<PAGE> 1
As Filed with the Securities and
Exchange Commission on April 22, 1998
No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PCC GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 95-3815164
(State of Incorporation) (I.R.S. Employer
Identification No.)
163 University Parkway
Pomona, California 91768
(Address of Principal Executive Offices)
PCC Group, Inc. 1992 Incentive Stock Option Plan.
PCC Group, Inc. 1992 Stock Bonus Plan.
Eight (8) Stock Option Agreements
(Full Title of the Plans)
Copy to:
Jack Wen Gary L. Blum, Esq.
163 University Parkway Law Offices of Gary L. Blum
Pomona, CA 91768 3278 Wilshire Blvd., Suite 603
Telephone (909) 869-6133 Los Angeles, CA 90010
Facsimile (909) 869-6128 Telephone (213) 381-7450
(Name, Address and Telephone Facsimile (213) 384-1035
Number of Agent for Service)
1
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Title of Offering Maximum Amount of
Securities to Amount to be Price Per Aggregate Registration
Title of Plan be Registered Registered Share Offering Fee
- ------------- ------------- ----------------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C>
1992 Incentive Stock Common Shares 100,000[1][2][3] $4.50 $ 450,000 $155.17
Option Plan
1992 Bonus Stock Option Common Shares 200,000[1][2][3] $4.50 $ 900,000 $310.35
Plan
Stock Option Agreements Common Shares 40,000[4] $1.50 $ 60,000 $ 20.69
(two)
Stock Option Agreements Common Shares 40,000[4] $2.00 $ 80,000 $ 27.59
(two)
Stock Option Agreement Common Shares 20,000[4] $3.50 $ 70,000 $ 24.14
(one)
Stock Option Agreement Common Shares 72,700[4] $1.375 $ 99,963 $ 32.75
(one)
Stock Option Agreement Common Shares 227,30000[4] $1.25 $ 284,125 $ 97.97
(two)
TOTAL 700,000 $1,939,088 $668.66
</TABLE>
This Registration Statement, including exhibits, consists of 68 sequentially
numbered pages. The Index to Exhibits appears on sequentially numbered page 8.
- ------------------
(Footnotes)
[1] Calculated pursuant to Rule 457(h).
[2] Shares subject to options not yet granted pursuant to such Plan.
[3] Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of shares as may become subject to option under such
Plan as a result of the adjustment provisions thereof.
[4] Shares subject to options previously granted pursuant to such Plan.
2
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
ITEM 2. REGISTRANT INFORMATION
The information required by Items 1 and 2 of Part I are not filed as
part of this Registration Statement pursuant to the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of PCC Group, Inc. (the "Company"), previously
filed with the Securities and Exchange Commission, are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
above reference to the Company's Annual Report on Form 10-K.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
reregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
NOT APPLICABLE.
3
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California General Corporation Law ("CGCL") provides
that a corporation may 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 or investigative (other than an
action by or in the right of the corporation) by reason of the fact that he 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 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 if he acted in good faith and in a manner
he reasonably believed to be in 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. Section 317 further provides that a corporation
similarly may indemnify any such person serving in any such capacity who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action by or in the right of the corporation to procure a judgment in
its favor, against expenses actually and reasonably incurred in connection with
the defense or settlement of such action or suit 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 expect that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that such court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnification for
such expenses which the court shall deem proper.
Section 204(a)(10) of the CGCL permits a corporation to include in its
articles of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that (A) such
provision shall not eliminate or limit the liability of a director (i) for acts
of omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) for acts of omissions that a director believes to be
contrary to the best interests of the corporation or its shareholders or that
involve the absence of good faith on the part of the director, (iii) for any
transaction from which a director derived an improper personal benefit, (iv) for
acts or omissions that show a reckless disregard for the director's duty to the
corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, or a risk or serious injury to the corporation or its
shareholders, (v) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, (vi) under Section 310, or (vii) under Section
316, (B) no such provision shall eliminate or limit the liability of a director
for any act or omission occurring prior to the date when the provision becomes
effective, and (C) no such provision shall eliminate or limit the liability of
an officer for any act or omission as an officer, notwithstanding that the
officer is also a director or that his or her actions, if negligent or improper,
have been ratified by the directors.
The Registrant's Articles of Incorporation provide that the Company's
Directors shall not be liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director to the fullest extent
permitted by the California General Corporation Law.
4
<PAGE> 5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the Index to Exhibits at Page 8 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, represents 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) do
not apply if the Registration Statement is on Form S-3
or Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of this
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 at
the time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
5
<PAGE> 6
B. The undersigned registrant 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 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at the 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 Company pursuant to the foregoing provisions
described under Item 6 above, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted against the Company by
such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Pomona, State of California on the ____ day of April
1998.
PCC GROUP, INC.
BY: /s/ JACK WEN
-----------------------------------
JACK WEN
CHIEF EXECUTIVE OFFICER
6
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the _____ day of April 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
/S/ JACK WEN CHAIRMAN OF THE BOARD AND DIRECTOR
- -----------------------------
JACK WEN
/S/ GARY L. BLUM DIRECTOR
- -----------------------------
GARY L. BLUM
/S/ GEORGE RODDA, JR. DIRECTOR
- -----------------------------
GEORGE RODDA, JR.
/S/ LAURO VALDOVINOS CHIEF FINANCIAL OFFICER
- -----------------------------
LAURO VALDOVINOS
</TABLE>
7
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------- ----------- -------------
<S> <C> <C>
4.1 1992 Incentive Stock Option Plan
4.2 Form of 1992 Incentive Stock Option
Agreement
4.3 1993 Stock Bonus Plan
4.4 Director Stock Option Agreement
between Registrant and Gary Blum
dated 2/10/96
4.5 Stock Option Agreement
between Registrant and Lauro Valdovinos
dated 2/10/96
4.6 Director Stock Option Agreement
between Registrant and George Rodda, Jr.
dated 2/10/96
4.7 Director Stock Option Agreement
between Registrant and George Rodda, Jr.
dated 2/10/96
4.8 Director Stock Option Agreement
between Registrant and George Rodda, Jr.
dated 2/14/97
4.9 Incentive Stock Option Agreement
between Registrant and Jack Wen
dated 1/4/95
4.10 Non Qualified Stock Option Agreement
between Registrant and Jack Wen
dated 1/4/95
4.11 Incentive Stock Option Agreement
between Registrant and Roger Chou
dated 1/4/95
</TABLE>
8
<PAGE> 9
<TABLE>
<S> <C> <C>
5.1 Opinion of Law Offices of Gary L. Blum
23.1 Consent of Law Offices of Gary L. Blum
(Included in Exhibit 5.1)
23.2 Consent of BDO Seidman
</TABLE>
9
<PAGE> 1
EXHIBIT 4.1
PCC GROUP, INC. STOCK BONUS PLAN
GENERAL PLAN INFORMATION
On September 21, 1992, the Board of Directors of PCC Group, Inc., a
California corporation (the "Company") adopted the PCC Group, Inc. Stock Bonus
Plan (the "Plan"), providing for the granting to selected key employees and
advisors of the Company and its subsidiary corporations of bonuses of not more
than 200,000 shares of Common Stock, par value $.01 per share, of the Company
(the "Common Stock").
PURPOSE OF THE PLAN
The purpose of the plan is to provide greater incentive to such key
employees and advisors of the Company and its subsidiaries as may be designated
for participation in the Plan by encouraging them to acquire a new or an
additional share ownership in the Company, thus increasing their proprietary
interest in the Company's business and providing them with an increased personal
interest in the Company's continued success and progress. Accordingly, the
Company will, from time to time during the effective period of the Plan, issue
to such key employees and advisors as may be selected to participate in the Plan
shares of Common Stock in consideration of their prior service to the Company or
its subsidiaries on the terms and subject to the conditions of the Plan.
ADMINISTRATION OF THE PLAN
The Plan is administered by the Compensation Committee of the Board of
Directors of the Company (the "Committee"). The Committee will be composed of no
fewer than two (2) members of the Board of Directors of the Company who will be
designated by the Board of Directors. Members of the Committee receive no
additional compensation for their service on the Committee.
The Committee is authorized to (i) select the key employees and advisors
who will receive bonuses of Common Stock; (ii) to determine the number of shares
of Common Stock to be issued as a bonus; (iii) to determine the time the bonuses
will be granted; (iv) to adopt, amend and rescind such rules and regulations as,
in the Committee's opinion, may be advisable in the administration of the Plan;
and (v) to construe and interpret the Plan, the rules and regulations and the
instruments evidencing bonuses granted under the Plan, and to make all of the
determinations deemed necessary or advisable for the administration of the Plan.
1
<PAGE> 2
EMPLOYEES ELIGIBLE FOR OPTIONS
Bonuses may be granted from time to time in the discretion of the Committee
only to such key employees and advisors of the Company or of a subsidiary
corporation of the Company whose initiative and efforts contribute or may be
expected to contribute to the Company's continued growth and future success,
including key employees and advisors who also may be members of the Board of
Directors or officers. Members of the Committee may not be able to participate
in the Plan, or to receive bonuses under it while serving on the Committee. The
Committee may grant more than one bonus to the same employee. No bonus may be
issued to any employee during any period of time when he is on leave of absence.
SHARES SUBJECT TO THE PLAN
The shares to be issued or granted under the Plan will be shares of Common
Stock, par value $.01 per share, of the Company. The aggregate number of shares
of Common Stock which may be issued or granted as bonuses under the Plan is
200,000. Either treasury or authorized and unissued shares, or both, in such
amount or amounts, within the maximum limits of the Plan, as the Board of
Directors shall from time to time determine, may be so issued.
In the event that subsequent to the date of adoption of the Plan by the
Board of Directors the outstanding shares of Common Stock should, as a result of
a stock split, stock dividend, combination or exchange of shares, exchange for
other securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or other such change, be increased, decreased or
changed into or exchanged for a different number of kind of shares of stock or
other securities of the Company or of another corporation, then there shall
automatically be substituted for each share of Common Stock available for
additional bonuses under the Plan the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock shall be
changed or for which or for each share of Common Stock shall be exchanged.
2
<PAGE> 3
AMENDMENTS TO THE PLAN
----------------------
The Committee is authorized to interpret the Plan and from time to time
adopt any rules and regulations for carrying out the Plan that it may deem
advisable. Subject to the approval of the Board of Directors of the Company,
the Committee may at any time amend, modify, suspend or terminate the Plan. In
no event, however, without the approval of shareholders, may any action of the
Committee or the Board of Directors result in: (i) amending, modifying or
altering the eligibility requirements; or (ii) increasing or decreasing, except
as set forth in "SHARES SUBJECT TO THE PLAN" above, the maximum number of
shares as to which options may be granted.
TERMINATION OF THE PLAN
-----------------------
The Plan will terminate on September 30, 2002.
FEDERAL INCOME TAX CONSEQUENCES
-------------------------------
Upon awarding a bonus pursuant to the Plan to a person who is not a
director, officer or owner of 10% or more of the Company's Common Stock, the
Company will be entitled to a Federal income tax deduction in an amount equal
to the fair market value of the Common Stock at the date of such bonus. A
recipient of a bonus who is not a director, officer or owner of 10% or more of
the Company's Common Stock will realize ordinary income for Federal income tax
purposes in an amount equal to the fair market value of the shares of Common
Stock received by such a person on the date of such bonus. When the recipient
of the bonus is a director, officer or owner of 10% or more of the Company's
Common Stock, the recipient will not realize income at the time of the bonus
unless he makes the election discussed hereinafter, but the fair market value
of the shares on a date six (6) months after the date of exercise will be taxed
at ordinary income tax rates at the time, and the Company will be entitled to a
tax deduction for a like amount. The recipient may elect, within thirty (30)
days after the issuance of shares pursuant to a bonus (which the Internal
Revenue Service may assert occurs upon the date of grant of a bonus), to treat
the fair market value of the shares on the date of issuance as ordinary income
at that time, and the Company will be entitled to a deduction for like amount.
If this election is made, no additional income will be realized by the
recipient on the date six (6) months after the date of issuance.
3
<PAGE> 4
Upon receipt of a bonus, the Company shall have the right to require such
employee or such other person to pay the Company the amount of any taxes which
the Company may be required to withhold with respect to such bonus shares.
RESALE RESTRICTIONS
-------------------
The shares of Common Stock will be registered under the Securities Act of
1933 (the "Securities Act") on Form S-8 for issuance to the employees. However,
the shares have not been registered for resale by the employees. If an employee
is a member of the Board of Directors of the Company or an officer of the
Company, he may be deemed to be an affiliate of the Company and resales of
shares may be generally only be effected in compliance with the provisions of
Rule 144 promulgated under the Securities Act. Rule 144 limits the amount of
securities which may be sold by an affiliate of an issuer during any three (3)
month period to an amount equal to or greater of one (1) percent of the
outstanding securities of such class through the average weekly trading volume
for the shares during the four-week period preceding the date of the proposed
sale. In addition, the rule imposes certain manner of sale and notice
requirements with respect to transactions in the Company's securities.
Directors and officers of the Company should also be aware that the
acquisitions or disposition of shares will acquire compliance with the
reporting provisions of Section 16(a) of the Securities Exchange Act of 1934
(the "Act"). Moreover, under Section 16(b) of the Act, Directors and officers
of the Company will be required to discourage any profits earned in connection
with the purchase and sale, or sale and purchase, of any class of the Company's
equity securities within a six-month period.
As a consequence of the foregoing provisions of the federal securities
law, those employees who are members of the Board of Directors of the Company
or officers of the Company should contact the Company prior to engaging in any
transaction in the shares or any other class of the Company's securities.
4
<PAGE> 1
EXHIBIT 4.2
EXHIBIT A
PCC GROUP, INC. 1992
INCENTIVE STOCK OPTION PLAN
1. PURPOSE.
This PCC Group, Inc. Incentive Stock Option Plan (the "Plan") is
intended to allow designated employees, executive officers and other corporate
and divisional officers (all of whom are sometimes collectively referred to
herein as "Employees") of PCC Group, Inc., a California corporation ("PCCG") and
such Subsidiaries being together referred to herein as the "Company") to
receive certain options ("Stock Options") to purchase PCCG's common stock, $.01
par value (the "Common Stock"), as herein provided. "Subsidiary" shall mean
each corporation which is a "subsidiary corporation" of PCCG, within the
definition contained in Section 425(f) of the Internal Revenue Code of 1986, as
amended (the "Code"). The purpose of the Plan is to provide Employees with
additional incentives to make significant and extraordinary contributions to
the long-term performance and growth of the Company and to attract and retain
Employees of exceptional ability.
2. ADMINISTRATION.
2.1 The Plan shall be administered by the Compensation Committee of
the Board of Directors (the "Committee") consisting of two or more Board
members, each of whom is a "disinterested person" as that term is defined in
Rule 16b-3(c)(2)(i) promulgated by the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"). Nothwithstanding the foregoing, no action of the Committee shall be
invalid if the "disinterested persons" requirement in the preceding sentence is
not met. The Committee shall select one of its members as Chairman and shall
act by vote of a majority of a quorum, or by unanimous written consent. A
majority of its members shall constitute a quorum. The Committee shall be
governed by the provisions of PCCG's Bylaws and of California law applicable to
the Board of Directors, except as otherwise provided herein or determined by
the Board of Directors.
2.2 The Committee shall have full and complete authority, in its
discretion, but subject to the express provisions of the Plan: to designate the
Employees to be granted Stock Options; to determine the number of Stock Options
to be granted to an Employee; to determine the time or times at which Stock
Options shall be granted; to establish the terms and conditions upon which
Stock Options may be exercised; to remove or adjust any restrictions and
conditions upon Stock Options; to specify, at the time of grant, provisions
relating to exercisability of Stock Options and to accelerate or otherwise
modify the exercisability of any Stock Options; and to adopt such rules and
regulations and to make all other determinations deemed necessary or desirable
for the administration of the Plan. All interpretations and constructions of
<PAGE> 2
the Plan by the Committee, and all of its actions hereunder, shall be binding
and conclusive on all persons for all purposes.
2.3 The Company hereby agrees to indemnify and hold harmless each
Committee member and each employee of the Company, and the estate and heirs of
such Committee member or employee, against all claims, liabilities, expenses,
penalties, damages or other pecuniary losses, including legal fees incurred by
such Committee member or employee, which such Committee member or employee, or
his or her estate or heirs may suffer as a result of his or her
responsibilities, obligations or duties in connection with the Plan, to the
extent that insurance, if any, does not cover the payment of such items.
3. ELIGIBILITY AND PARTICIPATION.
Employees eligible under the Plan shall be those Employees who are in
positions which enable them to make significant and extraordinary contributions
to the long-term performance and growth of the Company. In selecting Employees
to whom Stock Options may be granted, consideration shall be given to factors
such as employment position, duties and responsibilities, ability,
productivity, length of service, morale, interest in the Company and
recommendations of supervisors. No member of the Committee shall be eligible to
participate under the Plan or under any other Company plan if such
participation would contravene the standard of paragraph 2.1 above relating to
"disinterested persons."
4. GRANTS.
The Committee may grant Stock Options in such amounts, at such times,
and to such Employees as the Committee, in its discretion, may determine. Stock
Options granted under the Plan shall constitute "incentive stock options"
within the meaning of Section 422A of the Code, if so designated by the
Committee on the date of grant. The Committee shall also have the discretion to
grant Stock Options which do not constitute incentive stock options and any
such Stock Options shall be designated non-statutory stock options by the
Committee on the date of grant. The aggregate fair market value (determined as
of the time an incentive stock option is granted) of the Common Stock with
respect to which incentive stock options are exercisable for the first time by
any Employee during any one calendar year (under all plans of the Company and
any parent or subsidiary of the Company) may not exceed the maximum amount
permitted under Section 422A of the Code (currently $100,000.00). Non-statutory
stock options shall not be subject to the limitations relating to incentive
stock options contained in the preceding sentence. Subject to the provisions of
paragraph 11 hereof, the number of shares of Common Stock issued and issuable
pursuant to the exercise of Stock Options granted hereunder shall not exceed
500,000. Each Stock Option shall be evidenced by a
-2-
<PAGE> 3
written agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom
the Stock Option is granted. If a Stock Option expires, terminates or is
cancelled for any reason without having been exercised in full, the shares of
Common Stock not purchased thereunder shall again be available for purposes of
the Plan.
5. PURCHASE PRICE.
The purchase price (the "Exercise Price") of shares of Common Stock
subject to each Stock Option ("Option Shares") shall (i) be equal to the fair
market value ("Fair Market Value") of such shares on the date of grant of such
Stock Option for incentive stock options and (ii) be determined by the
Committee in its sole and absolute discretion on the date of grant of such
Stock Option for non-statutory stock options. Notwithstanding the foregoing,
the Exercise Price of Option Shares subject to an incentive stock option
granted to an Employee who at the time of grant owns stock possessing more than
10% of the total combined voting power of all classes of stock of the Company
or of any parent or Subsidiary shall be at least equal to 110% of the Fair
Market Value of such shares on the date of grant of such Stock Option. The Fair
Market Value of a share of Common Stock on any date shall be equal to the
closing price of the Common Stock for the last preceding day on which PCCG's
shares were traded, and the method for determining the closing price shall be
determined by the Committee.
6. OPTION PERIOD.
The Stock Option period (the "Term") shall commence on the date of
grant of the Stock Option and shall be ten years or such shorter period as is
determined by the Committee. Notwithstanding the foregoing, the Term of an
incentive stock option granted to an Employee who at the time of grant owns
stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of any parent or subsidiary shall not exceed
five years. Each Stock Option shall provide that it is exercisable over its
term in such periodic installments as the Committee in its sole discretion may
determine. Such provisions need not be uniform. Notwithstanding the foregoing,
but subject to the provisions of paragraphs 2.2 and 11.3, Stock Options granted
to Employees who are subject to the reporting requirements of Section 16(a) of
the Exchange Act ("Section 16 Reporting Persons") shall not be exercisable
until at least six months and one day from the later of the date (i) the Stock
Option is granted or (ii) the shareholders of PCCG approve this Plan. If an
Employee shall not in any period purchase all of the Option Shares which the
Employee is entitled to purchase in such period, the Employee may purchase all
or any part of such Option Shares at any time prior to the expiration of the
Stock Option.
-3-
<PAGE> 4
7. EXERCISE OF OPTIONS.
7.1 Each Stock Option may be exercised in whole or in part (but not
as to fractional shares) by delivering it for surrender or endorsement to the
Company, attention of the Corporate Secretary, at the principal office of the
Company, together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by paragraph 7.2. Payment may be
made (i) in cash, (ii) by cashier's or certified check, (iii) by surrender of
previously owned shares of the Company's Common Stock valued pursuant to
paragraph 5 (if the Committee authorizes payment in stock) or (iv) by delivery
of a promissory note (having such terms as are determined by the Committee)
secured by the Option Shares being acquired (if the Committee authorizes
payment by means of a promissory note).
7.2 Exercise of each Stock Option is conditioned upon the agreement
of the Employee to the terms and conditions of this Plan and of such Stock
Option as evidenced by the Employee's execution and delivery of a Notice and
Agreement of Exercise in a form to be determined by the Committee in its
discretion. Such Notice and Agreement of Exercise shall set forth the agreement
of the Employee that: (a) no Option Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933 (the "Securities Act")
or any other applicable federal or state securities laws, (b) each Option Share
certificate may be imprinted with legends reflecting any applicable federal and
state securities law restrictions and conditions, (c) the Company may comply
with said securities law restrictions and issue "stop transfer" instructions to
its Transfer Agent and Registrar without liability and (d) if the Employee is a
Section 16 Reporting Person, the Employee will furnish to the Company a copy of
each Form 4 or Form 5 filed by said Employee and will timely file all reports
required under federal securities laws.
7.3 No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and state
securities laws, and all other legal requirements, have been fully complied
with. The Company will use reasonable efforts to maintain the effectiveness of
a Registration Statement under the Securities Act for the issuance of Stock
Options and shares acquired thereunder, but there may be times when no such
Registration Statement will be currently effective. The exercise of Stock
Options may be temporarily suspended without liability to the Company during
times when no such Registration Statement is currently effective, or during
times when, in the reasonable opinion of the Committee, such suspension is
necessary to preclude violation of any requirements of applicable law or
regulatory bodies having jurisdiction over the Company. If any Stock Option
would expire for any reason except the end of its term during such a
suspension, then if exercise of such Stock Option is duly tendered before its
expiration, such Stock shall be
-4-
<PAGE> 5
exercisable and exercised (unless the attempted exercise is withdrawn) as of
the first day after the end of such suspension. The Company shall have no
obligation to file any Registration Statement covering resales of Option Shares.
8. EMPLOYMENT REQUIREMENTS.
Except as provided in paragraph 10 below, an Employee may not exercise
a Stock Option unless from the date of grant to the date of exercise such
Employee remains continuously in the employ of the Company. For purposes of this
Paragraph 8, the period of continuous employment of an Employee with the Company
shall be deemed to include (without extending the term of the Stock Option) any
period during which such Employee is on leave of absence with the consent of the
Company, provided that such leave of absence shall not exceed three (3) months
and that such Employee returns to the employ of the Company at the expiration of
such leave of absence. If such Employee fails to return to the employ of the
Company at the expiration of such leave of absence, such Employee's employment
with the Company shall be deemed terminated as of the date such leave of absence
commenced. The continuous employment of an Employee with the Company shall also
be deemed to include any period during which such Employee is a member of the
Armed Forces of the United States, provided that such Employee returns to the
employ of the Company within ninety (90) days (or such longer period as may be
prescribed by law) from the date such Employee first becomes entitled to
discharge. If an Employee does not return to the employ of the Company within
ninety (90) days (or such longer period as may be prescribed by law) from the
date such Employee first becomes entitled to discharge, such Employee's
employment with the Company shall be deemed to have terminated as of the date of
such Employee's military service ended.
9. RESTRICTIONS ON TRANSFER.
Each Stock Option granted under this Plan shall be transferable only
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order (as defined in the Code). No interest of any Employee
under the Plan shall be subject to attachment, execution, garnishment,
sequestration, the laws of bankruptcy or any other legal or equitable
process. Each Stock Option granted under this Plan shall be exercisable during
an Employee's lifetime only by such Employee or by such Employee's legal
representative.
10. TERMINATION OF EMPLOYMENT.
10.1 Upon an Employee's Retirement, Disability or death, (a) all
Stock Options to the extent then presently exercisable shall remain in full
force and effect and may be exercised pursuant to the provisions thereof,
including expiration at the end of the fixed term thereof, and (b) unless
otherwise provided by the
-5-
<PAGE> 6
Committee, all Stock Options to the extent not then presently exercisable by
such Employee shall terminate as of the date of such termination of employment
and shall not be exercisable thereafter.
10.2 Upon the termination of the employment of an Employee with the
Company for any reason other than the reasons set forth in paragraph 10.1
hereof, (a) all Stock Options to the extent then presently exercisable by such
Employee shall remain exercisable only for a period of ninety (90) days after
the date of such termination of employment (except that the ninety (90) day
period shall be extended to twelve (12) months if the Employee shall die during
such ninety (90) day period), and may be exercised pursuant to the provisions
thereof, including expiration at the end of the fixed term thereof, and (b)
unless otherwise provided by the Committee, all Stock Options to the extent not
then presently exercisable by such Employee shall terminate as of the date of
such termination of employment and shall not be exercisable thereafter.
10.3 For purposes of this Plan:
10.3.1 "Retirement" shall mean an Employee's retirement from the
employ of the Company on or after the date on which such Employee attains the
age of sixty-five (65) years; and
10.3.2 "Disability" shall mean total and permanent incapacity of
an Employee, due to physical impairment or legally established mental
incompetence, to perform the usual duties of such Employee's employment with
the Company, which disability shall be determined: (i) on medical evidence by a
licensed physician designated by the Committee, or (ii) on evidence that the
Employee has become entitled to receive primary benefits as a disabled employee
under the Social Security Act in effect on the date of such disability.
11. ADJUSTMENTS UPON CHANGE IN CAPITALIZATION.
11.1 The number and class of shares subject to each outstanding Stock
Option, the Exercise Price thereof (but not the total price), the maximum
number of Stock Options that may be granted under the Plan, and the minimum
number of shares as to which a Stock Option may be exercised at any one time,
shall be proportionately adjusted in the event of any increase or decrease in
the number of issued shares of Common Stock which results from a split-up or
consolidation of shares, payment of a stock dividend or dividends exceeding a
total of five percent (5%) for which the record dates occur in any one fiscal
year, a recapitalization (other than the conversion of convertible securities
according to their terms), a combination of shares or other like capital
adjustment, so that upon exercise of the Stock Option, the Employee shall
receive the number and class of shares such Employee would have received had
such Employee been the holder of the number of shares of Common Stock for which
the Stock Option is
-6-
<PAGE> 7
being exercised upon the date of such change or increase or decrease in the
number of issued shares of the Company.
11.2 Upon a reorganization, merger of consolidation of the Company with
one or more corporations as a result of which PCCG is not the surviving
corporation, or in which PCCG survives as a wholly-owned subsidiary of another
corporation, or upon a sale of all or substantially all of the property of the
Company to another corporation, or any dividend or distribution to stockholders
of more than ten percent (10%) of the Company's assets, adequate adjustment or
other provisions shall be made by the Company or other party to such transaction
so that there shall remain and/or be substituted for the Option Shares provided
for herein, the shares, securities or assets which would have been issuable or
payable in respect of or in exchange for such Option Shares then remaining, as
if the Employee had been the owner of such shares as of the applicable date. Any
securities so substituted shall be subject to similar successive adjustments.
11.3 In the sole discretion of the Committee, Stock Options may include
provisions, on terms (which need not be uniform) authorized by the Committee in
its sole discretion, that accelerate the Employees' rights to exercise Stock
Options upon a sale of substantially all of the Company's assets, the
dissolution of PCCG or upon a change in the controlling shareholder interest in
PCCG resulting from a tender offer, reorganization, merger or consolidation or
from any other transaction or occurrence, whether or not similar to the
foregoing.
12. WITHHOLDING TAXES.
The Company shall have the right at the time of exercise of any Stock
Option to make adequate provision for any federal, state, local or foreign
taxes which it believes are or may be required by law to be withheld with
respect to such exercise ("Tax Liability"), to ensure the payment of such Tax
Liability. The Company may provide for the payment of any Tax Liability by any
of the following means or a combination of such means, as determined by the
Committee in its sole and absolute discretion in the particular case: (i) by
requiring the Employee to tender a cash payment to the Company, (ii) by
withholding from the Employee's salary, (iii) by withholding from the Option
Shares which would otherwise be issuable upon exercise of the Stock Option that
number of Option Shares having an aggregate fair market value (determined in
the manner prescribed by paragraph 5) as of the date the withholding tax
obligation arises which is equal to the Employee's Tax Liability or (iv) by any
other method deemed appropriate by the Committee. Satisfaction of the Tax
Liability of a Section 16 Reporting Person may be made by the method of payment
specified in clause (iii) above only if the following two conditions are
satisfied:
-7-
<PAGE> 8
(a) the withholding of Option Shares and the exercise of the related
Stock Option occurs at least six months and one day following the date of grant
of such Stock Option; and
(b) the withholding of Option Shares is made either (i) pursuant to
an irrevocable election ("Withholding Election") made by such Employee at least
six months in advance of the withholding of Option Shares or (ii) on a day
within a ten-day "window period" beginning on the third business day following
the date of release of the Company's quarterly or annual summary statement of
sales and earnings.
Anything herein to the contrary notwithstanding, a Withholding Election may be
disapproved by the Committee at any time.
13. RELATIONSHIP TO OTHER EMPLOYEE BENEFIT PLANS.
Stock Options granted hereunder shall not be deemed to be salary or
other compensation to any Employee for purposes of any pension, thrift,
profit-sharing, stock purchase or any other employee benefit plan now
maintained or hereafter adopted by the Company.
14. AMENDMENTS AND TERMINATION.
The Board of Directors may at any time suspend, amend or terminate
this Plan. No amendment or modification of this Plan may be adopted, except
subject to shareholder approval, which would: (a) materially increase the
benefits accruing to Employees under this Plan, (b) materially increase the
number of securities which may be issued under this Plan (except for
adjustments pursuant to paragraph 11 hereof), or (c) materially modify the
requirements as to eligibility for participation in the Plan.
15. SUCCESSORS IN INTEREST.
The provisions of this Plan and the actions of the Committee shall be
binding upon all heirs, successors and assigns of the Company and of Employees.
16. OTHER DOCUMENTS.
All documents prepared, executed or delivered in connection with this
Plan shall be, in substance and form, as established and modified by the
Committee or by persons under its direction and supervision; provided, however,
that all such documents shall be subject in every respect to the provisions of
this Plan, and in the event of any conflict between the terms of any such
document and this Plan, the provisions of this Plan shall prevail. All Stock
Options granted under the Plan shall be evidenced by written agreements
executed by the Company and the Employees to whom the Stock Options have been
granted. Each agreement shall specify
-8-
<PAGE> 9
whether a Stock Option is an incentive stock option or a non-statutory stock
option.
17. NO OBLIGATION TO CONTINUE EMPLOYMENT.
This Plan and grants hereunder shall not impose any obligation on the
Company to continue to employ any Employee. Moreover, no provision of this Plan
or any document executed or delivered pursuant to this Plan shall be deemed
modified in any way by any employment contract between an Employee (or other
employee) and the Company.
18. MISCONDUCT OF AN EMPLOYEE.
Notwithstanding any other provision of this Plan, if an Employee
commits fraud or dishonesty towards the Company or wrongfully uses or discloses
any trade secret, confidential data or other information proprietary to the
Company, or intentionally takes any other action materially inimical to the
best interests of the Company, as determined by the Committee, in its sole and
absolute discretion, such Employee shall forfeit all rights and benefits under
this Plan.
19. TERM OF PLAN.
This Plan was adopted by the Board effective December 15, 1992. No
Stock Option may be granted under this Plan after December 15, 2002.
20. GOVERNING LAW.
This Plan shall be construed in accordance with, and governed by, the
laws of the State of California.
21. SHAREHOLDER APPROVAL.
No Stock Option shall be exercisable unless and until the
shareholders of PCCG have approved this Plan and all other legal requirements
have been fully complied with.
22. PRIVILEGES OF STOCK OWNERSHIP.
The holder of a Stock Option shall not be entitled to the privileges
of stock ownership as to any shares of the Company Common Stock not actually
issued to such holder.
23. COMPLIANCE WITH RULE 16b-3.
Transactions under this Plan with Section 16 Reporting Persons are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act. To the extent any provision of the Plan or
action by the Committee fails to so
-9-
<PAGE> 10
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.
IN WITNESS WHEREOF, this Plan has been executed effective as of the 15th
day of December, 1992.
PCC GROUP, INC.
By /s/ JACK WEN
-------------------------------
Jack Wen, Chief Executive Officer
and President
-10-
<PAGE> 1
EXHIBIT 4.3
STOCK OPTION AGREEMENT
UNDER
PCC GROUP, INC.
1992 STOCK OPTION PLAN
This Stock Option Agreement is dated _________, 19__ (the "Date of Grant"
hereof), and entered into between PCC Group, Inc. ("PCCG"), and ("Optionee").
It is not intended to be an Incentive Stock Option as defined at Section 422A
of the Internal Revenue Code, as amended.
The Compensation Committee of the PCCG Board of Directors has been
appointed and designated by the Board of Directors of PCCG as the Committee to
administer its 1992 Stock Option Plan ("Plan). The Committee has granted to
Optionee an option to purchase all or any portion of ________ shares of Common
Stock of PCCG (the "Option") pursuant to the definitions and provisions of the
Plan.
To evidence the Option so granted, and to set forth its terms and
conditions as provided in the Plan, PCCG and the Optionee hereby agree as
follows:
1. Option Price.
The Option Price is $______ for each share, as determined by the Committee
in accordance with the provisions of the Plan.
2. Exercise of Option.
This Option shall be exercisable, subject to the provisions hereof and of
the Plan, as follows:
2.1 Term for Exercise. This Option may be exercised after the effective
date hereof, in the following installments:
<TABLE>
<CAPTION>
Cumulative
Percentage of Total
Shares Subject to
Period of Continuous Employment Option Which May Be
After Date of Grant of Option Exercised
- ------------------------------- -------------------
<S> <C>
Six months and one day 100%
</TABLE>
The shares of Common Stock available for exercise may be purchased, subject to
the provisions hereof, at any time and from time to time after they become
exercisable and prior to the expiration of the Option as specified at Section
2.6 hereof.
2.2 Who May Exercise. During the lifetime of Optionee, this Option may
be exercised only by him. If Optionee shall die during
<PAGE> 2
his employment by Company (as defined in the Plan), and prior to the expiration
date specified at Section 2.6 hereof, the Option may be exercised to the extent
of the number of shares available for exercise by the Optionee on the date of
his death, by the person or persons to whom Optionee's right hereunder shall
pass by will or by the laws of descent and distribution, at any time prior to
its termination.
2.3 Method of Exercise. This Option shall be exercisable by a written
notice, which shall:
(a) state the election to exercise this Option, the number of shares
with respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one, the
names, addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be
required by counsel for PCCG;
(c) be signed by the person or persons entitled to exercise this
Option and, if this Option is being exercised by any person or persons other
than the Optionee, be accompanied by proof satisfactory to counsel for PCCG
of the right of such person or persons to exercise the Option; and
(d) be delivered in person or by certified mail to the Secretary of
PCCG, together with payment for such shares as specified below.
The obligation of PCCG to deliver Common Stock upon exercise of this
Option shall be subject to applicable federal, state or local tax withholding
requirements, and to all other laws, including wage and salary controls, and
compliance with all securities laws.
2.4 Payment for Shares. Upon exercise of this Option, payment of the
purchase price shall be made to PCCG in cash or, at the discretion of the
Committee, through the delivery to PCCG of a promissory note equal in principal
amount to the Option Price, or through the delivery of shares of Common Stock
of PCCG held by the Optionee with a value equal to the Option Price. The fair
market value of shares tendered in exchange will be determined in such
appropriate manner as may be provided for by the Committee or as may be
required in order to comply with or to conform to the requirements of any
applicable or relevant laws or regulations.
2
<PAGE> 3
2.5 Restrictions on Exercise.
2.5.1 The minimum number of shares with respect to which this
Option may be exercised at any one time is ten (10) shares, unless the number
purchased is the total number at the time available for purchase. This Option
may be exercised only with respect to full shares of Common Stock; no
fractional shares will be issued.
2.5.2 This Option may not be exercised if the issuance of shares
upon such exercise would constitute a violation of any applicable federal or
state securities or other law or valid regulation.
2.5.3 PCCG may (but need not) require as a condition to the
exercise of this Option in whole or in part, at any time, that the Optionee (or
any person exercising the Option after Optionee's death, in accordance with the
provisions hereof) represent to PCCG that he is acquiring the Common Stock to
be issued to him upon such exercise for his own account for investment only and
not with a view to distribution and, in any such event, each stock certificate
issued to represent such Common Stock may bear a legend on its face giving
notice of the restrictions on transfer thereof imposed by the Securities Act of
1933 or otherwise by federal and/or state law.
2.5.4 This Option may not be exercised after its termination.
2.6 Termination of Option. This Option shall be terminated and may
thereafter not be exercised:
2.6.1 Ninety (90) days after the date Optionee's employment by
Company is terminated for any reason other than the death, Disability (as
defined in the Plan) or Retirement (as defined in the Plan) of Optionee except
that such ninety (90) day period shall be extended to twelve (12) months if
Optionee shall die during the ninety (90) day period;
2.6.2 Immediately upon a determination by the Committee that
Optionee has committed misconduct as provided in Section 16 of the Plan; or
2.6.3 Five (5) years from the date it was granted.
To the extent any portion of this Option is not presently exercisable on the
date that Optionee's employment with Company terminates for any reason, such
portion of this Option automatically terminates and is not exercisable
thereafter.
3
<PAGE> 4
3. Transferability of Option.
This Option may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner other than by will or by the laws of descent and
distribution and may be exercised, during Optionee's life, only by him.
4. Rights as Shareholder.
Optionee shall have no rights as a shareholder with respect to any Common
Stock covered by this Option until the issuance and delivery of a certificate
or certificates to him for such Common Stock. No adjustments shall be made for
dividends or other rights for which the record date is prior to the issuance
and delivery of such certificate or certificates.
5. Capital Adjustments.
The number and price of the shares of Common Stock covered by this Option
shall be proportionately adjusted in the manner provided in the Plan to
reflect, as deemed equitable and appropriate by the Committee, any stock
dividend, stock split or share combination of the Common Stock or any
recapitalization of PCCG. Subject to the provisions of Section 11 of the Plan,
in any merger, consolidation, reorganization, liquidation, or dissolution, this
Option may pertain to the securities and/or other property, if any, which a
holder of the number of shares of Common Stock covered by this Option would
have been entitled to receive in connection with such event.
6. Notice.
Notice to the Secretary of PCCG shall be deemed given in writing when
personally delivered, or mailed by certified mail, to the Secretary of PCCG at
the then principal office of PCCG.
7. Governing Law.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of California.
8. Effect of Plan.
This Option has been granted pursuant to the Plan, all of the provisions
of which, modified to the extent herein specifically provided, are by this
reference incorporated herein. All deter-
4
<PAGE> 5
minations of the Committee made in administering the Plan, shall as therein
provided, be binding on PCCG and on Optionee.
IN WITNESS WHEREOF, PCCG and Optionee have duly executed this Option
Agreement.
OPTIONEE: PCC GROUP, INC.
_______________________________ By: ___________________________
5
<PAGE> 1
EXHIBIT 4.4
PCC GROUP, INC.
DIRECTOR STOCK OPTION AGREEMENT
(OUTSIDE PLAN)
This Stock Option Agreement is dated February 10, 1996 (the "Date of Grant"
hereof), and entered into between PCC Group, Inc. ("PCCG"), and ("Optionee"), a
director of PCCG who is not an employee of PCCG. It is not intended to be an
Incentive Stock Option as defined at Section 422A of the Internal Revenue Code,
as amended.
The Board of Directors of PCCG ("Board") has granted to Optionee an option
to purchase all or any portion of 30,000 shares of Common Stock of PCCG (the
"Option") outside the PCC Group, Inc. 1992 Incentive Stock Option Plan (the
"Plan"). Notwithstanding the fact that this Option is granted outside the Plan,
Optionee and PCCG agree by executing this Agreement that certain definitions and
provisions of the Plan may be referred to and incorporated herein in order to
establish certain rights and obligations of the parties hereto pursuant to the
definitions and provisions of the Plan.
To evidence the Option so granted, and to set forth its terms and
conditions, PCCG and Optionee hereby agree as follows:
1. Option Price.
The Option Price is $1.50 for each share, as determined by the Board.
2. Exercise of Option.
This Option shall be exercisable, subject to the provisions hereof as
follows:
2.1 Term for Exercise. This Option may be exercised after the effective
date hereof, in the following installments:
Cumulative
Percentage of Total
Shares Subject to
Period of Continuous Service Option Which May Be
After Date of Grant of Option Exercised
----------------------------- -------------------
Six (6) months and one day 100%
The shares of Common Stock available for exercise may be purchased, subject to
the provisions hereof, at any time and from time to time after they become
exercisable and prior to the expiration of the Option as specified at Section
2.6 hereof.
<PAGE> 2
2.2 Who May Exercise. During the lifetime of Optionee, this Option may be
exercised only by him. If Optionee shall die during service as a director with
PCCG, and prior to the expiration date specified at Section 2.6 hereof, the
Option may be exercised to the extent of the number of shares available for
exercise by Optionee on the date of his death, by the person or persons to whom
Optionee's right hereunder shall pass by will or by the laws of descent and
distribution, at any time prior to its termination.
2.3 Method of Exercise. This Option shall be exercisable by a written
notice, which shall:
(a) state the election to exercise this Option, the number of shares
with respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be registered,
his address and Social Security Number (or if more than one, the names,
addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be required
by counsel for PCCG;
(c) be signed by the person or persons entitled to exercise this
Option and, if this Option is being exercised by any person or persons other
than Optionee, be accompanied by proof satisfactory to counsel for PCCG of the
right of such person or persons to exercise the Option; and
(d) be delivered in person or by certified mail to the Secretary of
PCCG, together with payment for such shares as specified below.
The obligation of PCCG to deliver Common Stock upon exercise of this
Option shall be subject to applicable federal, state and local tax withholding
requirements, and to all other laws, including wage and salary controls, and
compliance with all securities laws.
2.4 Payment for Shares. Upon exercise of this Option, payment of the
purchase price shall be made to PCCG in cash or, at the discretion of the Board,
through the delivery to PCCG of a promissory note equal in principal amount to
the Option Price, or through the delivery of shares of Common Stock of PCCG held
by Optionee with a value equal to the Option Price, or a combination of cash, a
promissory note and such shares. The fair market value of shares tendered in
exchange will be determined in such appropriate manner as may be provided for by
the Board or as may be required in order to comply with or to conform to the
requirements of any applicable or relevant laws or regulations.
2
<PAGE> 3
2.5 Restrictions on Exercise.
2.5.1 The minimum number of shares with respect to which this
Option may be exercised at any one time is ten (10) shares, unless the number
purchased is the total number at the time available for purchase. This Option
may be exercised only with respect to full shares of Common Stock; no
fractional shares will be issued.
2.5.2 This Option may not be exercised if the issuance of shares
upon such exercise would constitute a violation of any applicable federal or
state securities or other law or valid regulation.
2.5.3 PCCG may (but need not) require as a condition to the
exercise of this Option in whole or in part, at any time, that the Optionee (or
any person exercising the Option after Optionee's death in accordance with the
provisions hereof) represent to PCCG that he is acquiring the Common Stock to be
issued to him upon such exercise for his own account for investment only and not
with a view to distribution and, in any such event, each stock certificate
issued to represent such Common Stock may bear a legend on its face giving
notice of the restrictions on transfer thereof imposed by the Securities Act of
1933 or otherwise by federal and/or state law.
2.5.4 This Option may not be exercised after its termination.
2.6 Termination of Option. This Option shall terminate and may thereafter
not be exercised:
2.6.1 Ninety (90) days after the date the Optionee's service as a
director of PCCG is terminated for any reason other than the death or
Disability (as defined in Section 10.3.2 of the Plan but with reference to
Optionee as a nonemployee director of PCCG) of Optionee, except that such
ninety (90) day period shall be extended to twelve (12) months if Optionee
shall die during the ninety (90) day period;
2.6.2 Immediately upon a determination by the Board that Optionee
has committed misconduct as provided in Section 16 of the Plan; or
2.6.3 Six (6) years from the date it was granted.
3. Transferability of Option.
This Option may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner other than by will or by the laws of descent and
distribution and may be exercised, during the Optionee's life, only by him.
3
<PAGE> 4
4. Rights as Shareholder.
Optionee shall have no rights as a shareholder with respect to any Common
Stock covered by this Option until the issuance and delivery of a certificate
or certificates to him for such Common Stock. No adjustments shall be made for
dividends or other rights for which the record date is prior to the issuance
and delivery of such certificate or certificates.
5. Capital Adjustments.
The number and price of the shares of Common Stock covered by this Option
shall be proportionately adjusted to reflect, as deemed equitable and
appropriate by the Board, any stock dividend, stock split or share combination
of the Common Stock or any recapitalization of PCCG. To the extent deemed
equitable and appropriate by the Board, in any merger, consolidation,
reorganization, liquidation, or dissolution, this Option may pertain to the
securities and/or other property, if any, which a holder of the number of
shares of Common Stock covered by this Option would have been entitled to
receive in connection with such event.
6. Notice.
Notice to the Secretary of PCCG shall be deemed given in writing when
personally delivered, or mailed by certified mail, to the Secretary of PCCG at
the then principal office of PCCG.
7. Governing Law.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of California.
IN WITNESS WHEREOF, PCCG and Optionee have duly executed this Option
Agreement.
OPTIONEE: PCC GROUP, INC.
/s/ GARY L. BLUM By: /s/ JACK WEN
- ---------------------------- --------------------------
Gary L. Blum Jack Wen
4
<PAGE> 1
Exhibit 4.5
STOCK OPTION AGREEMENT
UNDER
PCC GROUP, INC.
1992 STOCK OPTION PLAN
This Stock Option Agreement is dated February 10, 1996 (the "Date of
Grant" hereof), and entered into between PCC Group, Inc. ("PCCG"), and
("Optionee"). It is not intended to be an Incentive Stock Option as defined at
Section 422A of the Internal Revenue Code, as amended.
The Compensation Committee of the PCCG Board of Directors has been
appointed and designated by the Board of Directors of PCCG as the Committee to
administer its 1992 Stock Option Plan ("Plan"). The Committee has granted to
Optionee an option to purchase all or any portion of 10,000 shares of Common
Stock of PCCG (the "Option") pursuant to the definitions and provisions of the
Plan.
To evidence the Option so granted, and to set forth its terms and
conditions as provided in the Plan, PCCG and the Optionee hereby agree as
follows:
1. Option Price.
The Option Price is $1.50 for each share, as determined by the Committee
in accordance with the provisions of the Plan.
2. Exercise of Option.
This option shall be exercisable, subject to the provisions hereof and of
the Plan, as follows:
2.1 Term of Exercise. This Option may be exercised after the effective
date hereof, in the following installments:
<TABLE>
<CAPTION>
Cumulative
Percentage of Total
Shares Subject to
Period of Continuous Employment Option Which May Be
After Date of Grant of Option Exercised
- ------------------------------- -------------------
<S> <C>
Six months and one day 100%
</TABLE>
The shares of Common Stock available for exercise may be purchased, subject to
the provisions hereof, at any time and from time to time after they become
exercisable and prior to the expiration of the Option a specified at Section
2.6 hereof.
2.2 Who May Exercise. During the lifetime of Optionee, this Option may
be exercised only by him. If Optionee shall die during
<PAGE> 2
his employment by Company (as defined in the Plan), and prior to the expiration
date specified in Section 2.6 hereof, the Option may be exercised to the extent
of the number of shares available for exercise by the Optionee on the date of
his death, by the person or persons to whom Optionee's right hereunder shall
pass by will or by the laws of descent and distribution, at any time prior to
its termination.
2.3 Method of Exercise. This Option shall be exercisable by a written
notice, which shall:
(a) state the election to exercise this Option, the number of shares
with respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be registered,
his address and Social Security Number (or if more than one, the names,
addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be
required by counsel for PCCG;
(c) be signed by the person or persons entitled to exercise this
Option and, if this Option is being exercised by any person or persons other
than the Optionee, be accompanied by proof satisfactory to counsel for PCCG of
the right of such person or persons to exercise the Option; and
(d) be delivered in person or by certified mail to the Secretary of
PCCG, together with payment for such shares as specified below.
The obligation of PCCG to deliver Common Stock upon exercise of this
Option shall be subject to applicable federal, state and local tax withholding
requirements, and to all other laws, including wage and salary controls, and
compliance with all securities laws.
2.4 Payment for Shares. Upon exercise of this Option, payment of
the purchase price shall be made to PCCG in cash or, at the discretion of the
Committee, through the delivery to PCCG of a promissory note equal in principal
amount to the Option Price, or through the delivery of shares of Common Stock
of PCCG held by the Optionee with a value equal to the Option Price. The fair
market value of shares tendered in exchange will be determined in such
appropriate manner as may be provided for by the Committee or as may be
required in order to comply with or to conform to the requirements of any
applicable or relevant laws or regulations.
2
<PAGE> 3
2.5 Restrictions on Exercise.
2.5.1 The minimum number of shares with respect to which this
Option may be exercised at any one time is ten (10) shares, unless the number
purchased is the total number at the time available for purchase. This Option
may be exercised only with respect to full shares of Common Stock; no
fractional shares will be issued.
2.5.2 This Option may not be exercised if the issuance of shares
upon such exercise would constitute a violation of any applicable federal or
state securities or other law or valid regulation.
2.5.3 PCCG may (but need not) require as a condition to the
exercise of this Option in whole or in part, at any time, that the Optionee (or
any person exercising the Option after Optionee's death in accordance with the
provisions hereof) represent to PCCG that he is acquiring the Common Stock to be
issued to him upon such exercise for his own account for investment only and not
with a view to distribution and, in any such event, each stock certificate
issued to represent such Common Stock may bear a legend on its face giving
notice of the restriction on transfer thereof imposed by the Securities Act of
1933 or otherwise by federal and/or state law.
2.5.4 This Option may not be exercised after its termination.
2.6 Termination of Option. This Option shall terminate and may
thereafter not be exercised:
2.6.1 Ninety (90) days after the date Optionee's employment by
Company is terminated for any reason other than the death, Disability (as
defined in the Plan) or Retirement (as defined in the Plan) of Optionee except
that such ninety (90) day period shall be extended to twelve (12) months if
Optionee shall die during the ninety (90) day period;
2.6.2 Immediately upon a determination by the Committee that
Optionee has committed a misconduct as provided in Section 16 of the Plan; or
2.6.3 Five (5) years from the date it was granted.
To the extent any portion of this Option is not presently exercisable on the
date that Optionee's employment with Company terminates for any reason, such
portion of this Option automatically terminates and is not exercisable
thereafter.
3
<PAGE> 4
3. Transferability of Option.
This Option may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner other than by will or by the laws of descent and
distribution and may be exercised, during Optionee's life, only by him.
4. Rights as Shareholder.
Optionee shall have no rights as a shareholder with respect to any Common
Stock covered by this Option until the issuance and delivery of a certificate
or certificates to him for such Common Stock. No adjustments shall be made for
dividends or other rights for which the record date is prior to the issuance
and delivery of such certificate or certificates.
5. Capital Adjustments.
The number and price of the shares of Common Stock covered by this Option
shall be proportionately adjusted in the manner provided in the Plan to
reflect, as deemed equitable and appropriate by the Committee, any stock
dividend, stock split or share combination of the Common Stock or any
recapitalization of PCCG. Subject to the provisions of Section 11 of the Plan,
in any merger, consolidation, reorganization, liquidation, or dissolution, this
Option may pertain to the securities and/or other property, if any, which a
holder of the number of shares of Common Stock covered by this Option would
have been entitled to receive in connection with such event.
6. Notice.
Notice to the Secretary of PCCG shall be deemed given in writing when
personally delivered, or mailed by certified mail, to the Secretary of PCCG at
the then principal office of PCCG.
7. Governing Law.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of California.
8. Effect of Plan.
This Option has been granted pursuant to the Plan, all of the provisions
of which, modified to the extent herein specifically provided, are by this
reference incorporated herein. All deter-
4
<PAGE> 5
minations of the Committee made in administering the Plan, shall as therein
provided, be binding on PCCG and on Optionee.
IN WITNESS WHEREOF, PCCG and Optionee have duly executed this Option
Agreement.
OPTIONEE: PCC GROUP, INC.
/s/ J. LAURO VALDOVINOS By: /s/ JACK WEH
- -------------------------------- ---------------------------
J. Lauro Valdovinos Jack Weh
5
<PAGE> 1
EXHIBIT 4.6
PCC GROUP, INC.
DIRECTOR STOCK OPTION AGREEMENT
(OUTSIDE PLAN)
This Stock Option Agreement is dated February 10, 1996 (the "Date of
Grant" hereof), and entered into between PCC Group, Inc. ("PCCG"), and
("Optionee"), a director of PCCG who is not an employee of PCCG. It is not
intended to be an Incentive Stock Option a defined at Section 422A of the
Internal Revenue Code, as amended.
The Board of Directors of PCCG ("Board") has granted to Optionee an option
to purchase all or any portion of 20,000 shares of Common Stock of PCCG (the
"Option") outside the PCC Group, Inc. 1992 Incentive Stock Option Plan (the
"Plan"). Notwithstanding the fact that this Option is granted outside the Plan,
Optionee and PCCG agree by executing this Agreement that certain definitions
and provisions of the Plan may be referred to and incorporated herein in order
to establish certain rights and obligations of the parties hereto pursuant to
the definitions and provisions of the Plan.
To evidence the Option so granted, and to set forth its terms and
conditions, PCCG and Optionee hereby agree as follows:
1. Option Price.
The Option price is $3.50 for each share, as determined by the Board.
2. Exercise of Option.
This Option shall be exercisable, subject to the provisions hereof as
follows:
2.1 Term for Exercise. This Option may be exercised after the effective
date hereof, in the following installments:
<TABLE>
<CAPTION>
Cumulative
Percentage of Total
Shares Subject to
Period of Continuous Service Option Which May Be
After Date of Grant of Option Exercised
- ----------------------------- -------------------
<S> <C>
Six (6) months and one day 100%
</TABLE>
The shares of Common Stock available for exercise may be purchased, subject to
the provisions hereof, at any time and from time to time after they become
exercisable and prior to the expiration of the Option as specified at Section
2.6 hereof.
<PAGE> 2
2.2 Who May Exercise. During the lifetime of Optionee, this Option may
be exercised only by him. If Optionee shall die during service as a director
with PCCG, and prior to the expiration date specified at Section 2.6 hereof,
the Option may be exercised to the extent of the number of shares available for
exercise by Optionee on the date of his death, by the person or persons to whom
Optionee's right hereunder shall pass by will or by the laws of descent and
distribution, at any time prior to its termination.
2.3 Method of Exercise. This Option shall be exercisable by a written
notice, which shall:
(a) state the election to exercise this Option, the number of shares
with respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one, the
names, addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be
required by counsel for PCCG;
(c) be signed by the person or persons entitled to exercise this
Option and, if this Option is being exercised by any person or persons other
than Optionee, be accompanied by proof satisfactory to counsel for PCCG of the
right of such person or persons to exercise the Option; and
(d) be delivered in person or be certified mail to the Secretary of
PCCG, together with payment for such shares as specified below.
The obligation of PCCG to deliver Common Stock upon exercise of this
Option shall be subject to applicable federal, state and local tax withholding
requirements, and to all other laws, including wage and salary controls, and
compliance with all securities laws.
2.4 Payment for Shares. Upon exercise of this Option, payment of the
purchase price shall be made to PCCG in cash or, at the discretion of the
Board, through the delivery to PCCG of a promissory note equal in principal
amount to the Option Price, or through the delivery of shares of Common Stock
of PCCG held by Optionee with a value equal to the Option Price, or a
combination of cash, a promissory note and such shares. The fair market value
of shares tendered in exchange will be determined in such appropriate manner as
may be provided for by the Board or as may be required in order to comply with
or to conform to the requirements of any applicable or relevant laws or
regulations.
2
<PAGE> 3
2.5 Restrictions on Exercise.
2.5.1 The minimum number of shares with respect to which this
Option may be exercised at any one time is ten (10) shares, unless the number
purchased is the total number at the time available for purchase. This
Option may be exercised only with respect to full shares of Common Stock; no
fractional shares will be issued.
2.5.2 This Option may not be exercised if the issuance of shares
upon such exercise would constitute a violation of any applicable federal or
state securities or other law or valid regulation.
2.5.3 PCCG may (but need not) require as a condition to the exercise
of this Option in whole or in part, at any time, that the Optionee (or any
person exercising the Option after Optionee's death in accordance with the
provisions hereof) represent to PCCG that he is acquiring the Common Stock to
be issued to him upon such exercise for his own account for investment only and
not with a view to distribution and, in any such event, each stock certificate
issued to represent such Common Stock may bear a legend on its face giving
notice of the restrictions on transfer thereof imposed by the Securities Act of
1933 or otherwise by federal and/or state law.
2.5.4 This Option may not be exercised after its termination.
2.6 Termination of Option. This Option shall terminate and may thereafter
not be exercised:
2.6.1 Ninety (90) days after the date Optionee's service as a
director of PCCG is terminated for any reason other than the death or
Disability (as defined in Section 10.3.2 of the Plan but with reference to
Optionee as a nonemployee director of PCCG) of Optionee, except that such
ninety (90) day period shall be extended to twelve (12) months if Optionee
shall die during the ninety (90) day period;
2.6.2 Immediately upon a determination by the Board that Optionee
has committed misconduct as provided in Section 16 of the Plan; or
2.6.3 Six (6) years from the date it was granted.
3. Transferability of Option.
This Option may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner other than by will or by the laws of descent and
distribution and may be exercised, during Optionee's life, only by him.
3
<PAGE> 4
4. Rights as Shareholder.
Optionee shall have no rights as a shareholder with respect to any Common
Stock covered by this Option until the issuance and delivery of a certificate
or certificates to him for such Common Stock. No adjustments shall be made for
dividends or other rights for which the record date is prior to the issuance
and delivery of such certificate or certificates.
5. Capital Adjustments.
The number and price of the shares of Common Stock covered by this Option
shall be proportionately adjusted to reflect, as deemed equitable and
appropriate by the Board, any stock dividend, stock split or share combination
of the Common Stock or any recapitalization of PCCG. To the extent deemed
equitable and appropriate by the Board, in any merger, consolidation,
reorganization, liquidation, or dissolution, this Option may pertain to the
securities and/or other property, if any, which a holder of the number of
shares of Common Stock covered by this Option would have been entitled to
receive in connection with such event.
6. Notice.
Notice to the Secretary of PCCG shall be deemed given in writing when
personally delivered, or mailed by certified mail, to the Secretary of PCCG at
the then principal office of PCCG.
7. Governing Law.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of California.
IN WITNESS WHEREOF, PCCG and Optionee have duly executed this Option
Agreement.
OPTIONEE: PCC GROUP, INC.
/s/ GEORGE RODDA, JR. By: /s/ JACK WEI
- ------------------------------ -----------------------------------
George Rodda, Jr. Jack Wei
4
<PAGE> 1
EXHIBIT 4.7
PCC GROUP, INC.
DIRECTOR STOCK OPTION AGREEMENT
(OUTSIDE PLAN)
This Stock Option Agreement is dated February 10, 1996 (the "Date of Grant"
hereof), and entered into between PCC Group, Inc. ("PCCG"), and ("Optionee"), a
director of PCCG who is not an employee of PCCG. It is not intended to be an
Incentive Stock Option as defined at Section 422A of the Internal Revenue Code,
as amended.
The Board of Directors of PCCG ("Board") has granted to Optionee an option
to purchase all or any portion of 20,000 shares of Common Stock of PCCG (the
"Option") outside the PCC Group, Inc. 1992 Incentive Stock Option Plan (the
"Plan"). Notwithstanding the fact that this Option is granted outside the Plan,
Optionee and PCCG agree by executing this Agreement that certain definitions and
provisions of the Plan may be referred to and incorporated herein in order to
establish certain rights and obligations of the parties hereto pursuant to the
definitions and provisions of the Plan.
To evidence the Option so granted, and to set forth its terms and
conditions, PCCG and Optionee hereby agree as follows:
1. Option Price.
The Option Price is $2.00 for each share, as determined by the Board.
2. Exercise of Option.
This Option shall be exercisable, subject to the provisions hereof as
follows:
2.1 Term for Exercise. This Option may be exercised after the effective
date hereof, in the following installments:
Cumulative
Percentage of Total
Shares Subject to
Period of Continuous Service Option Which May Be
After Date of Grant of Option Exercised
----------------------------- -------------------
Six (6) months and one day 100%
The shares of Common Stock available for exercise may be purchased, subject to
the provisions hereof, at any time and from time to time after they become
exercisable and prior to the expiration of the Option as specified at Section
2.6 hereof.
<PAGE> 2
2.2 Who May Exercise. During the lifetime of Optionee, this Option may be
exercised only by him. If Optionee shall die during service as a director with
PCCG, and prior to the expiration date specified at Section 2.6 hereof, the
Option may be exercised to the extent of the number of shares available for
exercise by Optionee on the date of his death, by the person or persons to whom
Optionee's right hereunder shall pass by will or by the laws of descent and
distribution, at any time prior to its termination.
2.3 Method of Exercise. This Option shall be exercisable by a written
notice, which shall:
(a) state the election to exercise this Option, the number of shares
with respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be registered,
his address and Social Security Number (or if more than one, the names,
addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be required
by counsel for PCCG;
(c) be signed by the person or persons entitled to exercise this
Option and, if this Option is being exercised by any person or persons other
than Optionee, be accompanied by proof satisfactory to counsel for PCCG of the
right of such person or persons to exercise the Option; and
(d) be delivered in person or by certified mail to the Secretary of
PCCG, together with payment for such shares as specified below.
The obligation of PCCG to deliver Common Stock upon exercise of this
Option shall be subject to applicable federal, state and local tax withholding
requirements, and to all other laws, including wage and salary controls, and
compliance with all securities laws.
2.4 Payment for Shares. Upon exercise of this Option, payment of the
purchase price shall be made to PCCG in cash or, at the discretion of the Board,
through the delivery to PCCG of a promissory note equal in principal amount to
the Option Price, or through the delivery of shares of Common Stock of PCCG held
by Optionee with a value equal to the Option Price, or a combination of cash, a
promissory note and such shares. The fair market value of shares tendered in
exchange will be determined in such appropriate manner as may be provided for by
the Board or as may be required in order to comply with or to conform to the
requirements of any applicable or relevant laws or regulations.
2
<PAGE> 3
2.5 Restrictions on Exercise.
2.5.1 The minimum number of shares with respect to which this
Option may be exercised at any one time is ten (10) shares, unless the number
purchased is the total number at the time available for purchase. This Option
may be exercised only with respect to full shares of Common Stock; no fractional
shares will be issued.
2.5.2 This Option may not be exercised if the issuance of shares
upon such exercise would constitute a violation of any applicable federal or
state securities or other law or valid regulation.
2.5.3 PCCG may (but need not) require as a condition to the
exercise of this Option in whole or in part, at any time, that the Optionee (or
any person exercising the Option after Optionee's death in accordance with the
provisions hereof) represent to PCCG that he is acquiring the Common Stock to be
issued to him upon such exercise for his own account for investment only and not
with a view to distribution and, in any such event, each stock certificate
issued to represent such Common Stock may bear a legend on its face giving
notice of the restriction on transfer thereof imposed by the Securities Act of
1933 or otherwise by federal and/or state law.
2.5.4 This Option may not be exercised after its termination.
2.6 Termination of Option. This Option shall terminate and may thereafter
not be exercised:
2.6.1 Ninety (90) days after the date Optionee's service as a
director of PCCG is terminated for any reason other than the death or Disability
(as defined in Section 10.3.2 of the Plan but with reference to Optionee as a
nonemployee director of PCCG) of Optionee, except that such ninety (90) day
period shall be extended to twelve (12) months if Optionee shall die during the
ninety (90) day period;
2.6.2 Immediately upon a determination by the Board that Optionee
has committed misconduct as provided in Section 16 of the Plan; or
2.6.3 Six (6) years from the date it was granted.
3. Transferability of Option.
This Option may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner other than by will or by the laws of descent and
distribution and may be exercised, during the Optionee's life, only by him.
3
<PAGE> 4
4. Rights as Shareholder.
Optionee shall have no rights as a shareholder with respect to any
Common Stock covered by this Option until the issuance and delivery of a
certificate or certificates to him for such Common Stock. No adjustments shall
be made for the dividends or other rights for which the record date is prior to
the issuance and delivery of such certificate or certificates.
5. Capital Adjustments.
The number and price of the shares of Common Stock covered by this Option
shall be proportionately adjusted to reflect, as deemed equitable and
appropriate by the Board, any stock dividend, stock split or share combination
of the Common Stock or any recapitalization of PCCG. To the extent deemed
equitable and appropriate by the Board, in any merger, consolidation,
reorganization, liquidation, or dissolution, this Option may pertain to the
securities and/or other property, if any, which a holder of the number of
shares of Common Stock covered by this Option would have been entitled to
receive in connection with such event.
6. Notice.
Notice to the Secretary of PCCG shall be deemed given in writing when
personally delivered, or mailed by certified mail, to the Secretary of PCCG at
the then principal office of PCCG.
7. Governing Law.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of California.
IN WITNESS WHEREOF, PCCG and Optionee have duly executed this Option
Agreement.
OPTIONEE PCC GROUP, INC.
/s/ GEORGE RODDA JR. By: /s/ JACK WEN
- --------------------------- -----------------------------
George Rodda Jr. Jack Wen
4
<PAGE> 1
EXHIBIT 4.8
STOCK OPTION AGREEMENT
UNDER
PCC GROUP, INC.
1992 STOCK OPTION PLAN
This Stock Option Agreement is dated February 14, 1997 (the "Date of Grant"
hereof), and entered into between PCC Group, Inc. ("PCCG"), and ("Optionee"). It
is not intended to be an Incentive Stock Option as defined at Section 422A of
the Internal Revenue Code, as amended.
The Compensation Committee of the PCCG Board of Directors has been
appointed and designated by the Board of Directors of PCCG as the Committee to
administer its 1992 Stock Option Plan ("Plan"). The Committee has granted to
Optionee an option to purchase all or any portion of 20,000 shares of Common
Stock of PCCG (the "Option") pursuant to the definitions and provisions of the
Plan.
To evidence the Option so granted, and to set forth its terms and
conditions as provided in the Plan, PCCG and the Optionee hereby agree as
follows:
1. Option Price.
The Option Price is $2.00 for each share, as determined by the Committee
in accordance with the provisions of the Plan.
2. Exercise of Option.
This Option shall be exercisable, subject to the provisions hereof and of
the Plan, as follows:
2.1 Term for Exercise. This Option may be exercised after the effective
date hereof, in the following installments:
<TABLE>
<CAPTION>
Cumulative
Percentage of Total
Shares Subject to
Period of Continuous Employment Option Which May Be
After Date of Grant of Option Exercised
------------------------------- -------------------
<S> <C>
Six months and one day 100%
</TABLE>
The shares of Common Stock available for exercise may be purchased, subject to
the provisions hereof, at any time and from time to time after they become
exercisable and prior to the expiration of the Option as specified at Section
2.6 hereof.
2.2 Who May Exercise. During the lifetime of Optionee, this Option may be
exercised only by him. If Optionee shall die during
<PAGE> 2
his employment by Company (as defined in the Plan), and prior to the expiration
date specified at Section 2.6 hereof, the Option may be exercised to the extent
of the number of shares available for exercise by the Optionee on the date of
his death, by the person or persons to whom Optionee's right hereunder shall
pass by will or by the laws of descent and distribution, at any time prior to
its termination.
2.3 Method of Exercise. This Option shall be exercisable by a written
notice, which shall:
(a) state the election to exercise this Option, the number of shares
with respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be registered,
his address and Social Security Number (or if more than one, the names,
addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be required
by counsel for PCCG;
(c) be signed by the person or persons entitled to exercise this
Option and, if this Option is being exercised by any person or persons other
than the Optionee, be accompanied by proof satisfactory to counsel for PCCG of
the right of such person or persons to exercise the Option; and
(d) be delivered in person or by certified mail to the Secretary of
PCCG, together with payment for such shares as specified below.
The obligation of PCCG to deliver Common Stock upon exercise of this
Option shall be subject to applicable federal, state and local tax withholding
requirements, and to all other laws, including wage and salary controls, and
compliance with all securities laws.
2.4 Payment for Shares. Upon exercise of this Option, payment of the
purchase price shall be made to PCCG in cash or, at the discretion of the
Committee, through the delivery to PCCG of a promissory note equal in principal
amount to the Option Price, or through the delivery of shares of Common Stock of
PCCG held by the Optionee with a value equal to the Option Price. The fair
market value of shares tendered in exchange will be determined in such
appropriate manner as may be provided for by the Committee or as may be required
in order to comply with or to conform to the requirements of any applicable or
relevant laws or regulations.
2
<PAGE> 3
2.5 Restrictions on Exercise.
2.5.1 The minimum number of shares with respect to which this
Option may be exercised at any one time is ten (10) shares, unless the number
purchased is the total number at the time available for purchase. This Option
may be exercised only with respect to full shares of Common Stock; no fractional
shares will be issued.
2.5.2 This Option may not be exercised if the issuance of shares
upon such exercise would constitute a violation of any applicable federal or
state securities or other law or valid regulation.
2.5.3 PCCG may (but need not) require as a condition to the
exercise of this Option in whole or in part, at any time, that the Optionee (or
any person exercising the Option after Optionee's death in accordance with the
provisions hereof) represent to PCCG that he is acquiring the Common Stock to be
issued to him upon such exercise for his own account for investment only and not
with a view to distribution and, in any such event, each stock certificate
issued to represent such Common Stock may bear a legend on its face giving
notice of the restrictions on transfer hereof imposed by the Securities Act of
1933 or otherwise by federal and/or state law.
2.5.4 This Option may not be exercised after its termination.
2.6 Termination of Option. This Option shall terminate and may thereafter
not be exercised:
2.6.1 Ninety (90) days after the date Optionee's employment by
Company is terminated for any reason other than the death, Disability (as
defined in the Plan) or Retirement (as defined in the Plan) of Optionee except
that such ninety (90) day period shall be extended to twelve (12) months if
Optionee shall die during the ninety (90) day period;
2.6.2 Immediately upon a determination by the Committee that Optionee
has committed misconduct as provided in Section 16 of the Plan; or
2.6.3 Five (5) years from the date it was granted.
To the extent any portion of this Option is not presently exercisable on the
date that Optionee's employment with Company terminates for any reason, such
portion of this Option automatically terminates and is not exercisable
thereafter.
3
<PAGE> 4
3. TRANSFERABILITY OF OPTION.
This Option may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner other than by will or by the laws of descent and
distribution and may be exercised, during Optionee's life, only by him.
4. RIGHTS AS SHAREHOLDER.
Optionee shall have no rights as a shareholder with respect to any Common
Stock covered by this Option until the issuance and delivery of a certificate
or certificates to him for such Common Stock. No adjustments shall be made for
dividends or other rights for which the record date is prior to the issuance
and delivery of such certificate or certificates.
5. CAPITAL ADJUSTMENTS.
The number and price of the shares of Common Stock covered by this Option
shall be proportionately adjusted in the manner provided in the Plan to
reflect, as deemed equitable and appropriate by the Committee, any stock
dividend, stock split or share combination of the Common Stock or any
recapitalization of PCCG. Subject to the provisions of Section 11 of the Plan,
in any merger, consolidation, reorganization, liquidation, or dissolution, this
Option may pertain to the securities and/or other property, if any, which a
holder of the number of shares of Common Stock covered by this Option would
have been entitled to receive in connection with such event.
6. NOTICE.
Notice to the Secretary of PCCG shall be deemed given in writing when
personally delivered, or mailed by certified mail, to the Secretary of PCCG at
the then principal office of PCCG.
7. GOVERNING LAW.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of California.
8. EFFECT OF PLAN.
This Option has been granted pursuant to the Plan, all of the provisions
of which, modified to the extent herein specifically provided, are by this
reference incorporated herein. All deter-
4
<PAGE> 5
minations of the Committee made in administering the Plan, shall as therein
provided, be binding on PCCG and on Optionee.
IN WITNESS WHEREOF, PCCG and Optionee have duly executed this Option
Agreement.
OPTIONEE: PCC GROUP, INC.
/s/ GEORGE RODDA, JR. By: /s/ JACK WEN
- ------------------------------- -------------------------------
GEORGE RODDA, JR. JACK WEN
5
<PAGE> 1
EXHIBIT 4.9
PCC GROUP, INC.
INCENTIVE STOCK OPTION AGREEMENT
(GRANTED UNDER THE 1992 INCENTIVE STOCK OPTION PLAN)
This Incentive Stock Option Agreement (the "Agreement") is entered
into as of January 4, 1995, by and between PCC Group, Inc., a California
corporation (the "Company"), and Jack Wen (the "Optionee") pursuant to the PCC
Group, Inc. 1992 Incentive Stock Option (the "Plan" ).
1. GRANT OF OPTION. The Company hereby grants to Optionee an option (the
"Option") to purchase all or any portion of a total of 72,700 shares (the
"Shares") of the Common Stock of the Company at a purchase price of $1.375 per
share (the "Exercise Price"), subject to the terms and conditions set forth
herein. This Option is intended to qualify as an incentive stock option as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
Code ).
2. VESTING OF OPTION. The right to exercise this Option shall vest in
installments, and this Option shall be exercisable from time to time in whole or
in part as to any vested installment, as follows:
NUMBER OF SHARES EXERCISABLE ON OR AFTER
- ---------------------------- -----------
72,700 SHARES JANUARY 4 , 1995
- ---------- ---------------
- ---------- SHARES ---------------, 19--
- ---------- SHARES ---------------, 19--
- ---------- SHARES ---------------, 19--
- ---------- SHARES ---------------, 19--
No additional shares shall vest after the date of termination of
Optionee's Continuous Employment (as defined in Section 3 below), but this
Option shall continue to be exercisable in accordance with Section 3 below with
respect to that number of shares that have vested as of the date of termination
of Optionee's continuous Employment.
3. TERM OF OPTION. Optionee's right to exercise this Option shall
terminate upon the earliest of:
(a) the expiration of five years from the date of this Agreement;
(b) the expiration of one year from the date Optionee's Continuous
Employment (as defined below) is terminated by reason of the permanent
disability of Optionee (as defined in Section 22(e)(3) of the Code);
(c) the expiration of one year from the date Optionee's Continuous
Employment is terminated by reason of Optionee's death; or
(d) the expiration of three months from the date Optionee's
Continuous Employment is terminated for any reason other than permanent
disability or death.
<PAGE> 2
As used in this Agreement, the term "Continuous Employment" means
employment by the Company or any subsidiary or parent of the Company which is
uninterrupted except for vacations, illness (except for permanent disability, as
defined in Section 22(e)(3) of the Code), or leaves of absence which are
approved in writing by the Company or a subsidiary or parent of the Company, if
applicable. A transfer by the Optionee, without an intervening period, between
the Company and a subsidiary or parent of the Company, or between subsidiaries
and/or parents, shall not be considered a termination of Continuous Employment.
4. EXERCISE OF OPTION. Subject to Section 3 above, the portion of
this Option which has vested may be exercised in whole or in part by the
Optionee (or, after his or her death, by the person designated in Section 5
below), by delivery of the following to the Company at its principal executive
offices:
(a) a written notice of exercise which identifies this Agreement
and states the number of whole Shares (which may not be less than 100,
or all of the Shares if less than 100 Shares then remain covered by this
Option) then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or the committee of the Board of Directors administering the
Plan (the "Committee"), may approve from time to time;
(c) a check or cash in the amount reasonably requested, if
requested, by the Company to satisfy the Company s withholding
obligations under federal, state or other applicable tax laws with
respect to the taxable income, if any, recognized by the Optionee in
connection with the exercise, in whole or in part, of the Option (unless
the Company and Optionee shall have made other arrangements for
deductions or withholding from Optionee's wages, bonus or other income
paid to Optionee by the Company or any subsidiary or parent of the
Company, provided such arrangements satisfy the requirements of
applicable tax laws); and
(d) a letter, if requested by the Company, in such form and
substance as the Company may require, setting forth the investment
intent of the Optionee or the person designated in Section 5 below, as
the case may be.
5. DEATH OF OPTIONEE; NO ASSIGNMENT. The rights of the Optionee under
this Agreement may not be assigned or transferred except by will or by the laws
of descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement or the Plan shall be void and shall have no effect. If the Optionee
should die prior to the termination of this Option, and provided Optionee's
rights hereunder shall have vested pursuant to Section 2 hereof as of the date
of death, Optionee's legal representative, his or her legates, or the person who
acquired the right to exercise this Option by reason of the death of the
Optionee (individually, a "Successor") shall succeed to the Optionee's rights
and obligations under this Agreement. Abet the death of the Optionee, only a
Successor may exercise this Option.
6. REPRESENTATIONS AND WARRANTIES OF OPTIONEE.
<PAGE> 3
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon
the exercise of this Option without registering such Common Stock under
the Securities Act of 1933, as amended (the "Act"), on the basis of
certain exemptions from such registration requirement. Accordingly,
Optionee agrees that his or her exercise of the Option may be expressly
conditioned upon his or her delivery to the Company of an investment
certificate including such representations and undertakings as the
Company may reasonably require in order to assure the availability of
such exemptions, including a representation that Optionee is acquiring
the Shares for investment and not with a present intention of selling or
otherwise disposing such Shares and an agreement by Optionee that the
certificates evidencing the Shares may bear a legend indicating such
non-registration under the Act and the resulting restrictions on
transfer. Optionee acknowledges that, because Shares received upon
exercise of an Option may be unregistered, Optionee may be required to
hold the Shares indefinitely unless they are subsequently registered for
resale under the Act or an exemption from such registration is
available. Optionee further acknowledges that federal securities laws
and the securities laws of the state in which he or she resides may
require the placement of certain restrictive legends upon the Shares
issued upon exercise of this Option, and Optionee hereby consents to the
placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
7. LIMITATION OF COMPANY'S LIABILITY FOR NONISSUANCE. During the term
of the Plan, the Company agrees at all times to reserve and keep available, and
to use its reasonable best efforts to obtain from any regulatory body having
jurisdiction any requisite authority in order to issue and sell, such number of
shares of its Common Stock as shall be sufficient to satisfy its obligations
hereunder and the requirements of the Plan. Inability of the Company to obtain,
from any regulatory body having jurisdiction, authority deemed by the Company's
counsel to be necessary for the lawful issuance and sale of any shares of its
Common Stock hereunder and under the Plan shall relieve the Company of any
liability in respect of the nonissuance or sale of such shares as to which such
requisite authority shall not have been obtained.
8. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE, MERGER, ETC.
(a) In the event of any changes in the outstanding shares of
Common Stock of the Company resulting from a stock split, reverse stock
split, stock dividend, reclassification or similar change in the capital
structure of the Company, appropriate adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise
Price per share, in accordance with the provisions of Section 11.1 of
the Plan.
(b) In the event of a merger, consolidation or other
reorganization in which the Company is not the surviving corporation,
substantially similar consideration shall be provided to Optionee as was
provided to the shareholders of the Company, or substantially equivalent
options covering shares of the successor corporation shall be
substituted, in accordance with the provisions of Section 11.2 of the
Plan.
9. NO EMPLOYMENT CONTRACT CREATED. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to continuance
of employment
<PAGE> 4
with the Company or any subsidiary or parent of the Company, or to limit in any
way the right of the Company or any subsidiary or parent of the Company to
terminate Optionee's employment at any time, with or without cause.
10. RIGHTS AS SHAREHOLDER. The Optionee (or a Successor pursuant to
Section 5 hereof) shall have no rights as a shareholder with respect to any
Shares covered by this option until the date of the issuance of a stock
certificate or certificates to him or her for such Shares, notwithstanding the
exercise of this Option.
11. INTERPRETATION. This Option is granted pursuant to the terms of
the PCC Group, Inc. 1992 Incentive Stock Option Plan, and shall in all respects
be interpreted in accordance therewith.
12. NOTICES. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days abet being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
13. ANNUAL AND OTHER PERIODIC REPORTS. Until the expiration of the
right to exercise this Option as provided in Section 3 above, the Company will
furnish to the Optionee, at Optionee's request, copies of all annual and other
periodic financial and informational reports that the Company distributes
generally to its shareholders.
14. GOVERNING LAW. The validity, construction, interpretation, and
effect of this Option shall be governed by and determined in accordance with the
laws of the State of California.
15. SEVERABILITY. Should any provision or portion of this Agreement be
held to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
16. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
<PAGE> 5
17. ENTIRE AGREEMENT. This Agreement, together with the Plan,
constitutes the entire agreement between the parties pertaining to its subject
matter and supersedes all prior written or oral agreements and understandings of
the parties, either express or implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PCC GROUP, INC.
BY:___________________________
ITS:__________________________
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby acknowledges receipt of a copy of the
Plan. The Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board of Directors of the Company (or the
Committee thereof administering the Plan) regarding any questions arising under
the Plan. The Optionee authorizes the Company to withhold in accordance with
applicable law from any compensation payable to him or her any taxes required to
be withheld by federal, state or local law as a result of the exercise of this
Option.
OPTIONEE
-------------------------------
(SIGNATURE)
JACK WEN
-------------------------------
(TYPE OR PRINT NAME)
<PAGE> 1
EXHIBIT 4.10
PCC GROUP, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement (the "Agreement") is entered
into as of January 4, 1995, by and between, PCC Group, Inc., a California
corporation (the "Company"), and Jack Wen, (the "Optionee"). Certain portions of
the PCC Group, Inc. 1992 Incentive Stock Option Plan (the "Plan") are
incorporated herein by reference.
1. GRANT OF OPTION. The Company hereby grants to Optionee an option
(the "Option") to purchase all or any portion of a total of 177,300 shares (the
"Shares") of the Common Stock of the Company at a purchase price of $1.25 per
share (the "Exercise Price"), subject to the terms and conditions set forth
herein. This Option is not intended to qualify as an "incentive stock option" as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), but is intended to be a "nonqualified stock option".
2. VESTING OF OPTION. The right to exercise this Option shall vest
in installments, and this Option shall be exercisable from time to time in whole
or in part as to any vested installment, as follows:
NUMBER OF SHARES EXERCISABLE ON OR AFTER
- ---------------------------- -----------
177,300 SHARES JANUARY 4, 1995
- ---------------- ---------
________________ SHARES _________, 19__
________________ SHARES _________, 19__
________________ SHARES _________, 19__
________________ SHARES _________, 19__
No additional shares shall vest after the date of termination of
Optionee's "Continuous Employment" (as defined in Section 3 below), but this
Option shall continue to be exercisable in accordance with Section 3 below with
respect to that number of shares that have vested as of the date of termination
of Optionee's Continuous Employment.
3. TERM OF OPTION. Optionee's right to exercise this Option shall
terminate upon the earliest of:
(a) the expiration of six years from the date of this Agreement;
(b) the expiration of one year from the date Optionee's Continuous
Employment (as defined below) is terminated by reason of the permanent
disability of Optionee (as defined in Section 22(e)(3) of the Code);
(c) the expiration of one year from the date Optionee's Continuous
Employment is terminated by reason of Optionee's death; or
(d) the expiration of three months from the date Optionee's
Continuous Employment is terminated for any reason other than permanent
disability or death.
<PAGE> 2
As used in this Agreement, the term "Continuous Employment" means (i)
for an employee, employment by the Company or any subsidiary or parent of the
Company which is uninterrupted except for vacations, illness (except for
permanent disability, as defined in Section 22(e)(3) of the Code), or leaves of
absence which are approved in writing by the Company or a subsidiary or parent
of the Company, if applicable, (ii) for an officer or director (who is not also
an employee), his or her service as an officer or director of the Company, until
he or she resigns, is removed from office, or his or her term of office expires
and he or she is not reelected, and (iii) for a consultant or other service
provider, so long as he or she is engaged as a consultant or service provider by
the Company or a subsidiary or parent of the Company, if applicable. A transfer
by the Optionee, without an intervening period, between the Company and a
subsidiary or parent of the Company, or between subsidiaries and/or parents,
shall not be considered a termination of Continuous Employment.
4. EXERCISE OF OPTION. Subject to Section 3 above, the portion of
this Option which has vested may be exercised in whole or in part by the
Optionee (or, after his or her death, by the person designated in Section 5
below), by delivery of the following to the Company at its principal executive
offices:
(a) a written notice of exercise which identifies this Agreement
and states the number of whole Shares (which may not be less than 100,
or all of the Shares if less than 100 Shares then remain covered by this
Option) then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or the committee of the Board of Directors administering the
Plan (the "Committee"), may approve from time to time;
(c) a check or cash in the amount reasonably requested by the
Company to satisfy the Company's withholding obligations under federal,
state or other applicable tax laws with respect to the taxable income,
if any, recognized by the Optionee in connection with the exercise, in
whole or in part, of the Option (unless the Company and Optionee shall
have made other arrangements for deductions or withholding from
Optionee's wages, bonus or other income paid to Optionee by the Company
or any subsidiary or parent of the Company, provided such arrangements
satisfy the requirements of applicable tax laws) and
(d) a letter, if requested by the Company, in such form and
substance as the Company may require, setting forth the investment
intent of the Optionee or the person designated in Section 5 below, as
the case may be.
5. DEATH OF OPTIONEE; NO ASSIGNMENT. The rights of the Optionee under
this Agreement may not be assigned or transferred except by will or by the laws
of descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement or the Plan shall be void and shall have no effect. If the Optionee
should die prior to the termination of this Option, and provided Optionee's
rights hereunder shall have vested pursuant to Section 2 hereof as of the date
of death, Optionee's legal representative, his or her legates, or the person who
acquired the right to exercise this Option by reason of the death of the
Optionee (individually, a "Successor") shall succeed to the Optionee's rights
and obligations under this Agreement. After the death of the Optionee, only a
Successor may exercise this Option.
<PAGE> 3
6. REPRESENTATIONS AND WARRANTIES OF OPTIONEE.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon
the exercise of this Option without registering such Common Stock under
the Securities Act of 1933, as amended (the "Act"), on the basis of
certain exemptions from such registration requirement. Accordingly,
Optionee agrees that his or her exercise of the Option may be expressly
conditioned upon his or her delivery to the Company of an investment
certificate including such representations and undertakings as the
Company may reasonably require in order to assure the availability of
such exemptions, including a representation that Optionee is acquiring
the Shares for investment and not with a present intention of selling or
otherwise disposing such Shares and an agreement by Optionee that the
certificates evidencing the Shares may bear a legend indicating such
non-registration under the Act and the resulting restrictions on
transfer. Optionee acknowledges that, because Shares received upon
exercise of an Option may be unregistered, Optionee may be required to
hold the Shares indefinitely unless they are subsequently registered for
resale under the Act or an exemption from such registration is
available. Optionee further acknowledges that federal securities laws
and the securities laws of the state in which he or she resides may
require the placement of certain restrictive legends upon the Shares
issued upon exercise of this Option, and Optionee hereby consents to the
placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
7. LIMITATION OF COMPANY'S LIABILITY FOR NONISSUANCE. During the term
of the Plan, the Company agrees at all times to reserve and keep available, and
to use its reasonable best efforts to obtain from any regulatory body having
jurisdiction any requisite authority in order to issue and sell, such number of
shares of its Common Stock as shall be sufficient to satisfy its obligations
hereunder and the requirements of the Plan. Inability of the Company to obtain,
from any regulatory body having jurisdiction, authority deemed by the Company's
counsel to be necessary for the lawful issuance and sale of any shares of its
Common Stock hereunder and under the Plan shall relieve the Company of any
liability in respect of the non issuance or sale of such shares as to which such
requisite authority shall not have been obtained.
8. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE, MERGER, ETC.
(a) In the event of any changes in the outstanding shares of
Common Stock of the Company resulting from a stock split, reverse stock
split, stock dividend, reclassification or similar change in the capital
structure of the Company, appropriate adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise
Price per share, in accordance with the provisions of Section 11.1 of
the Plan.
(b) In the event of a merger, consolidation or other
reorganization in which the Company is not the surviving corporation,
this Option shall terminate upon the effective date of such transaction
unless a successor corporation assumes this Option, provides
substantially similar consideration to Optionee as was provided to the
shareholders of the
<PAGE> 4
Company, or substitutes substantially equivalent options covering shares
of the successor corporation, in accordance with the provisions of
Section 11.2 of the Plan.
9. NO EMPLOYMENT CONTRACT CREATED. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to continuance
of employment with the Company or any subsidiary or parent of the Company, or to
limit in any way the right of the Company or any subsidiary or parent of the
Company to terminate Optionee's employment at any time, with or without cause.
10. RIGHTS AS SHAREHOLDER. The Optionee (or a Successor pursuant to
Section 5 hereof) shall have no rights as a shareholder with respect to any
Shares covered by this option until the date of the issuance of a stock
certificate or certificates to him or her for such Shares, notwithstanding the
exercise of this Option.
11. INTERPRETATION. This Option shall in all relevant respects be
interpreted in accordance with the terms of PCC Group, Inc. 1992 Stock Option
Plan.
12. NOTICES. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days after being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
13. ANNUAL AND OTHER PERIODIC REPORTS. Until the expiration of the
right to exercise this Option as provided in Section 3 above, the Company will
furnish to the Optionee copies of all annual and other periodic financial and
informational reports that the Company distributes generally to its
shareholders.
14. GOVERNING LAW. The validity, construction, interpretation, and
effect of this Option shall be governed by and determined in accordance with the
laws of the State of California.
15. SEVERABILITY. Should any provision or pinion of this Agreement be
held to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
16. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
17. ENTIRE AGREEMENT. This Agreement, together with the Plan,
constitutes the entire agreement between the parties pertaining to its subject
manse and supersedes all prior written or oral agreements and understandings of
the parties, either express or implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
<PAGE> 5
PCC GROUP, INC.
BY:_______________________________
ITS:______________________________
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby acknowledges receipt of a copy of the
Plan. The Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board of Directors of the Company (or the
Committee thereof administering the Plan) regarding any questions arising under
the Plan. The Optionee authorizes the Company to withhold in accordance with
applicable law from any compensation payable to him or her any taxes required to
be withheld by federal, state or local law as a result of the exercise of this
Option.
OPTIONEE
--------------------------------------
(SIGNATURE)
JACK WEN
--------------------------------------
(TYPE OR PRINT NAME)
<PAGE> 1
EXHIBIT 4.11
PCC GROUP, INC.
INCENTIVE STOCK OPTION AGREEMENT
(GRANTED UNDER THE 1992 INCENTIVE STOCK OPTION PLAN)
This Incentive Stock Option Agreement (the Agreement ) is
entered into as of January 4, 1995, by and between PCC Group, Inc., a California
corporation (the "Company"), and Roger Chou (the "Optionee") pursuant to the PCC
Group, Inc. 1992 Incentive Stock Option (the Plan ).
1. GRANT OF OPTION. The Company hereby grants to Optionee an option
(the "Option") to purchase all or any portion of a total of 50,000 shares (the
"Shares") of the Common Stock of the Company at a purchase price of $1.25 per
share (the "Exercise Price"), subject to the terms and conditions set forth
herein. This Option is intended to qualify as an incentive stock option as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
Code ).
2. VESTING OF OPTION. The right to exercise this Option shall vest in
installments, and this Option shall be exercisable from time to time in whole or
in part as to any vested installment, as follows:
NUMBER OF SHARES EXERCISABLE ON OR AFTER
- ---------------------------- -----------
50,000 SHARES JANUARY 4 , 1995
- ---------- ------------
__________ SHARES ____________, 19__
__________ SHARES ____________, 19__
__________ SHARES ____________, 19__
__________ SHARES ____________, 19__
No additional shares shall vest after the date of termination of
Optionee's Continuous Employment (as defined in Section 3 below), but this
Option shall continue to be exercisable in accordance with Section 3 below with
respect to that number of shares that have vested as of the date of termination
of Optionee's continuous Employment.
3. TERM OF OPTION. Optionee's right to exercise this Option shall
terminate upon the earliest of:
(a) the expiration of five years from the date of this Agreement;
(b) the expiration of one year from the date Optionee's Continuous
Employment (as defined below) is terminated by reason of the permanent
disability of Optionee (as defined in Section 22(e)(3) of the Code);
(c) the expiration of one year from the date Optionee's Continuous
Employment is terminated by reason of Optionee's death; or
(d) the expiration of three months from the date Optionee's
Continuous Employment is terminated for any reason other than permanent
disability or death.
1
<PAGE> 2
As used in this Agreement, the term "Continuous Employment" means
employment by the Company or any subsidiary or parent of the Company which is
uninterrupted except for vacations, illness (except for permanent disability, as
defined in Section 22(e)(3) of the Code), or leaves of absence which are
approved in writing by the Company or a subsidiary or parent of the Company, if
applicable. A transfer by the Optionee, without an intervening period, between
the Company and a subsidiary or parent of the Company, or between subsidiaries
and/or parents, shall not be considered a termination of Continuous Employment.
4. EXERCISE OF OPTION. Subject to Section 3 above, the portion of
this Option which has vested may be exercised in whole or in part by the
Optionee (or, after his or her death, by the person designated in Section 5
below), by delivery of the following to the Company at its principal executive
offices:
(a) a written notice of exercise which identifies this Agreement
and states the number of whole Shares (which may not be less than 100,
or all of the Shares if less than 100 Shares then remain covered by this
Option) then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or the committee of the Board of Directors administering the
Plan (the "Committee"), may approve from time to time;
(c) a check or cash in the amount reasonably requested, if
requested, by the Company to satisfy the Company s withholding
obligations under federal, state or other applicable tax laws with
respect to the taxable income, if any, recognized by the Optionee in
connection with the exercise, in whole or in part, of the Option (unless
the Company and Optionee shall have made other arrangements for
deductions or withholding from Optionee's wages, bonus or other income
paid to Optionee by the Company or any subsidiary or parent of the
Company, provided such arrangements satisfy the requirements of
applicable tax laws); and
(d) a letter, if requested by the Company, in such form and
substance as the Company may require, setting forth the investment
intent of the Optionee or the person designated in Section 5 below, as
the case may be.
5. DEATH OF OPTIONEE; NO ASSIGNMENT. The rights of the Optionee
under this Agreement may not be assigned or transferred except by will or by the
laws of descent and distribution, and may be exercised during the lifetime of
the Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement or the Plan shall be void and shall have no effect. If the Optionee
should die prior to the termination of this Option, and provided Optionee's
rights hereunder shall have vested pursuant to Section 2 hereof as of the date
of death, Optionee's legal representative, his or her legates, or the person who
acquired the right to exercise this Option by reason of the death of the
Optionee (individually, a "Successor") shall succeed to the Optionee's rights
and obligations under this Agreement. Abet the death of the Optionee, only a
Successor may exercise this Option.
6. REPRESENTATIONS AND WARRANTIES OF OPTIONEE.
2
<PAGE> 3
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon
the exercise of this Option without registering such Common Stock under
the Securities Act of 1933, as amended (the "Act"), on the basis of
certain exemptions from such registration requirement. Accordingly,
Optionee agrees that his or her exercise of the Option may be expressly
conditioned upon his or her delivery to the Company of an investment
certificate including such representations and undertakings as the
Company may reasonably require in order to assure the availability of
such exemptions, including a representation that Optionee is acquiring
the Shares for investment and not with a present intention of selling or
otherwise disposing such Shares and an agreement by Optionee that the
certificates evidencing the Shares may bear a legend indicating such
non-registration under the Act and the resulting restrictions on
transfer. Optionee acknowledges that, because Shares received upon
exercise of an Option may be unregistered, Optionee may be required to
hold the Shares indefinitely unless they are subsequently registered for
resale under the Act or an exemption from such registration is
available. Optionee further acknowledges that federal securities laws
and the securities laws of the state in which he or she resides may
require the placement of certain restrictive legends upon the Shares
issued upon exercise of this Option, and Optionee hereby consents to the
placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
7. LIMITATION OF COMPANY'S LIABILITY FOR NONISSUANCE. During the term
of the Plan, the Company agrees at all times to reserve and keep available, and
to use its reasonable best efforts to obtain from any regulatory body having
jurisdiction any requisite authority in order to issue and sell, such number of
shares of its Common Stock as shall be sufficient to satisfy its obligations
hereunder and the requirements of the Plan. Inability of the Company to obtain,
from any regulatory body having jurisdiction, authority deemed by the Company's
counsel to be necessary for the lawful issuance and sale of any shares of its
Common Stock hereunder and under the Plan shall relieve the Company of any
liability in respect of the nonissuance or sale of such shares as to which such
requisite authority shall not have been obtained.
8. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE, MERGER, ETC.
(a) In the event of any changes in the outstanding shares of
Common Stock of the Company resulting from a stock split, reverse stock
split, stock dividend, reclassification or similar change in the capital
structure of the Company, appropriate adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise
Price per share, in accordance with the provisions of Section 11.1 of
the Plan.
(b) In the event of a merger, consolidation or other
reorganization in which the Company is not the surviving corporation,
substantially similar consideration shall be provided to Optionee as was
provided to the shareholders of the Company, or substantially equivalent
options covering shares of the successor corporation shall be
substituted, in accordance with the provisions of Section 11.1 of the
Plan.
9. NO EMPLOYMENT CONTRACT CREATED. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to continuance
of employment
3
<PAGE> 4
with the Company or any subsidiary or parent of the Company, or to limit in any
way the right of the Company or any subsidiary or parent of the Company to
terminate Optionee's employment at any time, with or without cause.
10. RIGHTS AS SHAREHOLDER. The Optionee (or a Successor pursuant to
Section 5 hereof) shall have no rights as a shareholder with respect to any
Shares covered by this option until the date of the issuance of a stock
certificate or certificates to him or her for such Shares, notwithstanding the
exercise of this Option.
11. INTERPRETATION. This Option is granted pursuant to the terms of
the PCC Group, Inc. 1992 Incentive Stock Option Plan, and shall in all respects
be interpreted in accordance therewith.
12. NOTICES. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days abet being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
13. ANNUAL AND OTHER PERIODIC REPORTS. Until the expiration of the
right to exercise this Option as provided in Section 3 above, the Company will
furnish to the Optionee, at Optionee's request, copies of all annual and other
periodic financial and informational reports that the Company distributes
generally to its shareholders.
14. GOVERNING LAW. The validity, construction, interpretation, and
effect of this Option shall be governed by and determined in accordance with the
laws of the State of Delaware.
15. SEVERABILITY. Should any provision or portion of this Agreement be
held to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
16. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
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<PAGE> 5
17. ENTIRE AGREEMENT. This Agreement, together with the Plan,
constitutes the entire agreement between the parties pertaining to its subject
matter and supersedes all prior written or oral agreements and understandings of
the parties, either express or implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PCC GROUP, INC.
BY:__________________________
ITS:__________________________
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby acknowledges receipt of a copy of the
Plan. The Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board of Directors of the Company (or the
Committee thereof administering the Plan) regarding any questions arising under
the Plan. The Optionee authorizes the Company to withhold in accordance with
applicable law from any compensation payable to him or her any taxes required to
be withheld by federal, state or local law as a result of the exercise of this
Option.
OPTIONEE
-------------------------------
(SIGNATURE)
ROGER CHOU
-------------------------------
(TYPE OR PRINT NAME)
<PAGE> 1
EXHIBIT 5.1
April , 1998
PCC Group, Inc.
163 University Parkway
Pomona, CA 91768
RE: PCC GROUP, INC. REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We are acting as counsel for PCC Group, Inc., a California corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of the offering and sale of up to 700,000 shares
of the Company's common shares of no par value. The shares include 100,000
shares (the "1992 Plan Shares") issuable under the Company's 1992 Incentive
Stock Option Plan (the "1992 Plan"), 200,000 shares (the "Bonus Plan Shares")
issuable under the Company's 1992 Stock Bonus Plan (the "Bonus Plan), and
400,000 shares issuable (the "Stock Option Shares") pursuant to those certain
eight (8) agreements for stock options granted to certain outside directors and
employees of the Company (collectively, the "Stock Option Agreements"). A
Registration Statement on Form S-8 covering the Shares (the "Registration
Statement") is being filed under the Act with the Securities and Exchange
Commission.
In rendering the opinions expressed herein, we have reviewed such
matters of law as we have deemed necessary and have examined copies of the 1992
Plan, the Bonus Plan, the Stock Option Agreements, and such agreements,
instruments, documents and records as we have deemed relevant.
In rendering the opinions expressed herein, we have assumed the
genuineness and authenticity of all documents examined by us and of all
signatures thereon; the legal capacity of all natural persons executing such
documents; the conformity to original documents of all documents submitted to us
as certified or conformed copies or photocopies; and the completeness and
accuracy of the certificates of public officials examined by us. We have made no
independent factual investigation with regard to any such matters.
<PAGE> 2
PCC Group, Inc.
April , 1998
Page 2
Based upon the foregoing, but subject to the limitations set forth
below, it is our opinion that (i) the 1992 Plan Shares have been duly authorized
and, when issued and sold in accordance with the terms of the 1992 Plan, will
have been legally issued, fully paid and non-assessable, (ii) the Bonus Plan
Shares have been duly authorized and, when issued and sold in accordance with
the term of the Bonus Plan, will have been legally issued, fully paid and
non-assessable; and (iii) the Stock Option Shares will have been duly authorized
and, when issued and sold in accordance with the terms of the Stock Option
Agreements, will have been legally issued, fully paid and non-assessable.
The opinions expressed herein are limited to matters involving the
federal laws of the United States.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
LAW OFFICES OF GARY L. BLUM
BY:
---------------------------------
GARY L. BLUM, ESQ.
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<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
PCC Group, Inc.
Pomona, California
We hereby consent to the use in the Company's Registration Statements on
Form S-8 of our report dated December 5, 1997, relating to the audit of the
consolidated financial statements of PCC Group, Inc., which are contained in
and incorporated by reference to the Annual Report on Form 10-K for the year
ended September 30, 1997.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Los Angeles, California
April 8, 1998
