EXHIBIT 10.64
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made by and
between NATIONAL MANUFACTURING TECHNOLOGIES, INC., a California corporation (the
"Corporation"), and (the "Optionee").
NOW, THEREFORE, in consideration of the mutual benefit to be derived
herefrom, the Corporation and Optionee agree as follows:
1. Grant of Option. The Corporation hereby grants to Optionee, subject to
all the terms and provisions of the NATIONAL MANUFACTURING TECHNOLOGIES, INC.,
1998 Stock Option Plan dated February 12, 1998, as such Plan may be hereinafter
amended, a copy of which is attached hereto and incorporated herein by this
reference (the "Plan"), the right, privilege and option ("Option") to purchase
150,000 shares of its common stock ("Stock") at $0.2969 per
share, in the manner and subject to the conditions provided hereinafter and in
the Plan and any amendments thereto and any rules and regulations thereunder.
2. Time of Exercise of Option. The Option is fully vested. Any exercise
may be with respect to any part or all of the shares then exercisable pursuant
to such Option, provided that the minimum number of shares exercisable at any
time shall not be less than 100 shares or the balance of shares for which the
Option is then exercisable. Such Option must be exercised within 10 YEARS after
the date of the grant. In no event shall the Corporation be required to transfer
fractional shares to Optionee or those entitled to Optionee's rights herein.
3. Method of Exercise. The Option shall be exercised by Optionee as set
forth in Sections 5.4 and 5.5 of the Plan.
4. Restrictions on Exercise and Delivery. The exercise of each Option shall
be subject to the condition that, if at any time the Committee shall
determine, in its sole and absolute discretion,
(1) the satisfaction of any withholding tax or other withholding
liabilities, is necessary or desirable as a condition of, or in connection with,
such exercise or the delivery or purchase of Stock pursuant thereto,
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(2) the listing, registration, or qualification of any shares deliverable
upon such exercise is desirable or necessary, under any state or federal law, as
a condition of, or in connection with, such exercise or the delivery or purchase
of shares pursuant thereto, or
(3) the consent or approval of any regulatory body is necessary or desirable
as a condition of, or in connection with, such exercise or the delivery or
purchase of shares pursuant thereto,
then in any such event, such exercise shall not be effective unless such
with-holding, listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Committee. Optionee shall execute such documents and take such other actions as
are required by the Committee to enable it to effect or obtain such withholding,
listing, registration, qualification, consent or approval. Neither the
Corporation nor any officer or director, or member of the Committee, shall have
any liability with respect to the non-issuance or failure to sell shares as the
result of any suspensions of exercisability imposed pursuant to this Section.
5. Termination of Option. Except as otherwise provided in this Agreement or
the Plan, to the extent not previously exercised, the Option shall
terminate upon the first to occur of any of the following events:
(1) the dissolution or liquidation of the Corporation;
(2) the expiration of 10 years from the date of the grant of the Option
hereunder;
(3) the breach by Optionee of any provision of this Agreement;
(4) as more fully set forth in Section 3.2.1 of the Plan, 90 days after
termination of employment other than for "cause";
(5) as more fully set forth in Section 3.2.2 of the Plan, upon or as of the
occurrence of an event giving rise to termination of employment for "cause";
(6) as more fully set forth in Section 3.3 of the Plan, six months after an
optionee's death; or
(7) as more fully set forth in Section 6.2 of the Plan, in the event of a
Capital Transaction.
6. Nonassignability. Options may not be sold, pledged, assigned or
transferred in any manner other than by will or by the laws of intestate
succession, and may be exercised during the lifetime of Optionee only by
Optionee. Any transfer by Optionee of any Option granted under the Plan or this
Agreement shall void such Option and the Corporation shall have no further
obligation with respect to such Option. No Option shall be pledged or
hypothecated in any way, nor shall any Option be subject to execution,
attachment or similar process.
7. Rights as Shareholder. Neither Optionee nor his executor, administrator,
heirs or legatees, shall be, or have any rights or privileges of a
shareholder of the Corporation in respect of the Stock unless and until
certificates representing such Stock shall have been issued in Optionee's name.
8. Restrictive Legends. Each certificate evidencing the shares acquired
hereunder, including any certificate issued to any transferee thereof, shall be
imprinted with legends substantially in the form set forth in the Plan.
9. No Right of Employment. Neither the grant nor exercise of any Option nor
anything in the Plan or this Agreement shall impose upon the Corporation or
any other corporation any obligation to employ or continue to employ any
Optionee. The right of the Corporation and any other corporation to terminate
any employee shall not be diminished or affected because an Option has been
granted to such employee.
10. Mandatory Arbitration. In the event of any dispute between the
Corporation and Optionee regarding this Agreement or the Plan, the dispute and
any issue as to the arbitrability of such dispute, shall be settled to the
exclusion of a court of law, by arbitration in San Diego, California, by a panel
of three arbitrators (each party shall choose one arbitrator and the third
shall be chosen by the two arbitrators so selected) in accordance with the
Commercial Arbitration Rules of the American Arbitration Association then in
effect. The decision of a majority of the arbitrators shall be final and
binding upon the parties. All costs of the arbitration and the fees of the
arbitrators shall be allocated between the parties as determined by a majority
of the arbitrators, it being the intention of the parties that the prevailing
party in such a proceeding be made whole with respect to its expenses.
11. Definitions. Capitalized terms shall have the meaning set forth in the
Plan unless otherwise defined herein.
12. Notices. Any notice to be given under the terms of this Agreement shall
be addressed to the Corporation in care of its Secretary at its principal
office, and any notice to be given to Optionee shall be addressed to such
Optionee at the address maintained by the Corporation for such person or at such
other address as the Optionee may specify in writing to the Corporation.
13. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of Optionee, his heirs and successors, and of the Corporation, its
successors and assigns.
14. Governing Law. This Agreement shall be governed by the laws of the
State of California.
15. Descriptive Headings. Titles to Sections are solely for information
purposes.
16. Application of Plan. The Corporation has delivered and the Optionee
hereby acknowledges receipt of a copy of the Plan. The parties agree and
acknowledge that the Option granted hereunder is granted pursuant to the Plan
and subject to the terms and provisions thereof, and the rights of the Optionee
are subject to modifications and termination in certain events as provided in
the Plan.
IN WITNESS WHEREOF, this Agreement is effective as of, and the date of
grant shall be, OCTOBER 1, 1999
NATIONAL MANUFACTURING TECHNOLOGIES, INC., a California corporation
By: /S/ Patrick W. Moore
Patrick W. Moore
----------------------------
Chief Executive Officer
OPTIONEE
/S/ James P. Hill
----------------------------
James P. Hill
