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EXHIBIT 10.9
STOCK PURCHASE OPTION
This Stock Purchase Option is granted on this 1st day of February,
2000, by XETA Corporation, an Oklahoma corporation, doing business as XETA
Technologies ("XETA"), to Larry N. Patterson ("Patterson") in conjunction with
and pursuant to the terms of his employment by XETA.
RECITALS
WHEREAS, XETA has hired Patterson as XETA's Senior Vice President,
Operations and Patterson has accepted such employment on this date and will take
office on March 1, 2000; and
WHEREAS, as an inducement to Patterson to accept such employment and as
part of the compensation to be paid to him as Senior Vice President, Operations
of the Company, XETA agreed to grant Patterson options to purchase 20,000 shares
of XETA's common stock, par value $.05 per share;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, XETA hereby grants the following Stock Purchase Option to
Patterson:
1. Option to Purchase. XETA hereby grants to Patterson the option to purchase
20,000 shares of common stock, par value $.05 per share, of XETA (the
"Options"), subject to the terms and conditions set forth herein. The shares to
be issued from time to time upon exercise of the Options shall be unregistered
and "restricted" as that term is defined in Rule 144 of the rules to the
Securities Act of 1933, as amended, unless XETA elects to register such shares
under said Act, which XETA is not obligated to do. Further, the Options are not
qualified as incentive stock options within the means of Section 422 of the
Internal Revenue Code of 1986, as amended, therefore are nonqualified options
under the Code.
2. Vesting of Options. The Options shall vest in Patterson in three installments
on the first three anniversary dates of the start of Patterson's employment with
XETA, as follows:
<TABLE>
<CAPTION>
Vested No. of Shares
------------- -------------
<S> <C> <C>
March 1, 2001 - 6,667 shares
March 1, 2002 - 6,667 shares
March 1, 2003 - 6,666 shares
</TABLE>
Any unvested Options shall terminate and become void in the event of termination
of Patterson's employment with XETA for any reason (including death).
3. Exercise of Options. The Options shall be exercisable from time to time in
whole or in part for a period of ten (10) years from and after the date of
vesting (the "Option Period"). The
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Options shall be exercisable by Patterson only and shall not be assignable or
transferable except as provided in Section 5 below. Subject to the conditions
and limitations set forth herein, the Options shall be exercisable by delivering
to XETA on any business day prior to expiration of the Option Period (i) a
written notice specifying the number of shares Patterson desires to purchase,
and (ii) cash or certified funds in payment of the exercise price. Such items
shall be sent to XETA at its corporate headquarters, addressed to the attention
of Chief Financial Officer.
4. Purchase Price. The exercise price of the Options shall be $31.0625 per
share, representing the fair market value of the Company's stock on the date of
grant.
5. Death of Patterson. In the event of the death of Patterson, any Options not
vested prior to death shall be forfeited and become void; and any Options that
were vested prior to death may be exercised by the estate of Patterson or by a
person who acquires the right to exercise such Option by bequest or inheritance
from Patterson, subject to the same conditions upon exercise to which Patterson
was subject.
6. Termination of Employment. In the event of the termination of Patterson's
employment for any reason, any options not vested prior to such termination
shall be forfeited and become void.
7. Adjustment. In the event the outstanding shares of common capital stock of
XETA as a whole are increased, decreased, changed into, or exchanged for a
different number or kind of shares or securities of XETA, whether through stock
dividends, stock splits, reclassifications, merger, or the like, an approximate
and proportionate adjustment shall be made in the number, kind and per share
exercise price of shares subject to any unexercised portion of the Options. Any
such adjustment shall be made without a change in the total price applicable to
the unexercised portion of the Options, but with a corresponding adjustment in
the price for each share covered by the Options.
IN WITNESS WHEREOF, the undersigned has caused this Stock Purchase
Option to be executed on the day and year first above written.
XETA Corporation
/s/ JON A. WIESE
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Jon A. Wiese, President
Accepted as of the 1st day of February, 2000.
/s/ LARRY N. PATTERSON
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Larry N. Patterson
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