Company or its Subsidiaries, including members of the Board or the board of
directors of any Subsidiary, and to certain other individuals providing
services to the Company or its Subsidiaries.
4.2 Limitations on 10 percent Stockholders. No Incentive Option shall
be granted to an individual who, at the time the Incentive Option is
granted, owns (including ownership attributed pursuant to Section 424 of
the Code) more than 10 percent of the total combined voting power of all
classes of stock of the Company or any parent or Subsidiary of the Company
(a "greater-than-10 percent stockholder"), unless such Incentive Option
provides that (i) the purchase price per share shall not be less than 110
percent of the fair market value of the Common Stock at the time such
Incentive Option is granted, and (ii) such Incentive Option shall not be
exercisable to any extent after the expiration of five years from the date
it is granted.
4.3 Limitation on Exercisable Options. The aggregate fair market value
(determined at the time the Incentive Option is granted) of the Common
Stock with respect to which Incentive Options are exercisable for the first
time by any person during any calendar year under the Plan and under any
other option plan of the Company (or a parent or subsidiary as defined in
Section 424 of the Code) shall not exceed $100,000. Any option granted in
excess of the foregoing limitation shall be specifically designated as
being a Non-Statutory Option.
SECTION 5. AGREEMENTS EVIDENCING STOCK OPTIONS
Each option agreement (each, a "Plan agreement") shall contain such
provisions as the Board shall from time to time deem appropriate. Plan
agreements need not be identical, but each such agreement by appropriate
language shall include the substance of all of the following provisions:
(a) Expiration. Notwithstanding any other provision of the Plan or of
any Plan agreement, each option shall expire on the date specified in the
Plan agreement, which date shall not be later than the tenth anniversary of
the date on which the option was granted (fifth anniversary in the case of
an Incentive Option granted to a greater-than-10 percent stockholder).
(b) Exercise. Each option shall be exercisable in full or in
installments (which need not be equal) and at such times as designated by
the Board. To the extent not exercised, installments shall accumulate and
be exercisable in whole or in part, at any time after becoming exercisable,
but not later than the date the option expires.
(c) Purchase Price. The purchase price per share of the Common Stock
under each Incentive Option shall be not less than the fair market value of
the Common Stock on the date the option is granted (110 percent of the fair
market value in the case of a greater-than-10 percent stockholder). The
price at which shares may be purchased pursuant to Non-Statutory Options
shall be specified by the Board at the time the option is granted, and may
be less than, equal to or greater than the fair market value of the shares
of Common Stock on the date such Non-Statutory Option is granted, but shall
not be less than the par value of shares of Common Stock. For the purpose
of the Plan, the fair market value of the Common Stock shall be the closing
price per share on the date of grant of the option as reported by a
nationally recognized stock exchange, or, if the Common Stock is not listed
on such an exchange, as reported by the NASDAQ National Market System, or,
if the Common Stock is not quoted on the NASDAQ National Market System, the
fair market value as determined by the Board.
(d) Transferability of Options. Options granted under the Plan and
the rights and privileges conferred thereby may not be transferred,
assigned, pledged or hypothecated in any manner (whether by operation of
law or otherwise) other than by will or by applicable laws of descent and
distribution, and shall not be subject to execution, attachment or similar
process. Upon any attempt so to transfer, assign, pledge, hypothecate or
otherwise dispose of any option under the Plan or any right or privilege
conferred hereby, contrary to the provisions of the Plan, or (if the Board
shall so determine) upon any levy or any attachment or similar process upon
the rights and privileges conferred hereby, such option shall thereupon
terminate and become null and void.
(e) Termination of Employment or Death of Grantee. Except as may be
otherwise expressly provided in the terms and conditions of the Plan
agreements, options granted hereunder shall terminate on the earlier to
occur of:
(i) the date of expiration thereof; or
(ii) other than in the case of death of the Grantee or retirement in
good standing of the Grantee from the employ of the Company for reasons of
age or disability under the then established rules of the Company,
immediately upon termination of the employment or other relationship
between the Company and the Grantee for cause as determined by the Board,
or 30 days after termination of the employment or other relationship
between the Company and the Grantee without cause.
An employment relationship between the Company and the Grantee shall be
deemed to exist during any period during which the Grantee is employed by
the Company or by any Subsidiary. Whether an authorized leave of absence
or absence on military government service shall constitute termination of
the employment relationship between the Company and the Grantee shall be
determined by the Board at the commencement thereof, and the Board shall
promptly notify the Grantee of such determination.
As used herein, "cause" shall mean (x) any material breach by the Grantee
of any agreement to which the Grantee and the Company are both parties, (y)
any act or omission to act by the Grantee which may have a material and
adverse effect on the Company's business or on the Grantee's ability to
perform services for the Company, including, without limitation, the
commission of any crime (other than ordinary traffic violations), or (z)
any material misconduct or material neglect of duties by the Grantee in
connection with the business or affairs of the Company or any affiliate of
the Company.
In the event of the death of a Grantee while in an employment or other
relationship with the Company and before the date of expiration of an
option held by such Grantee, such option shall terminate on the earlier of
such date of expiration or 180 days following the date of such death.
After the death of the Grantee, his executors, administrators or any person
or persons to whom his option may be transferred by will or by laws of
descent and distribution shall have the right, at any time prior to such
termination, to exercise the option to the extent the Grantee was entitled
to exercise such option immediately prior to his death.
If, before the date of expiration of the option, the Grantee shall be
retired in good standing from the employ of the Company for reasons of age
or disability under the then established rules of the Company, the option
shall terminate on the earlier of such date of expiration or 90 days after
the date of such retirement. In the event of such retirement, the Grantee
shall have the right prior to the termination of such option to exercise
the option to the extent to which he/she was entitled to exercise such
option immediately prior to such retirement.
(f) Rights of Grantees. No Grantee shall be deemed for any purpose to
be the owner of any shares of Common Stock subject to any option unless and
until (i) the option shall have been exercised pursuant to the terms
thereof and (ii) the Company shall have issued and delivered the shares to
the Grantee.
(g) Repurchase Right. The Board may in its discretion provide upon
the grant of any option hereunder that the Company shall have an option to
repurchase, upon such terms and conditions as determined by the Board, all
or any number of shares purchased upon exercise of such option. The
repurchase price per share payable by the Company shall be such amount or
be determined by such formula as is fixed by the Board at the time the
option for the shares subject to repurchase is granted. In the event the
Board shall grant options subject to the Company's repurchase option, the
certificates representing the shares purchased pursuant to such option
shall carry a legend satisfactory to counsel for the Company referring to
the Company's repurchase option.
SECTION 6. METHOD OF EXERCISE AND PAYMENT
6.1 Notice of Exercise. Any option granted under the Plan may be
exercised by the Grantee by delivering to the Company on any business day a
written notice (the "Notice") specifying the number of shares of Common
Stock with respect to which the Grantee then desires to exercise the
option, specifying the address to which the certificates for such shares
are to be mailed and accompanied by payment for such shares.
6.2 Exercise of Options. Payment for the shares of Common Stock
purchased pursuant to the exercise of an option shall be made either (i) in
cash equal to the option price for the number of shares specified in the
Notice (the "Total Option Price") or (ii) if authorized by the applicable
Plan agreement in shares of Common Stock having a fair market value equal
to or less than the Total Option Price and that have been held by the
Option holder for a period of at least sixty days, plus cash in an amount
equal to the excess, if any, of the Total Option Price over the fair market
value of such shares of Common Stock. For the purpose of the preceding
sentence, the fair market value of the shares of Common Stock so delivered
to the Company shall be determined in the manner specified in Section 5(c)
hereof. As promptly as practicable after receipt of such Notice and
payment, the Company shall deliver to the Grantee certificates for the
number of shares with respect to which such option has been so exercised,
issued in the Grantee's name; provided, however, that such delivery shall
be deemed effected for all purposes when the Company or a stock transfer
agent of the Company shall have deposited such certificates in the United
States mail, addressed to the Grantee, at the address specified pursuant to
Section 6.1.
SECTION 7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
7.1 No Effect of Options upon Certain Corporate Transactions. The
existence of outstanding options shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation
of the Company, or any issue of Common Stock, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.
7.2 Stock Dividends, Recapitalizations, Etc. If the Company shall
effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a stock dividend, or other increase or
reduction of the number of shares of the Common Stock outstanding, without
receiving compensation therefor in money, services or property, then (i)
the number, class and per share price of shares of stock subject to
outstanding options hereunder shall be appropriately adjusted in such a
manner as to entitle a Grantee to receive upon exercise of an option, for
the same aggregate cash consideration, the same total number and class of
shares that the owner of an equal number of outstanding shares of Common
Stock would own as a result of the event requiring the adjustment; and (ii)
the number and class of shares that may be issued under, and with respect
to which options may be granted pursuant to, the Plan shall be adjusted by
substituting for the total number of shares of Common Stock then reserved
for issuance under, and with respect to which options may be granted
pursuant to, the Plan that number and class of shares of stock that the
owner of an equal number of outstanding shares of Common Stock would own as
the result of the event requiring the adjustment.
7.3 Determination of Adjustments. Adjustments under this Section 7
shall be determined by the Board and such determinations shall be
conclusive. The Board shall have the discretion and power in any such
event to determine and to make effective provision for acceleration of the
time or times at which any option or portion thereof shall become
exercisable. No fractional shares of Common Stock shall be issued under
the Plan on account of any adjustment specified above.
7.4 No Adjustment in Certain Cases. Except as hereinbefore expressly
provided, the issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or
property or for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common Stock then
subject to outstanding options.
SECTION 8. EFFECT OF CERTAIN TRANSACTIONS
8.1 Merger without Change of Control. After a merger or consolidation
of the Company and one or more corporations in which the stockholders of
the Company immediately prior to such merger or consolidation own after
such merger or consolidation shares representing at least fifty percent
(50 percent) of the voting power of the Company or the surviving or
resulting corporation, as the case may be, each holder of an outstanding
option shall, at no additional cost, be entitled upon exercise of such
option to receive (subject to any required action by stockholders), instead
of the number of shares as to which such option shall then be so
exercisable, the number and class of shares of stock or other securities to
which such holder would have been entitled pursuant to the terms of the
agreement of merger or consolidation if, immediately prior to such merger
or consolidation, such holder had been the record holder of a number of
shares of Common Stock equal to the number of shares as to which such
option was exercisable.
8.2 Sale or Merger with Change of Control. If the Company is merged or
consolidated with another corporation under circumstances in which the
stockholders of the Company immediately prior to such merger or
consolidation do not own after such merger or consolidation shares
representing at least fifty percent (50 percent) of the voting power of
the Company or the surviving or resulting corporation, as the case may be,
or if the Company is liquidated or sells or otherwise disposes of
substantially all of its assets, while unexercised options remain
outstanding under the Plan: (i) subject to the provisions of clause (iii)
below, after the effective date of such merger, consolidation, liquidation,
sale or disposition, as the case may be, each holder of an outstanding
option shall be entitled, upon exercise of such option, to receive, in lieu
of shares of Common Stock, shares of such stock or other securities, cash
or property as the holders of shares of Common Stock received pursuant to
the terms of the merger, consolidation, liquidation, sale or disposition;
(ii) the Board may accelerate the time for exercise of all unexercised and
unexpired options to a date prior to the effective date of such merger,
consolidation, liquidation, sale or disposition, as the case may be,
specified by the Board; or (iii) all outstanding options may be canceled by
the Board as of the effective date of such merger, consolidation,
liquidation, sale or disposition, provided that (x) notice of such
cancellation shall be given to each holder of an option and (y) each holder
of an option shall have the right to exercise such option to the extent
that the same is then exercisable or, if the Board shall have accelerated
the time for exercise of all unexercised and unexpired options, in full
during the 30-day period ending five days prior to the effective date of
such merger, consolidation, liquidation, sale or disposition.
SECTION 9. AMENDMENT OF THE PLAN
The Board may terminate the Plan and may amend the Plan at any time, and
from time to time, subject to the limitation that, except as provided in
Sections 7 and 8 hereof, no amendment shall be effective unless approved by
the stockholders of the Company in accordance with applicable law and
regulations, at an annual or special meeting held within 12 months before
or after the date of adoption of such amendment, in any instance in which
such amendment would: (i) increase the number of shares of Common Stock
that may be issued under, or as to which options may be granted pursuant
to, the Plan; or (ii) change in substance the provisions of Section 4
hereof relating to eligibility to participate in the Plan.
Except as provided in Sections 7 and 8 hereof, rights and obligations
under any option granted before any amendment of the Plan shall not be
altered or impaired by such amendment, except with the consent of the
Grantee.
SECTION 10. NON-EXCLUSIVITY OF THE PLAN; NON-UNIFORM DETERMINATIONS
Neither the adoption of the Plan by the Board nor the approval of the
Plan by the stockholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including without limitation the
granting of options otherwise than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.
The Board's determinations under the Plan need not be uniform and may be
made by it selectively among persons who receive, or are eligible to
receive, awards under the Plan (whether or not such persons are similarly
situated). Without limiting the generality of the foregoing, the Board
shall be entitled, among other things, to make non-uniform and selective
determinations, and to enter into non-uniform and selective Plan
agreements, as to (i) the persons to receive awards under the Plan, (ii)
the terms and provisions of awards under the Plan, (iii) the exercise by
the Board of its discretion in respect of the exercise of options pursuant
to the terms of the Plan, and (iv) the treatment of leaves of absence
pursuant to Section 5(e) hereof.
SECTION 11. GOVERNMENT AND OTHER REGULATIONS; TAX WITHHOLDING
The obligation of the Company to sell and deliver shares of Common Stock
with respect to options granted under the Plan shall be subject to all
applicable laws, rules and regulations, including all applicable federal
and state securities laws, and the obtaining of all such approvals by
government agencies as may be deemed necessary or appropriate by the Board.
All shares sold under the Plan shall bear appropriate legends. The
Company may, but shall in no event be obligated to, register or qualify any
securities covered hereby under applicable federal and state securities
laws; and in the event any shares are so registered or qualified the
company may remove any legend on certificates representing such shares.
The Company shall not be obligated to take any other affirmative action in
order to cause the exercise of an option or the issuance of shares pursuant
thereto to comply with any law or regulation of any governmental authority.
The Plan shall be governed by and construed in accordance with the laws of
the State of Delaware.
Whenever under the Plan shares are to be delivered upon exercise of an
option, the Company shall be entitled to require as a condition of delivery
that the Grantee remit an amount sufficient to satisfy all federal, state
and other governmental withholding tax requirements related thereto.
SECTION 12. EFFECTIVE DATE OF PLAN
The effective date of the Plan is June 1, 1992, the date on which it was
approved by the Board. No option may be granted under the Plan after June
1, 2002. Subject to the foregoing, options may be granted under the Plan
at any time subsequent to its effective date; provided, however, that (a)
no such option shall be exercised or exercisable unless the stockholders of
the Company shall have approved the Plan no later than one year from such
effective date, and (b) all options issued prior to the date of such
stockholders' approval shall contain a reference to such condition.
EXHIBIT 10.3
Date:
Option Granted
by
LASERTRON, INC.
(hereinafter called the "Company")
to
[Name of Option Holder]
(hereinafter called the "Holder")
under the
1982 INCENTIVE STOCK OPTION PLAN
WITNESSETH:
For valuable consideration, the receipt of which is hereby acknowledged,
the Company hereby grants to the Holder the following option:
FIRST: Subject to the terms and conditions hereinafter set forth, the
Holder is hereby given the right and option to purchase from the Company at
the option price of $----- per share an aggregate of ----- shares of Common
Stock of the Company (par value $.01 per share) at the time and in the
manner hereinafter stated. The Holder shall have the right and option to
purchase hereunder any or all of such shares as follows:
(a) --- percent of the shares during the period beginning -------- and
ending ----------;
(b) an additional --- percent of the shares during the period beginning
---------- and ending ----------; and
(c) an additional --- percent of the shares during the period beginning
---------- and ending ----------.
The right to purchase shares hereunder shall be cumulative.
Purchase of any shares hereunder shall be made by (a) cash, certified
check, bank draft or postal or express money order payable to the order of
the Company, or (b) with the consent of the Company, shares of Common Stock
of the Company having a fair market value equal to the option price of such
shares, or (c) with the consent of the Company, a combination of (a) and
(b). For the purpose of the preceding sentence, the fair market value of
the shares of Common Stock so delivered to the Company shall be the fair
market value thereof as determined in good faith by the Board of Directors
of the Company.
SECOND: As a condition precedent to any exercise of this option, the
Holder (or if any other individual or individuals are exercising this
option, such individual or individuals) shall deliver to the Company an
investment letter in form satisfactory to the Company's counsel which shall
contain, among other matters, a statement in writing that the option is
then being exercised only with a view to investment in, and not with a view
to the disposition of, the shares with respect to which the option is then
being exercised; that the Holder and/or his/her attorneys, accountants,
and/or analysts have fully investigated the Company and the business and
financial conditions concerning it and have knowledge of the Company's then
current corporate activities and financial condition; and that the Holder
believes that the nature and amount of the shares being purchased by
him/her are consistent with his/her investment objectives, abilities and
resources. The restriction imposed by this paragraph and any investment
representation made pursuant to this paragraph shall be inoperative upon
the registration with the Securities and Exchange Commission of the stock
subject to this option or acquired through the exercise of this option.
THIRD: Upon the purchase of any shares hereunder, the Company will
deliver or cause to be delivered to the Holder (or if any other individual
or individuals are exercising this option, to such individual or
individuals) at the office of the Company a certificate or certificates for
the number of shares with respect to which the option is then being
exercised, registered in the name or names of the individual or individuals
exercising the option, either alone or jointly with another person or
persons with rights of survivorship, as the individual or individuals
exercising the option shall prescribe in writing to the Company at or prior
to such purchase, against payment of the option price of such shares;
provided, however, that if any law or regulation or order of the Securities
and Exchange Commission or other body having jurisdiction in the premises
shall require the Company or the Holder (or the individual or individuals
exercising this option) to take any action in connection with the shares
then being purchased, the date for the delivery of the certificates for
such shares shall be extended for the period necessary to take and complete
such action.
FOURTH: If the Company shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock dividend, or
other increase or reduction of the number of shares of the Common Stock
outstanding, without receiving compensation therefor in money, services or
property, then the number, class, and per share price of shares of stock
subject to this option shall be appropriately adjusted in such a manner as
to entitle the Holder to receive upon exercise of this option, for the same
aggregate consideration, the same total number and class of shares as he
would have received as a result of the event requiring the adjustment had
he exercised this option in full immediately prior to such event.
After a merger of one or more corporations into the Company, or after a
consolidation of the Company and one or more corporations in which the
Company shall be the surviving corporation, the Holder shall, at no
additional cost, be entitled upon exercise of this option to receive
(subject to any required action by stockholders) in lieu of the number of
shares as to which this option shall then be so exercisable, the number and
class of shares of stock or other securities to which the Holder would have
been entitled pursuant to the terms of the agreement of merger or
consolidation if, immediately prior to such merger or consolidation, the
Holder had been the holder of record of a number of shares of Common Stock
equal to the number of shares as to which this option shall be so
exercised.
If the Company is merged into or consolidated with another corporation
under circumstances where the Company is not the surviving corporation, or
if the Company is liquidated, or sells or otherwise disposes of
substantially all its assets to another corporation while this option
remains outstanding, (i) subject to the provisions of clause (iii) below,
after the effective date of such merger, consolidation or sale, as the case
may be, the Holder of this option shall be entitled, upon exercise of this
option, to receive in lieu of shares of Common Stock, shares of such stock
or other securities as the holders of shares of Common Stock received
pursuant to the terms of the merger, consolidation or sale; (ii) the Board
of Directors may accelerate the time for exercise of this option, so that
from and after a date prior to the effective date of such merger,
consolidation, liquidation or sale, as the case may be, specified by the
Board, this option shall be exercisable in full; or (iii) this option may
be canceled by the Board of Directors as of the effective date of any such
merger, consolidation, liquidation or sale provided that (x) notice of such
cancellation shall be given to the Holder and (y) the Holder shall have the
right to exercise this option to the extent that the same is then
exercisable or, if the Directors shall have accelerated the time for
exercise of this option pursuant to clause (ii) above, in full during the
30-day period preceding the effective date of such merger, consolidation,
liquidation, sale or acquisition.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services, either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares of obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock then subject to outstanding options.
FIFTH: No person shall, by virtue of the granting of this option to the
Holder, be deemed to be a holder of any shares purchasable under this
option or to be entitled to the rights or privileges of a holder of such
shares unless and until this option has been exercised with respect to such
shares and they have been issued pursuant to that exercise of this option.
The Company shall, at all times while any portion of this option is
outstanding, reserve and keep available, out of shares of its authorized
and unissued stock or reacquired shares, a sufficient number of shares of
its Common Stock to satisfy the requirements of this option; shall comply
with the terms of this option promptly upon exercise of the option rights;
and shall pay all fees or expenses necessarily incurred by the Company in
connection with the issuance and delivery of shares pursuant to the
exercise of this option.
SIXTH: This option is not transferable by the Holder otherwise than by
will or the laws of descent and distribution.
This option is not exercisable while there is outstanding (within the
meaning of Section 422A(c)(7) of the Internal Revenue Code) any incentive
stock option which was granted to the Holder prior to the grant of this
option, to purchase stock in the Company or in a corporation which, at the
time of granting of this option, was a parent or subsidiary corporation of
the Company, or was a predecessor corporation of any such corporations.
This option is exercisable, during the Holder's lifetime, only by him,
and by him only while he is an employee of the Company or of a parent or
subsidiary of the Company, except that in the event the employment of the
Holder terminates without cause and other than for death or retirement in
good standing from the employ of the Company or such parent or subsidiary
for reasons of age or disability under the then established rules of such
corporation, the Holder shall have the right to exercise this option within
thirty (30) days after the date he so ceases to be an employee of the
Company or such parent or subsidiary (but not later than the expiration
date of this option) with respect to the shares which were purchasable by
him by exercise of this option at the time of such cessation of employment.
In the event of the retirement of the Holder in good standing for reasons
of age or disability under the then established rules of the Company or a
parent or subsidiary of the Company, the Holder shall have the right to
exercise this option at any time within ninety (90) days after his
retirement (but not after the termination date of this option) with respect
to the shares which were purchasable by the Holder at the date of his
retirement. In the event of the death of the Holder while he has the right
to exercise this option, his executors, administrators, heirs or legatees,
as the case may be, shall have the right to exercise this option at any
time within one hundred eighty (180) days after his death (but not after
the termination date of this option) with respect to the shares which were
purchasable by the Holder at the date of his death.
SEVENTH: Any notice to be given to the Company hereunder shall be deemed
sufficient if addressed to the Company and delivered at the office of the
Treasurer of the Company, 37 North Avenue, Northwest Park, Burlington,
Massachusetts 01803, or such other address as the Company may hereafter
designate, or when deposited in the mail, postage prepaid, addressed to the
attention of the Treasurer of the Company at such office or other address.
Any notice to be given to the Holder hereunder shall be deemed sufficient
if addressed to and delivered in person to the Holder at his address
furnished to the Company or when deposited in the mail, postage prepaid,
addressed to the Holder at such address.
EIGHTH: This option is subject to all laws, regulations and orders of
any governmental authority which may be applicable thereto and,
notwithstanding any of the provisions hereof, the Holder agrees that he
will not exercise the option granted hereby nor will the Company be
obligated to issue any shares of stock hereunder if the exercise thereof or
the issuance of such shares, as the case may be, would constitute a
violation by the Holder or the Company of any such law, regulation or order
or any provision thereof.
This option is and shall be subject in every respect to the provisions of
the 1982 Incentive Stock Option Plan of Lasertron, Inc., as amended from
time to time, which is incorporated herein by reference and made a part
hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
in its name and on its behalf as of the effective date.
LASERTRON, INC.
By:
--------------------
President
ATTEST: (SEAL)
----------------------
Clerk
EXHIBIT 10.4
Date of Grant:
Non-Statutory Stock Option Granted
by
LASERTRON, INC.
(hereinafter called the "Company")
to
(hereinafter called the "Holder")
under the
1992 STOCK OPTION PLAN
WITNESSETH:
For valuable consideration, the receipt of which is hereby acknowledged,
the Company hereby grants to the Holder the following option:
FIRST: Subject to the terms and conditions hereinafter set forth, the
Holder is hereby given the right and option to purchase from the Company at
the option price of $----- per share an aggregate of ----- shares of Common
Stock of the Company (par value $.01 per share) at the time and in the
manner hereinafter stated. Except as otherwise provided in this Agreement
and unless terminated earlier pursuant to the terms hereof, this option may
be exercised in full, or in part from time to time, at any time during the
period commencing [Date] and ending on [Date] (the "Expiration Date").
This option is and shall be subject in every respect to the provisions of
the Lasertron, Inc. 1992 Stock Option Plan (the "Plan") , as amended from
time to time, which is incorporated herein by reference and made a part
hereof. In the event of any conflict or inconsistency between the terms
hereof and those of the Plan, the latter shall prevail. References herein
to the Board of Directors of the Company shall also constitute a reference
to the Committee, if any, appointed by the Board of Directors pursuant to
the Plan.
This option shall be exercised by the delivery of written notice to the
Company setting forth the number of shares with respect to which the option
is to be exercised (the "Notice") , together with (a) cash, certified
check, bank draft or postal or express money order payable to the order of
the Company, or (b) with the consent of the Board of Directors of the
Company, shares of Common Stock of the Company having a fair market value
equal to the option price of such shares, or (c) with the consent of the
Board of Directors of the Company, a combination of (a) and (b). For the
purpose of the preceding sentence, the fair market value per share of the
Common Stock so delivered to the Company shall be the fair market value per
share as determined by the Board of Directors of the Company.
SECOND: As a condition precedent to any exercise of this option, the
Holder (or if any other individual or individuals are exercising this
option, such individual or individuals) shall deliver to the Company an
investment letter in form satisfactory to the Company's counsel that shall
contain, among other matters, a statement in writing that the option is
then being exercised only with a view to investment in, and not with a view
to or in connection with any resale or distribution of, the shares with
respect to which the option is then being exercised; that the Holder has
been advised that Rule 144 of the Securities and Exchange Commission (the
"Commission"), which permits the resale, subject to various terms and
conditions, of small amounts of "restricted securities" (as therein
defined) after they have been held for two years, does not now apply to the
Company because the Company is not now required to file, and does not file,
current reports under the Securities Exchange Act of 1934 (the "Exchange
Act"), nor is there publicly available information concerning the Company
substantially equivalent to that which would be available if the Company
were required to file such reports; that the Holder understands that there
is no assurance that the Company will ever become a reporting company under
the Exchange Act and that the Company has no obligation to the Holder to do
so; that the Holder and/or the Holder's attorneys, accountants, and/or
analysts have fully investigated the Company and the business and financial
conditions concerning it and have knowledge of the Company's then current
corporate activities and financial condition; and that the Holder believes
that the nature and amount of the shares being purchased by the Holder are
consistent with his investment objectives, abilities and resources. The
restriction imposed by this paragraph and any investment representation
made pursuant to this paragraph shall be inoperative upon the registration
with the Commission of the stock subject to this option or acquired through
the exercise of this option.
THIRD: Within a reasonable time following the receipt by the Company of
the option price for any shares to be purchased hereunder and the
investment letter referred to hereinabove, the Company will deliver or
cause to be delivered to the Holder (or if any other individual or
individuals are exercising this option, to such individual or individuals)
a certificate or certificates for the number of shares with respect to
which the option is then being exercised, registered in the name or names
of the individual or individuals exercising the option, against payment of
the option price of such shares; provided, however, that if any law or
regulation or order of the Commission or other body having jurisdiction in
the premises shall require the Company or the Holder (or the individual or
individuals exercising this option) to take any action in connection with
the shares then being purchased, the date for the delivery of the
certificates for such shares shall be extended for the period necessary to
take and complete such action. The Company may imprint upon said
certificate the legend set forth in the Plan or such other legends
referencing stock transfer restrictions which counsel for the Company
considers appropriate. Delivery by the Company of the certificates for
such shares shall be deemed effected for all purposes when the Company or a
stock transfer agent of the Company shall have deposited such certificates
in the United States mail, addressed to the Holder, at the address
specified in the Notice.
FOURTH: If the Company shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock dividend, or
other increase or reduction of the number of shares of the Common Stock
outstanding, in any such case without receiving compensation therefor in
money, services or property, then the number, class, and per share price of
shares of stock subject to this option shall be appropriately adjusted in
such a manner as to entitle the Holder to receive upon exercise of this
option, for the same aggregate cash consideration, the same total number
and class of shares as he would have received as a result of the event
requiring the adjustment had he exercised this option in full immediately
prior to such event.
After a merger of or consolidation of the Company and one or more
corporations in which the stockholders of the Company immediately prior to
such merger or consolidation own after such consolidation or merger shares
representing at least 50 percent of the voting power of the Company or the
surviving or resulting corporation, as the case may be, the Holder shall,
at no additional cost, be entitled upon exercise of this option to receive
in lieu of shares of Common Stock, the shares of stock or other securities
or property (including, without limitation, shares of stock or other
securities of another corporation) to which the Holder would have been
entitled pursuant to the terms of the merger or consolidation if,
immediately prior to such merger or consolidation, the Holder had been the
holder of record of a number of shares of Common Stock equal to the number
of shares for which the Holder wishes to exercise this option.
If the Company is merged or consolidated with another corporation under
circumstances in which the stockholders of the Company immediately prior to
such merger or consolidation do not own after such merger or consolidation
shares representing at least 50 percent of the voting power of the Company
or the surviving or resulting corporation, as the case may be, or if the
Company is liquidated, or sells or otherwise disposes of substantially all
its assets while this option remains outstanding, (i) subject to the
provisions of clause (iii) below, after the effective date of such merger,
consolidation, liquidation, sale or disposition, as the case may be, the
Holder of this option shall be entitled, upon exercise of this option, to
receive, in lieu of shares of Common Stock, the shares of such stock or
other securities, cash or property (including, without limitation, shares
of stock or other securities of another corporation) to which the Holder
would have been entitled pursuant to the terms of the merger,
consolidation, liquidation, sale or disposition if, immediately prior to
such event, the Holder had been the holder of record of a number of shares
of Common Stock equal to the number for which the Holder wishes to exercise
the option; or (ii) this option may be canceled by the Board of Directors
as of the effective date of such merger, consolidation, liquidation, sale
or disposition provided that (x) notice of such cancellation shall be given
to the Holder and (y) the Holder shall have the right to exercise this
option in full during the 30-day period preceding the effective date of
such merger, consolidation, liquidation, sale or disposition.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services, either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock then subject to outstanding options.
FIFTH: No person shall, by virtue of the granting of this option to the
Holder, be deemed to be a holder of any shares purchasable under this
option or to be entitled to the rights or privileges of a holder of such
shares unless and until this option has been exercised with respect to such
shares and they have been issued pursuant to that exercise of this option.
The granting of this option shall not impose upon the Company any
obligation to employ or continue to employ the Holder; and the right of the
Company to terminate the employment of the Holder shall not be diminished
or affected by reason of the fact that this option has been granted to him.
The Company shall, at all times while any portion of this option is
outstanding, reserve and keep available, out of shares of its authorized
and unissued stock or reacquired shares, a sufficient number of shares of
its Common Stock to satisfy the requirements of this option; shall comply
with the terms of this option promptly upon exercise of the option rights;
and shall pay all fees or expenses necessarily incurred by the Company in
connection with the issuance and delivery of shares pursuant to the
exercise of this option.
SIXTH: This option and the rights and privileges conferred hereby shall
not be assigned, pledged, hypothecated or otherwise transferred in any
manner other than by will or the laws of descent and distribution and shall
not be subject to execution, attachment
or similar process.
This option is exercisable, during the Holder's lifetime, only by the
Holder, and by such Holder only while the Holder is an employee of the
Company, its parent company or any subsidiary of the Company, except that
in the event the Company terminates the employment of the Holder without
cause and other than for death or retirement in good standing from the
employ of the Company or such parent or subsidiary for reasons of age or
disability under the then established rules of such corporation, the Holder
shall have the right to exercise this option in part or in full within 30
days after the date the Holder so ceases to be an employee of the Company
or such parent or subsidiary (but not later than the expiration date of
this option).
As used herein, "cause" shall mean (x) any material breach by the Holder
of any agreement to which the Holder and the Company are both parties, (y)
any act or omission to act by the Holder that may have a material and
adverse effect on the Company's business or on the Holder's ability to
perform services for the Company, including, without limitation, the
commission of any crime (other than ordinary traffic violations) , or (z)
any material misconduct or material neglect of duties by the Holder in
connection with the business or affairs of the Company or any parent or
subsidiary of the Company.
In the event of the death of the Holder while in the employ of the
Company or said parent company or subsidiary and before the date of
expiration of this option, the Holder's executors, administrators, heirs or
legatees, as the case may be, shall have the right to exercise this option
in part or in full at any time within 180 days after the Holder's death
(but not after the termination date of this option). In the event of the
retirement of the Holder in good standing for reasons of age or disability
under the then established rules of the Company or a parent or subsidiary
of the Company, the Holder shall have the right to exercise this option in
part or in full at any time within 90 days after the date of said
retirement (but not after the termination date of this option).
SEVENTH: Any notice to be given to the Company hereunder shall be deemed
sufficient if addressed to the Company and delivered at the office of the
Treasurer of the Company, or such other address as the Company may
hereafter designate, or when deposited in the mail, postage prepaid,
addressed to the attention of the Treasurer of the Company at such office
or other address.
Any notice to be given to the Holder hereunder shall be deemed sufficient
if addressed to and delivered in person to the Holder at the Holder's
address furnished to the Company or when deposited in the mail, postage
prepaid, addressed to the Holder at such address.
EIGHTH: This option is subject to all laws, regulations and orders of
any governmental authority that may be applicable thereto and,
notwithstanding any of the provisions hereof, the Holder agrees that the
Holder will not exercise the option granted hereby nor will the Company be
obligated to issue any shares of stock hereunder if the exercise thereof or
the issuance of such shares, as the case may be, would constitute a
violation by the Holder or the Company of any such law, regulation or order
or any provision thereof.
NINTH: Prior to the effective date of a registration statement under the
Securities Act of 1933 covering any shares of the Company's Common Stock
and until such time as the Company shall have effected a public offering of
Common Stock, the Holder may not sell, assign, transfer, exchange, encumber
or otherwise dispose of any shares of Common Stock issued pursuant to the
exercise of this option or any interest in such shares now held or
hereafter acquired by Holder without first giving written notice thereof to
the Company identifying the proposed transferee, the purchase price, if
any, and terms of the proposed transaction, and offering such shares to the
Company for purchase by it at the same price and on the same terms. Such
offer shall be in writing and mailed, postage prepaid, or delivered to the
Company at its principal office.
The Company shall have 30 days after actual receipt of such offer to
notify the Holder in writing of its intention to purchase all or any part
of such shares. If the Company elects to repurchase all or part of such
shares, the Holder shall deliver the shares, free of all encumbrances,
within 30 days of the date of acceptance of the offer to sell, against
payment therefor at the same price and according to the same terms as were
offered by the proposed transferee. If an offer has not been accepted by
the Company as to any or all offered shares within the time specified in
this Article NINTH, then the Holder shall have 120 days within which the
Holder may transfer the shares as to which the offer shall not have been
accepted, free of the restrictions imposed by this Article, to the proposed
transferee at the same price and according to the same terms as the Holder
previously notified the Company.
As long as any shares are subject to the foregoing restrictions on
transfer, the purchaser of such restricted shares sold on execution or by
order of any court shall within 90 days after such sale, and any executor,
administrator, legatees or heirs of the Holder's estate, or any trustee in
bankruptcy, receiver or other officer or legal representative appointed by
any court in whom title to any of such restricted shares shall have vested
either by operation of law or otherwise, shall within 90 days after
appointment, offer all of such restricted shares for sale to the Company at
the same price as the Holder would have been required to offer them.
The Company may inscribe on the face of any certificate representing any
of the shares issued pursuant to the exercise of this option a legend
referring to the provisions of this Article NINTH. If any transfer of
restricted shares is made or attempted in violation of the foregoing
restrictions, or if restricted shares are not offered to the Company as
required hereby, the Company shall have the right to purchase such shares
from the owner thereof or such owner's transferee at any time before or
after the transfer, as herein provided. In addition to any other legal or
equitable remedies which it may have, the Company may enforce its rights by
actions for specific performance (to the extent permitted by law) and may
refuse to recognize any transferee as one of its stockholders for any
purpose, including, without limitation, for purposes of dividend and voting
rights, until all applicable provisions hereof have been complied with.
TENTH: The Holder agrees for a period of up to 180 days from the
effective date of any registration of securities of the Company (upon
request of the Company or the underwriters managing any underwritten
offering of the Company's securities), not to sell, make any short sale of,
loan, grant any option for the purchase of, or otherwise dispose of any
shares issued pursuant to the exercise of such option, without the prior
written consent of the Company or such underwriters, as the case may be.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
in its name and on its behalf as of the date first above written.
LASERTRON, INC.
By:
Its
EXHIBIT 10.5
Date:
Incentive Stock Option Granted
by
LASERTRON. INC.
(hereinafter called the "Company")
to
(hereinafter called the "Holder")
under the
1992 STOCK OPTION PLAN
WITNESSETH:
For valuable consideration, the receipt of which is hereby acknowledged,
the Company hereby grants to the Holder the following option:
FIRST: Subject to the terms and conditions hereinafter set forth, the
Holder is hereby given the right and option to purchase from the Company at
the option price of $----- per share an aggregate of -------- shares of
Common Stock of the Company (par value $.01 per share) at the time and in
the manner hereinafter stated. Except as otherwise provided in this
Agreement, this option may be exercised prior to the tenth anniversary of
the date of grant (the "Expiration Date") in installments as to not more
than the number of shares and during the respective installment periods set
forth in the table below. The right of exercise shall be cumulative so that
if the option is not exercised to the maximum extent permissible during any
exercise period it shall be exercisable, in whole or in part, with respect
to all shares not so purchased at any time prior to the Expiration Date or
the earlier termination of this option.
Total Number of
Exercise Period Shares Purchasable
--------------- ------------------
On or after the date of this option
but prior to the Expiration Date:
On or after [Date] but
prior to the Expiration Date:
On or after [Date] but
prior to the Expiration Date:
This option is and shall be subject in every respect to the provisions
of the Lasertron, Inc. 1992 Stock Option Plan (the "Plan"), as amended from
time to time, which is incorporated herein by reference and made a part
hereof. In the event of any conflict or inconsistency between the terms
hereof and those of the Plan, the latter shall prevail. References herein
to the Board of Directors of the Company shall also constitute a reference
to the Committee, if any, appointed by the Board of Directors pursuant to
the Plan.
This option shall be exercised by the delivery of written notice to the
Company setting forth the number of shares with respect to which the option
is to be exercised (the "Notice"), together with (a) cash, certified check,
bank draft or postal or express money order payable to the order of the
Company, or (b) with the consent of the Board of Directors of the Company,
shares of Common Stock of the Company having a fair market value equal to
the option price of such shares, or (c) with the consent of the Board of
Directors of the Company, a combination of (a) and (b). For the purpose of
the preceding sentence, the fair market value per share of the Common Stock
so delivered to the company shall be the fair market value per share as
determined by the Board of Directors of the Company.
SECOND: As a condition precedent to any exercise of this option, the
Holder (or if any other individual or individuals are exercising this
option, such individual or individuals) shall deliver to the Company an
investment letter in form satisfactory to the Company's counsel that shall
contain, among other matters, a statement in writing that the option is
then being exercised only with a view to investment in, and not with a view
to or in connection with any resale or distribution of, the shares with
respect to which the option is then being exercised; that the Holder has
been advised that Rule 144 of the Securities and Exchange Commission (the
"Commission"), which permits the resale, subject to various terms and
conditions, of small amounts of "restricted securities" (as therein
defined) after they have been held for two years, does not now apply to the
Company because the Company is not now required to file, and does not file,
current reports under the Securities Exchange Act of 1934 (the "Exchange
Act"), nor is there publicly available information concerning the Company
substantially equivalent to that which would be available if the Company
were required to file such reports; that the Holder understands that there
is no assurance that the Company will ever become a reporting company under
the Exchange Act and that the Company has no obligation to the Holder to do
so; that the Holder and/or the Holder's attorneys, accountants, and/or
analysts have fully investigated the Company and the business and financial
conditions concerning it and have knowledge of the Company's then current
corporate activities and financial condition; and that the Holder believes
that the nature and amount of the shares being purchased by the Holder are
consistent with his investment objectives, abilities and resources. The
restriction imposed by this paragraph and any investment representation
made pursuant to this paragraph shall be inoperative upon the registration
with the Commission of the stock subject to this option or acquired through
the exercise of this option.
THIRD: Within a reasonable time following the receipt by the Company of
the option price for any shares to be purchased hereunder and the
investment letter referred to hereinabove, the Company will deliver or
cause to be delivered to the Holder (or if any other individual or
individuals are exercising this option, to such individual or individuals)
a certificate or certificates for the number of shares with respect to
which the option is then being exercised, registered in the name or names
of the individual or individuals exercising the option, against payment of
the option price of such shares; provided, however, that if any law or
regulation or order of the Commission or other body having jurisdiction in
the premises shall require the Company or the Holder (or the individual or
individuals exercising this option) to take any action in connection with
the shares then being purchased, the date for the delivery of the
certificates for such shares shall be extended for the period necessary to
take and complete such action. The Company may imprint upon said
certificate the legend set forth in the Plan or such other legends
referencing stock transfer restrictions which counsel for the Company
considers appropriate. Delivery by the Company of the certificates for
such shares shall be deemed effected for all purposes when the Company or a
stock transfer agent of the Company shall have deposited such certificates
in the United States mail, addressed to the Holder, at the address
specified in the Notice.
FOURTH: If the Company shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock dividend, or
other increase or reduction of the number of shares of the Common Stock
outstanding, in any such case without receiving compensation therefor in
money, services or property, then the number, class, and per share price of
shares of stock subject to this option shall be appropriately adjusted in
such a manner as to entitle the Holder to receive upon exercise of this
option, for the same aggregate cash consideration, the same total number
and class of shares as he would have received as a result of the event
requiring the adjustment had he exercised this option in full immediately
prior to such event.
After a merger of or consolidation of the Company and one or more
corporations in which the stockholders of the Company immediately prior to
such merger or consolidation own after such consolidation or merger shares
representing at least 50 percent of the voting power of the Company or the
surviving or resulting corporation, as the case may be, the Holder shall,
at no additional cost, be entitled upon exercise of this option to receive
in lieu of shares of Common Stock, the shares of stock or other securities
or property (including, without limitation, shares of stock or other
securities of another corporation) to which the Holder would have been
entitled pursuant to the terms of the of merger or consolidation if,
immediately prior to such merger or consolidation, the Holder had been the
holder of record of a number of shares of Common Stock equal to the number
of shares for which the Holder wishes to exercise this option.
If the Company is merged or consolidated with another corporation under
circumstances in which the stockholders of the Company immediately prior to
such merger or consolidation do not own after such merger or consolidation
shares representing at least 50 percent of the voting power of the Company
or the surviving or resulting corporation, as the case may be, or if the
Company is liquidated, or sells or otherwise disposes of substantially all
its assets while this option remains outstanding, (i) subject to the
provisions of clause (iii) below, after the effective date of such merger,
consolidation, liquidation, sale or disposition, as the case may be, the
Holder of this option shall be entitled, upon exercise of this option, to
receive, in lieu of shares of Common Stock, the shares of such stock or
other securities, cash or property (including, without limitation, shares
of stock or other securities of another corporation) to which the Holder
would have been entitled pursuant to the terms of the merger,
consolidation, liquidation, sale or disposition if, immediately prior to
such event, the Holder had been the holder of record of a number of shares
of Common Stock equal to the number for which the Holder wishes to exercise
the option; (ii) the Board of Directors may accelerate the time for
exercise of this option, so that from and after a date prior to the
effective date of such merger, consolidation, liquidation, sale or
disposition, as the case may be, specified by the Board, this option shall
be exercisable in full; or (iii) this option may be canceled by the Board
of Directors as of the effective date of such merger, consolidation,
liquidation, sale or disposition provided that (x) notice of such
cancellation shall be given to the Holder and (y) the Holder shall have the
right to exercise this option to the extent that the same is then
exercisable or, if the Board shall have accelerated the time for exercise
of this option pursuant to clause (ii) above, in full during the 30-day
period preceding the effective date of such merger, consolidation,
liquidation, sale or disposition.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services, either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock then subject to outstanding options.
FIFTH: No person shall, by virtue of the granting of this option to the
Holder, be deemed to be a holder of any shares purchasable under this
option or to be entitled to the rights or privileges of a holder of such
shares unless and until this option has been exercised with respect to such
shares and they have been issued pursuant to that exercise of this option.
The granting of this option shall not impose upon the Company any
obligation to employ or continue to employ the Holder; and the right of the
Company to terminate the employment of the Holder shall not be diminished
or affected by reason of the fact that this option has been granted to him.
The Company shall, at all times while any portion of this option is
outstanding, reserve and keep available, out of shares of its authorized
and unissued stock or reacquired shares, a sufficient number of shares of
its Common Stock to satisfy the requirements of this option; shall comply
with the terms of this option promptly upon exercise of the option rights;
and shall pay all fees or expenses necessarily incurred by the Company in
connection with the issuance and delivery of shares pursuant to the
exercise of this option.
SIXTH: This option and the rights and privileges conferred hereby shall
not be assigned, pledged, hypothecated or otherwise transferred in any
manner other than by will or the laws of descent and distribution and shall
not be subject to execution, attachment or similar process.
This option is exercisable, during the Holder's lifetime, only by the
Holder, and by such Holder only while the Holder is an employee of the
Company, its parent company or any subsidiary of the Company, except that
in the event the Company terminates the employment of the Holder without
cause and other than for death or retirement in good standing from the
employ of the Company or such parent or subsidiary for reasons of age or
disability under the then established rules of such corporation, the Holder
shall have the right to exercise this option within 30 days after the date
the Holder so ceases to be an employee of the Company or such parent or
subsidiary (but not later than the expiration date of this option) with
respect to the shares that were purchasable by the Holder by exercise of
this option at the time of such cessation of employment.
As used herein, "cause" shall mean (x) any material breach by the Holder
of any agreement to which the Holder and the Company are both parties, (y)
any act or omission to act by the Holder that may have a material and
adverse effect on the Company's business or on the Holder's ability to
perform services for the Company, including, without limitation, the
commission of any crime (other than ordinary traffic violations), or (z)
any material misconduct or material neglect of duties by the Holder in
connection with the business or affairs of the Company or any parent or
subsidiary of the Company.
In the event of the death of the Holder while in the employ of the
Company or said parent company or subsidiary and before the date of
expiration of this option, the Holder's executors, administrators, heirs or
legatees, as the case may be, shall have the right to exercise this option
at any time within 180 days after the Holder's death (but not after the
termination date of this option) with respect to the shares that were
purchasable by the Holder at the date of the Holder's death. In the event
of the retirement of the Holder in good standing for reasons of age or
disability under the then established rules of the Company or a parent or
subsidiary of the Company, the Holder shall have the right to exercise this
option at any time within 90 days after the date of said retirement (but
not after the termination date of this option) with respect to the shares
which were purchasable by the Holder at the date of said retirement.
SEVENTH: Any notice to be given to the Company hereunder shall be deemed
sufficient if addressed to the Company and delivered at the office of the
Treasurer of the Company, or such other address as the Company may
hereafter designate, or when deposited in the mail, postage prepaid,
addressed to the attention of the Treasurer of the Company at such office
or other address.
Any notice to be given to the Holder hereunder shall be deemed sufficient
if addressed to and delivered in person to the Holder at the Holder's
address furnished to the Company or when deposited in the mail, postage
prepaid, addressed to the Holder at such address.
EIGHTH: This option is subject to all laws, regulations and orders of
any governmental authority that may be applicable thereto and,
notwithstanding any of the provisions hereof, the Holder agrees that the
Holder will not exercise the option granted hereby nor will the Company be
obligated to issue any shares of stock hereunder if the exercise thereof or
the issuance of such shares, as the case may be, would constitute a
violation by the Holder or the Company of any such law, regulation or order
or any provision thereof.
NINTH: Prior to the effective date of a registration statement under the
Securities Act of 1933 covering any shares of the Company's Common Stock
and until such time as the Company shall have effected a public offering of
Common Stock, the Holder may not sell, assign, transfer, exchange, encumber
or otherwise dispose of any shares of Common Stock issued pursuant to the
exercise of this option or any interest in such shares now held or
hereafter acquired by Holder without first giving written notice thereof to
the Company identifying the proposed transferee, the purchase price, if
any, and terms of the proposed transaction, and offering such shares to the
Company for purchase by it at the same price and on the same terms. Such
offer shall be in writing and mailed, postage prepaid, or delivered to the
company at its principal office.
The Company shall have 30 days after actual receipt of such offer to
notify the Holder in writing of its intention to purchase all or any part
of such shares. If the Company elects to repurchase all or part of such
shares, the Holder shall deliver the shares, free of all encumbrances,
within 30 days of the date of acceptance of the offer to sell, against
payment therefor at the same price and according to the same terms as were
offered by the proposed transferee. If an offer has not been accepted by
the Company as to any or all offered shares within the time specified in
this Article NINTH, then the Holder shall have 120 days within which the
Holder may transfer the shares as to which the offer shall not have been
accepted, free of the restrictions imposed by this Article, to the proposed
transferee at the same price and according to the same terms as the Holder
previously notified the Company.
As long as any shares are subject to the foregoing restrictions on
transfer, the purchaser of such restricted shares sold on execution or by
order of any court shall within 90 days after such sale, and any executor,
administrator, legatees or heirs of the Holder's estate, or any trustee in
bankruptcy, receiver or other officer or legal representative appointed by
any court in whom title to any of such restricted shares shall have vested
either by operation of law or otherwise, shall within 90 days after
appointment, offer all of such restricted shares for sale to the Company at
the same price as the Holder would have been required to offer them.
The Company may inscribe on the face of any certificate representing any
of the shares issued pursuant to the exercise of this option a legend
referring to the provisions of this Article NINTH. If any transfer of
restricted shares is made or attempted in violation of the foregoing
restrictions, or if restricted shares are not offered to the Company as
required hereby, the Company shall have the right to purchase such shares
from the owner thereof or such owner's transferee at any time before or
after the transfer, as herein provided. In addition to any other legal or
equitable remedies which it may have, the Company may enforce its rights by
actions for specific performance (to the extent permitted by law) and may
refuse to recognize any transferee as one of its stockholders for any
purpose, including, without limitation, for purposes of dividend and voting
rights, until all applicable provisions hereof have been complied with.
TENTH: The Holder agrees for a period of up to 180 days from the
effective date of any registration of securities of the Company (upon
request of the Company or the underwriters managing any underwritten
offering of the Company's securities), not to sell, make any short sale of,
loan, grant any option for the purchase of, or otherwise dispose of any
shares issued pursuant to the exercise of such option, without the prior
written consent of the Company or such underwriters, as the case may be.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
in its name and on its behalf as of the date first above written.
LASERTRON, INC.
By:
Its:
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 20, 1995 appearing on
page 21 of Oak Industries Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1994.
Price Waterhouse LLP
Boston, Massachusetts
September 21, 1995
13
EXHIBIT 23.3
ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in the registration statement
on Form S-8 of Oak Industries Inc. dated September 21, 1995 of our report
dated March 22, 1995, with respect to the consolidated balance sheets of
Lasertron, Inc. and subsidiaries as of January 31, 1995 and 1994, and the
related consolidated statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended January 31,
1995, which report appears in the Form 8-K of Oak Industries Inc. dated
September 14, 1995.
KPMG Peat Marwick LLP
Boston, Massachusetts
September 21, 1995
13
