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EXHIBIT 10.15
WESTWOOD CORPORATION
2000 DIRECTORS' STOCK OPTION PLAN
ARTICLE I
The Plan
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1.1 Name. This plan shall be known as the "Westwood Corporation 2000
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Directors' Stock Option Plan."
1.2 Purpose. The purpose of the Plan is to provide incentive to Directors
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of the Company, in the form of additional compensation for their efforts on
behalf of the Company, and to secure the benefits arising from stock ownership
by the Directors for the Company and its shareholders.
1.3 Effective Date. The Plan shall become effective on June 7, 2000
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(which is the same date the Plan was adopted by the Company's Board of
Directors).
1.4 Participants. Only Directors of the Company shall be eligible to
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receive Options under the Plan.
ARTICLE II
Definitions
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As used herein, the following terms have the meanings hereinafter set forth
unless the context clearly indicates to the contrary:
(a) "Board" or "Board of Directors" shall mean the Board of Directors of
the Company.
(b) "Change of Control" shall mean:
(i) the acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 35% or more of the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in
the election of Directors (the "Company Voting Securities"), provided,
however, that any acquisition by the Company, or any employee benefit plan
(or related trust) of the Company, or any corporation with respect to
which, following such acquisition, more than 50% of the combined voting
power of
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the then outstanding voting securities of such corporation
entitled to vote generally in the election of Directors is then
beneficially owned, directly or indirectly, by the individuals and entities
who were the beneficial owners of the Company Voting Securities immediately
prior to such acquisition in substantially the same proportion as their
ownership, immediately prior to such acquisition, of the Company Voting
Securities shall not constitute a Change of Control; or
(ii) approval by the shareholders of the Company of a reorganization,
merger or consolidation, in each case, with respect to which the
individuals and entities who were the beneficial owners of the Company
Voting Securities immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of Directors, as the case may be, of the
corporation resulting from such reorganization, merger or consolidation, or
a complete liquidation or dissolution of the Company or of the sale or
other disposition of all or substantially all of the assets of the Company.
(c) "Company" shall mean Westwood Corporation, a Nevada corporation, and
its successors.
(d) "Director" shall mean any individual who is serving as a Director of
the Company.
(e) "Option" shall mean an option to purchase Stock granted by the Company
pursuant to the provisions of this Plan.
(f) "Option Price" shall mean the purchase price of each share of Stock
subject to Option, as defined in Section 5.2 hereof.
(g) "Optionee" shall mean a Director who has received an Option granted by
the Company hereunder.
(h) "Plan" shall mean this Westwood Corporation 2000 Directors' Stock
Option Plan.
(i) "Service" shall mean the tenure of an individual as a Director of the
Company.
(j) "Stock" shall mean the common stock of the Company, par value $.003
per share, or, in the event that the outstanding shares of
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Stock are hereafter changed into or exchanged for shares of a different class of
stock or securities of the Company or some Other corporation, such other stock
or securities.
(k) "Stock Option Agreement" shall mean the agreement between the Company
and the Optionee under which the Optionee may purchase Stock pursuant to the
Plan.
ARTICLE III
Plan Administration
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3.1 Board of Directors to Administer Plan. This Plan shall be
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administered by the Board of Directors of the Company.
3.2 Authority of the Board of Directors. The Board of Directors shall
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have full authority and discretion to:
(a) determine, consistent with the provisions of this Plan, which of
the Directors will be granted Options to purchase any shares of Stock which
may be issued and sold hereunder as provided in Section 4.1 hereof, the
times at which Options shall be granted, and the number of shares of Stock
covered by each Option;
(b) determine the Option Price (subject to Section 5.2 hereof) and
other terms and provisions of each respective Stock Option Agreement, which
need not be identical;
(c) determine whether the Options granted pursuant to this Plan shall
be Incentive Stock Options or Nonstatutory Stock Options;
(d) construe and interpret the Plan; and
(e) make all other determinations and take all other actions deemed
necessary or advisable for the proper administration of the Plan.
ARTICLE IV
Shares of Stock Subject to Plan
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4.1 Limitations. Subject to adjustment pursuant to the provisions of
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Section 4.3 hereof, the number of shares of Stock that may be issued and sold
hereunder pursuant to Stock Option Agreements shall not exceed five hundred
thousand (500,000) shares. Shares
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subject to Options which terminate or expire prior to exercise shall be
available for future Options.
4.2 Options Granted Under Plan. Shares of Stock with respect to which an
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Option granted hereunder shall have been exercised shall not again be available
for Option hereunder. If Options granted hereunder shall terminate for any
reason without being wholly exercised, then the Board of Directors shall have
the discretion to grant new Options to Optionees hereunder covering the number
of shares to which such terminated Options related.
4.3 Stock Adjustments; Mergers. Notwithstanding Section 4.1, in the event
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the outstanding shares of Stock are increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of any other corporation by reason of any merger, sale of stock,
consolidation, liquidation, recapitalization, reclassification, stock split up,
combination of shares, or stock dividend, the total number of shares set forth
in Section 4.1 shall be proportionately and appropriately adjusted by the Board.
If the Company continues in existence, the number and kind of shares that are
subject to any Option and the Option Price per share shall be proportionately
and appropriately adjusted without any change in the aggregate price to be paid
therefor upon exercise of the Option.
If the Company will not remain in existence or a majority of its Stock will
be purchased or acquired by a single purchaser or group of purchasers acting
together, then the Board may (i) declare that all Options shall terminate 30
days after the Board gives written notice to all Optionees of their immediate
right to exercise all Options then outstanding (without regard to limitations on
exercise otherwise contained in the Options), or (ii) notify all Optionees that
all Options granted under the Plan shall apply with appropriate adjustments as
determined by the Board to the securities of the successor corporation to which
holders of the numbers of shares subject to such Options would have been
entitled, or (iii) some combination of aspects of (i) and (ii). The
determination by the Board as to the terms of any of the foregoing adjustments
shall be conclusive and binding. Any fractional shares resulting from any of the
foregoing adjustments under this section shall be disregarded and eliminated.
4.4 Change of Control. Upon a Change of Control, all Options granted
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under the Plan shall become exercisable immediately notwithstanding the
provisions of the respective Option agreements regarding exercisability.
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ARTICLE V
Options
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5.1 Option Grant and Agreement. Each Option granted hereunder shall be
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evidenced by minutes of a meeting of the Board of Directors authorizing the same
and by a written Stock Option Agreement dated as of the date of grant and
executed by the Company and the Optionee, which Stock Option Agreement shall set
forth such terms and conditions as may be determined by the Board of Directors
to be consistent with the Plan.
5.2 Option Price. The Option Price of each share of Stock subject to
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Option shall not be less than the price quoted on the NASDAQ Bulletin Board on
the date of grant.
5.3 Option Exercise. Options may be exercised in whole or in part from
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time to time with respect to whole shares only, within the period permitted for
the exercise thereof. Notwithstanding any other provision in this Plan, no
option granted under the Plan may be exercised more than ten (10) years after
the date on which it is granted. Options shall be exercised by: (i) written
notice of intent to exercise the Option with respect to a specific number of
shares of Stock which is delivered by hand delivery or registered or certified
mail, return receipt requested, to the Company at its principal office; and (ii)
payment in full to the Company at such office of the amount of the Option Price
for the number of shares of Stock with respect to which the Option is then being
exercised. Payment of the Option Price shall be made in cash, certified check,
cashier's check or personal check.
5.4 Nontransferability of Option. No Option shall be transferred by an
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Optionee otherwise than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act, or the rules thereunder (a
"Qualified Domestic Order"). During the lifetime of an Optionee, the Option
shall be exercisable only by the Optionee or the Optionee's legal guardian or
personal representative.
5.5 Effect of Termination of Service. (a) If an Optionee's Service with
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the Company shall be terminated for any reason, then the Optionee shall have the
right to exercise the Optionee's Options for ninety (90) days after the date of
such termination, but only to the extent that such Options were exercisable at
the date of such termination; provided, however, that the Board of Directors
may, but shall not be obligated to, allow such Optionee to exercise within such
time any or all of the Options, if any, held by the Optionee which would not yet
otherwise be exercisable. (b) No transfer of an Option by the Optionee by will,
the laws of descent and distribution, or a
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Qualified Domestic Order shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and an
authenticated copy of the will or the Qualified Domestic Order and/or such other
evidence as the Company may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions of such Option.
5.6 Rights as Shareholder. An Optionee or a transferee of an Option shall
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have no rights as a shareholder with respect to any shares of Stock subject to
such Option prior to the purchase of such shares by exercise of such Option as
provided herein.
5.7 Investment Intent. Upon or prior to the exercise of all or any
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portion of an Option, the Optionee shall furnish to the Company in writing such
information or assurances as, in the Company's opinion, may be necessary to
enable it to comply fully with the Securities Act of 1933, as amended, and the
rules and regulations thereunder and any other applicable statutes, rules, and
regulations. Without limiting the foregoing, if a registration statement is not
in effect under the Securities Act of 1933, as amended, with respect to the
shares of Stock to be issued upon exercise of an Option, the Company shall have
the right to require, as a condition to the exercise of such Option, that the
Optionee represent to the Company in writing that the shares to be received upon
exercise of such Option will be acquired by the Optionee for investment and not
with a view to distribution and that the Optionee agrees, in writing, that such
shares will not be disposed of except pursuant to an effective registration
statement, unless the Company shall have received an opinion of counsel
reasonably acceptable to it to the effect that such disposition is exempt from
the registration requirements of the Securities Act of 1933, as amended. The
Company shall have the right to endorse on certificates representing shares of
Stock issued upon exercise of an Option such legends referring to the foregoing
representations and restrictions or any other applicable restrictions on resale
or disposition as the Company, in its discretion, shall deem appropriate.
ARTICLE VI
Stock Certificates
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The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
of any portion thereof, prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock exchanges on which the
Stock is then listed, if any; (b) The completion of any registration or other
qualification of such shares under any federal or state law or under the rulings
or regulations of the Securities and Exchange Commission or
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any other governmental regulatory agency, which the Company shall in its sole
discretion determine to be necessary or advisable; (c) The obtaining of any
approval or other clearance from any federal or state governmental agency which
the Company shall in its sole discretion determine to be necessary or advisable;
and (d) The lapse of such reasonable period of time following the exercise of
the Option as the Company from time to time may establish for reasons of
administrative convenience.
ARTICLE VII
Termination, Amendment, and Modification of Plan
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The Board may at any time terminate, and may at any time and from time to
time and in any respect amend or modify, the Plan; provided, however, that no
such action of the Board without approval of the shareholders of the Company may
increase the total number of shares of Stock subject to the Plan except as
contemplated in Section 4.3 hereof or alter the class of persons eligible to
receive Options under the Plan, and provided further that no termination,
amendment, or modification of the Plan shall without the written consent of the
Optionee of such Option adversely affect the rights of the Optionee with respect
to an outstanding Option or the unexercised portion thereof.
ARTICLE VIII
Miscellaneous
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8.1 Other Compensation Plans. The adoption of the Plan shall not affect
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any other stock option or incentive or other compensation plans in effect for
the Company, nor shall the Plan preclude the Company from establishing any other
forms of incentive or other compensation for Directors or officers of the
Company.
8.2 Plan Expenses. Any expenses incurred in the administration of the
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Plan shall be borne by the Company.
8.3 Use of Proceeds. Payments received from a Director upon the exercise
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of Options shall be used for general corporate purposes of the Company.
8.4 Plan Binding on Successors. The Plan shall be binding upon the
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successors and assigns of the Company.
8.5 Singular, Plural; Gender. Whenever used herein, nouns in the singular
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shall include the plural, and the masculine pronoun shall include the feminine
gender.
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8.6 Applicable Law. This Plan shall be governed by and construed in
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accordance with the laws of the State of Oklahoma.
8.7 Headings, etc., No Part of Plan. Headings of Articles and Sections
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hereof are inserted for convenience and reference; they constitute no part of
the Plan.
8.8 Severability. If any provision or provisions of this Plan shall be
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held to be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
ADOPTED THE 7TH DAY OF JUNE, 2000 BY THE BOARD OF DIRECTORS OF WESTWOOD
CORPORATION.
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