As filed with the Securities and
Exchange Commission on February 16, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
WPI GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
New Hampshire 02-218767
------------- ---------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1155 Elm Street
Manchester, New Hampshire 03101
-------------------------------
(Address of Principal Executive Offices Including Zip Code)
WPI GROUP, INC. NONSTATUTORY STOCK OPTIONS
------------------------------
(Full Title of Plan)
MICHAEL H. FOSTER
Chairman and Chief Executive Officer
WPI GROUP, INC.
1155 Elm Street
Manchester, NH 03101
(603) 627-3500
(Name, address, including zip code, and telephone
number including area code, of agent for service)
Copy to: MICHAEL B. TULE, Vice President - General Counsel
WPI GROUP, INC.
1155 Elm Street
Manchester, NH 03101
-----------------------------
Approximate date of proposed sales pursuant to the Plan:
From time to time after the effective date of this Registration
Statement
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C><S> <S> <S>
Title of Proposed Maximum Proposed Maximum Amount of
Securities To Amount To Be Offering Aggregate Registration
Be Registered Registered Price Per Share 1 Offering Price 1 Fee
- -------------------------------------------------------------------------
Common Stock
par value $.01 85,000 $4.031 $342,635 $123.25
</TABLE>
1 Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low reported sale prices of the
registrant's Common Stock as quoted in the National Market System
of the NASDAQ on February 12, 1999
<PAGE>
TABLE OF CONTENTS
Page
INTRODUCTION 1
AVAILABLE INFORMATION 1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT II-1
Item 3. Incorporation of Documents by Reference II-1
---------------------------------------
Item 6. Indemnification of Directors and Officers II-1
-----------------------------------------
Item 8. Exhibits II-2
--------
Item 9. Undertakings II-2
------------
SIGNATURES II-4
INDEX OF EXHIBITS II-6
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 relates to the
registration of 85,000 shares of WPI Group, Inc. (the "Company")
common stock issuable under certain nonstatutory stock options
granted to certain directors and consultants by WPI Group, Inc.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth
Street N.W., Washington, D.C. 20549; and at the Regional Offices
of the Commission at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 75 Park Place,
Room 1400, New York, NY 10007. Copies of such materials can be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the Company is required to filed electronic
versions of these materials with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval
(EDGAR) System. The Commission maintains a Word Wide Web site at
http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants and file
electronically with the Commission. The common stock of the
Company is traded on the NASDAQ National Market. Reports and
other information concerning the Company be inspected at the
National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006.
The Company will provide without charge to any person,
including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request, a copy of its most
recent annual report to stockholders and any and all documents
incorporated herein by reference (other than certain exhibits to
such documents). See "Certain Other Information." Written
requests should be directed to Investor Relations, WPI Group,
Inc., 1155 Elm Street, Manchester, New Hampshire 03101.
Telephone requests may be directed to (603) 627-3500.
- 1 -
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed by the Company with the
Commission are incorporated herein by reference:
1. Annual Report on Form 10-KSB for the Fiscal Year Ended
September 27,1998.
2. Quarterly Reports on Form 10-Q for the quarter
ended December 27, 1998.
3. The description of the Common Stock which is contained
in the Company's Registration Statement filed pursuant
to Section 12 of the Exchange Act, and any amendment or
report filed for the purpose of updating such
description.
All documents filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which de-registers such securities then remaining
unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
New Hampshire Revised Statutes Annotated ("RSA") 293-A,
Sections 8.51 and 8.56, empower a corporation, subject to certain
limitations, to indemnify its directors and officers against
expenses (including attorneys' fees, judgments, fines and amounts
paid in settlement) actually and reasonably incurred by them in
connection with any civil or criminal suit or proceeding (other
than a derivative action) to which they are parties or threatened
to be made parties by reason of being directors or officers, if
they acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the corporation
(and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful). The
power to indemnify in connection with an action or suit by or in
the right of the corporation (a derivative action) is more
limited. Indemnification against expenses actually and
reasonably incurred is required if a director or officer is
wholly successful in defense of an action, suit or proceeding of
the type where indemnity is permitted by the statute. Unless
ordered by a court, indemnification under the statute, other than
mandatory indemnification against expenses, may be made only if a
determination that indemnification is proper has been made by a
prescribed vote of the board of directors, special legal counsel
in certain cases, by the shareholders or by the prescribed vote
of a committee duly designated by the board of directors, in
certain cases. Indemnification provided for by RSA 293-A:8.50-
8.58 is not exclusive and a corporation is empowered to maintain
insurance on behalf of its directors and officers against any
liability asserted against them in that capacity, whether or not
the corporation would have the power under that section to
indemnify them.
II-1
<PAGE>
The by-laws of the Registrant provide that it shall
indemnify any director or officer pursuant to the provisions of
RSA 293-A:8.50-8.58.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing or any existing arrangement or otherwise, the
Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy and is, therefore, unenforceable.
The by-laws of the Company provide that it shall indemnify
any director or officer to the fullest extent allowed by law.
The Company currently maintains insurance on behalf of its
directors and officers against liability asserted against them in
that capacity.
Item 8. Exhibits
--------
The exhibits listed on the Exhibit Index on Page II-6 of
this Registration Statement are filed herewith or are
incorporated herein by reference to other filings.
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 1993 ("Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not
apply if 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 the Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that for the
purpose 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 1933 that is incorporated by
reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities
offered therein,
II-2
<PAGE>
and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the provisions set forth in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
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 behalf by the undersigned, thereunto duly authorized, in the
City of Manchester, State of New Hampshire, on February 16,1999.
WPI GROUP, INC.
By:/s/ John Allard
------------------
John Allard, President
and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on the 16th day of
February 16, 1999.
Signature Title
- --------- -----
/s/Michael Foster Chairman, Chief Executive
- ----------------- Officer and Director
Michael Foster (Principal Executive Officer)
/s/ John Allard President, Chief Operating
- ----------------- Officer and Director
John Allard
/s/John Powers Vice President and Chief
- -------------- Financial Officer
John Powers (Principal Accounting Officer)
/s/Stephen Carlotti Director
- -------------------
Stephen Carlotti
/s/Paul Giovacchini Director
- -------------------
Paul Giovacchini
/s/Irving Gutin Director
- ---------------
Irving Gutin
/s/Steven Shulman Director
- -----------------
Steven Shulman
/s/Bernard Tenenbaum Director
- --------------------
Bernard Tenenbaum
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Manchester, State of New Hampshire, on
February 16, 1999.
WPI GROUP, INC.
(Plan Administrator)
By:/s/ John Allard
-----------------
John Allard, President
and Chief Operating Officer
<PAGE>
INDEX OF EXHIBITS
Exhibit
Number Description of Exhibits
5 Opinion re: Legality
23.1 Consent of Michael B. Tule, Vice President,
General Counsel and Secretary is contained in
Exhibit 5
23.2 Consent of Arthur Andersen LLP
99.1 Nonstatutory Stock Option Agreement dated October
16, 1996 between WPI Group, Inc. and Horizon
Public Adjusters Group, Inc., granting option to
purchase 35,000 shares of WPI Group, Inc. common
stock.
99.2 Nonstatutory Stock Option Agreement dated October
18, 1996 between WPI Group, Inc. and Peter D.
Danforth, granting option to purchase 5,000 shares
WPI Group, Inc. common stock.
99.3 Nonstatutory Stock Option Agreement dated October
18, 1996 between WPI Group, Inc. and Paul G.
Giovacchini, granting option to purchase 5,000
shares WPI Group, Inc. common stock.
99.4 Nonstatutory Stock Option Agreement dated October
18, 1996 between WPI Group, Inc. and Irving Gutin,
granting option to purchase 5,000 shares WPI
Group, Inc. common stock.
99.5 Nonstatutory Stock Option Agreement dated October
18, 1996 between WPI Group, Inc. and Robert C.
McCray, granting option to purchase 5,000 shares
WPI Group, Inc. common stock.
99.6 Nonstatutory Stock Option Agreement dated October
18, 1996 between WPI Group, Inc. and Bernard H.
Tenenbaum, granting option to purchase 5,000
shares WPI Group, Inc. common stock.
99.7 Nonstatutory Stock Option Agreement dated October
31, 1997 between WPI Group, Inc. and Peter D.
Danforth, granting option to purchase 5,000 shares
WPI Group, Inc. common stock.
99.8 Nonstatutory Stock Option Agreement dated October
31, 1997 between WPI Group, Inc. and Paul G.
Giovacchini, granting option to purchase 5,000
shares WPI Group, Inc. common stock.
99.9 Nonstatutory Stock Option Agreement dated October
31, 1997 between WPI Group, Inc. and Irving Gutin,
granting option to purchase 5,000 shares WPI
Group, Inc. common stock.
99.10 Nonstatutory Stock Option Agreement dated February
10, 1998 between WPI Group, Inc. and Robert C.
McCray, granting option to purchase 5,000 shares
WPI Group, Inc. common stock.
99.11 Nonstatutory Stock Option Agreement dated October
31, 1997 between WPI Group, Inc. and Bernard H.
Tenenbaum, granting option to purchase 5,000
shares WPI Group, Inc. common stock.
Exhibit 5
February 16, 1999
WPI Group, Inc.
1155 Elm Street
Manchester, NH 03101
Ladies and Gentlemen:
You have requested my opinion as to certain matters
concerning shares of WPI Group, Inc. common stock with respect to
which you are filing a Registration Statement on Form S-8 with
the Securities and Exchange Commission ("Registration
Statement"). The aforesaid shares are to be issued pursuant to
the registration of 850,000 shares of WPI Group, Inc. common
stock issuable under certain nonstatutory stock options granted
to directors and consultants by WPI Group, Inc. Nonstatutory
Stock Option Agreements are included as Exhibits 99.1 to 99.10
to the Registration Statement.
I have examined such corporate documents and made such
investigation of matters of fact in law as I deemed necessary to
the rendition of this opinion. I have assumed that there will be
no material changes in the documents examined and the matters
investigated and that there will be unauthorized but unissued
shares available for issue in sufficient amounts at the time that
any Shares are issued. Based upon such examinations and
investigations, and upon those assumptions, I am of the opinion
that the Shares, when issued in accordance with the Plans, will
be duly authorized, legally issued, fully paid and non-
assessable.
I consent to the filing of this letter as an exhibit to the
Registration Statement and to all references to me in the
Registration Statement.
Very truly yours,
/s/ Michael B. Tule
Michael B. Tule
Vice President, General Counsel
and Secretary
MBT/lmr
Exhibit 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration Statement of our
report dated December 10, 1998 (except with respect to the matter
discussed in Note 3, as to which the date is December 27, 1998),
included in WPI Group Inc.'s Annual Report on Form 10-K for the year
ended September 27, 1998.
Arthur Andersen LLP
Boston, Massachusetts
February 16, 1999
Exhibit 99.1
WPI GROUP, INC.
STOCK OPTION
THIS AGREEMENT is made as of the 16th day of October, 1996,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Horizon Public Adjusters Group, Inc. (the
"Optionee").
W I T N E S S E T H:
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Thirty Five Thousand
(35,000) shares of its Stock, at the Option Price per share shown
in Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Six
Dollars and Thirty Eight Cents ($6.38 ) per share of Stock, an
amount which is not less than the par value of a share of Stock
and which constitutes the fair market value of each share of
Stock on the date of this Agreement.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option in full.
(b) The Optionee may exercise the Option at any time
upon delivery of proper notice to the Company and compliance
with the terms and conditions hereof. Subject to that
limitation, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
17,500 shares.
(c) The Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
<PAGE>
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(d) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
October 15, 2006 (such date being a date preceding the tenth
anniversary of the date of this Agreement).
5. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made in cash, cashier's check, or other
readily available funds; or
6. Adjustment of Shares. In the event of any change in
the number of issued and outstanding shares of Common Stock of
the Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
7. Nontransferability. The Option is not transferable by
the Optionee. Optionee acknowledges that the securities issuable
upon the exercise of this Option have not been registered under
the Securities Act of 1933 (the "Act") or any State securities
law. These securities may not be sold, pledged or otherwise
disposed of unless: (i) such securities are covered by an
effective registration statement under the Act; or (ii) the
Company has been furnished with an opinion of counsel acceptable
to counsel for the Company to the effect that no registration I s
required for such transfer.
8. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
9. Binding Effect. This Agreement shall be binding upon
the Company and the Optinee and their respective heirs,
executors, administrators and successors.
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Dennis M. Deegan
---------------------
Dennis M. Deegan,
President & COO
/s/ Michael Tule
- ----------------
Michael Tule, Secretary
(CORPORATE SEAL)
HORIZON PUBLIC ADJUSTERS
GROUP, INC., Optionee
By:/s/Michael Cohen, Chairman
--------------------------
Duly Authorized
<PAGE>
Exhibit 99.2
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 18th of October 1996,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Peter D. Danforth (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Ten Thousand (10,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
3,334 10/01/97
6,667 10/01/98
10,000 10/01/99
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
<PAGE>
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) Two Thousand Five Hundred (2,500) shares
or (ii) the number of shares to which his exercise right has
accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/17/2006 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
<PAGE>
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Dennis Deegan
-----------------
Dennis Deegan, President & COO
/s/ Michael Tule
- -----------------
Michael Tule, Secretary
(CORPORATE SEAL)
/s/ Peter D. Danforth
---------------------
Peter D. Danforth, Optionee
<PAGE>
Exhibit 99.3
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 18th of October 1996,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Paul G. Giovacchini (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Ten Thousand (10,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
3,334 10/01/97
6,667 10/01/98
10,000 10/01/99
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
<PAGE>
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) Two Thousand Five Hundred (2,500) shares
or (ii) the number of shares to which his exercise right has
accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/17/2006 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
<PAGE>
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Dennis M. Deegan
--------------------
Dennis M. Deegan, President & COO
/s/ Michael Tule
- ----------------
Michael Tule, Secretary
(CORPORATE SEAL)
/s/ Paul G. Giovacchini
-----------------------
Paul G. Giovacchini, Optionee
<PAGE>
Exhibit 99.4
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 18th of October 1996,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Irving Gutin (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Ten Thousand (10,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
3,334 10/01/97
6,667 10/01/98
10,000 10/01/99
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
<PAGE>
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) Two Thousand Five Hundred (2,500) shares
or (ii) the number of shares to which his exercise right has
accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/17/2006 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
<PAGE>
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By:/s/Dennis M. Deegan
-------------------
Dennis M. Deegan, President & COO
/s/ Michael Tule
- ----------------
Michael Tule, Secretary
(CORPORATE SEAL)
/s/ Irving Gutin
-----------------
Irving Gutin, Optionee
<PAGE>
Exhibit 99.5
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 18th of October 1996,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Robert C. McCray (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Ten Thousand (10,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
3,334 10/01/97
6,667 10/01/98
10,000 10/01/99
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
<PAGE>
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) Two Thousand Five Hundred (2,500) shares
or (ii) the number of shares to which his exercise right has
accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/17/2006 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
<PAGE>
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Dennis M. Deegan
--------------------
Dennis M. Deegan, President & COO
/s/ Michael Tule
- ----------------
Michael Tule, Secretary
(CORPORATE SEAL)
/s/ Robert C. McCray
--------------------
Robert C. McCray, Optionee
<PAGE>
Exhibit 99.6
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 18th of October 1996,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Bernard H. Tenenbaum (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Ten Thousand (10,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Six
Dollars and Thirty Seven and One Half Cents ($6.375) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
3,334 10/01/97
6,667 10/01/98
10,000 10/01/99
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
<PAGE>
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) Two Thousand Five Hundred (2,500) shares
or (ii) the number of shares to which his exercise right has
accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/17/2006 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
<PAGE>
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Dennis M. Deegan
--------------------
Dennis M. Deegan, President & COO
/s/ Michael Tule
- ----------------
Michael Tule, Secretary
(CORPORATE SEAL)
/s/Bernard H. Tenenbaum
-----------------------
Bernard H. Tenenbaum, Optionee
<PAGE>
Exhibit 99.7
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 31st of October 1997,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Peter D. Danforth (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Five Thousand (5,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Eleven
Dollars and Twelve and One Half Cents ($11.125) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
5,000 October 1, 1998
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
<PAGE>
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) One Thousand Two Hundred and Fifty
(1,250) shares or (ii) the number of shares to which his
exercise right has accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/30/2007 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
<PAGE>
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Dennis M. Deegan
--------------------
Dennis M. Deegan, President & COO
/s/ Michael Tule
- ----------------
Michael Tule, Secretary
(CORPORATE SEAL)
/s/ Peter D. Danforth
---------------------
Peter D. Danforth, Optionee
<PAGE>
Exhibit 99.8
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 31st of October 1997,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Paul G. Giovacchini (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Five Thousand (5,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Eleven
Dollars and Twelve and One Half Cents ($11.125) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
1,667 October 1, 1998
3,334 October 1, 1999
5,000 October 1, 2000
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
<PAGE>
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) One Thousand Two Hundred and fifty
(1,250) shares or (ii) the number of shares to which his
exercise right has accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/30/2007 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
<PAGE>
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Dennis M. Deegan
--------------------
Dennis M. Deegan, President & COO
/s/ Michael Tule
- ----------------
Michael Tule, Secretary
(CORPORATE SEAL)
/s/ Paul G. Giovacchini
-----------------------
Paul G. Giovacchini, Optionee
<PAGE>
Exhibit 99.9
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 31st of October 1997,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Irving Gutin (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Five Thousand (5,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Eleven
Dollars and Twelve and One Half Cents ($11.125) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
1,667 October 1, 1998
3,334 October 1, 1999
5,000 October 1, 2000
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
<PAGE>
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) One Thousand Two Hundred and Fifty
(1,250) shares or (ii) the number of shares to which his
exercise right has accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/30/2007 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
<PAGE>
the date of exercise of the Option.
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Dennis M. Deegan
--------------------
Dennis M. Deegan, President & COO
/s/ Michael Tule
- ----------------
Michael Tule, Secretary
(CORPORATE SEAL)
/s/ Irving Gutin
----------------
Irving Gutin, Optionee
Exhibit 99.10
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 10th day of February, 1998,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Robert C. McCray (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Ten Thousand (10,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Eleven
Dollars and Twelve and One Half Cents ($11.125) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
5,000 February 10, 1998
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
<PAGE>
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) One Thousand Two Hundred and Fifty
(1,250) shares or (ii) the number of shares to which his
exercise right has accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
02/09/2000 (such date being a date preceding the second
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
<PAGE>
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Dennis M. Deegan
--------------------
Dennis M. Deegan, President & COO
/s/ Michael Tule
- -----------------
Michael Tule, Secretary
(CORPORATE SEAL)
/s/ Robert C. McCray
---------------------
Robert C. McCray, Optionee
<PAGE>
Exhibit 99.11
WPI GROUP, INC.
NONSTATUTORY STOCK OPTION
(Nonemployee Director)
THIS AGREEMENT is made as of the 31st of October 1997,
between WPI Group, Inc., a New Hampshire corporation (the
"Company"), and Bernard H. Tenenbaum (the "Optionee").
W I T N E S S E T H :
WHEREAS, it has been determined to be in the best interest
of the Company that the Optionee be provided with an inducement
to acquire a proprietary interest in the Company in the form of
an option to purchase certain shares of common stock of the
Company, par value $ 0.01 per share (the "Stock").
NOW, THEREFORE, in consideration of the premises, promises
and conditions hereof, the Company and the Optionee hereby agree
as follows:
1. Grant of Option. Subject to the terms and conditions
of this Agreement, the Company hereby grants the Optionee the
right, privilege and option to purchase Five Thousand (5,000)
shares of its Stock, at the Option Price per share shown in
Section 2 of this Agreement.
2. Option Price. The Optionee shall pay to the Company,
as consideration for the issuance of Stock upon exercise, Eleven
Dollars and Twelve and One Half Cents ($11.125) per share of
Stock, an amount which is not less than the par value of a share
of Stock.
3. Accrual of Exercise Right.
(a) Subject to the terms and conditions of this
Agreement, the Optionee shall have the right to exercise the
Option as to the number of shares of Stock shown in Column A
below on the date shown opposite that number in Column B
below:
COLUMN A COLUMN B
Cumulative Number of Shares Accrual of Exercise Right
1,667 October 1, 1998
3,334 October 1, 1999
5,000 October 1, 2000
(b) The Optionee's right to exercise the Option on any
date shall be limited to the excess, if any, of (i) the
total number of shares of Stock to which his exercise right
has accrued on such date, over (ii) the number of shares of
Stock for which the Option has been exercised.
<PAGE>
(c) The Optionee may exercise the Option at any time
upon the delivery of proper notice to the Company and
compliance with the terms and conditions hereof. Subject to
that limitation and the limitations described in Section
3(e) below, the Optionee may exercise the Option to the
extent his exercise right has accrued in whole at any time
or in part from time to time, provided that the number of
shares of Stock purchased at any time shall not be less than
the smaller of (i) One Thousand Two Hundred and Fifty
(1,250) shares or (ii) the number of shares to which his
exercise right has accrued at that time.
(d) This Option may not be exercised if, in the sole
judgment of the Company, the issuance of shares of common
stock of the Company upon such exercise would constitute a
violation of any applicable Federal or State securities or
other law, rule, order or regulation.
(e) Except as provided in Sections 4 and 5 of this
Agreement, no right to exercise the Option shall accrue
after the date the Optionee ceases to be a director of the
Company for any reason.
(f) The Optionee shall have no right whatsoever as a
shareholder with respect to any shares of Stock subject to
this Option until such shares are issued to him in
accordance with this Agreement.
4. Life of Option. The Option shall expire when exercised
in full; provided, however, and subject to Section 5 of this
Agreement, the Option (to the extent not exercised and not
exercisable) also shall expire immediately and automatically on
10/30/2007 (such date being a date preceding the tenth
anniversary of the date of this Agreement) or, if earlier, on the
day the Optionee ceases to be a director of the Company, provided
that the Company may, in its sole and absolute discretion, extend
the exercise period for up to an additional thirty (30)
consecutive days following such date (but not beyond the date of
automatic expiration).
5. Death or Disability. If the Optionee ceases to be a
director of the Company because he dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code), the period
of thirty (30) consecutive days described in Section 4 of this
Agreement shall automatically be replaced by a period of twelve
(12) consecutive months for purposes of determining the date of
expiration of the Option under Section 4, and the Optionee's
right to exercise the Option shall automatically accrue in full
under Section 3 of this Agreement in such event.
6. Method of Exercise of Option. The Option (to the
extent exercisable under the terms of this Agreement) may be
exercised in whole or in part by the Optionee by giving the
Company written notice, at its principal offices in Manchester,
New Hampshire, of the exercise of such Option and by paying to
the Company the Option Price before the date the Option expires.
Such payment shall be made either in:
(a) cash, cashier's check, or other readily available
funds; or
(b) transfer of shares of the Common Stock of the Company
owned by the Optionee; provided that, the number of shares
of Common Stock representing the Option Price shall be
valued at the closing price of the Common Stock, as reported
on the NASDAQ National Market System, on the date preceding
the date of exercise of the Option.
<PAGE>
7. Adjustment of Shares. In the event of any change in the
number of issued and outstanding shares of Common Stock of the
Corporation which results from a stock split, reverse stock
split, the payment of a stock dividend or any other change in the
capital structure of the Corporation, such as a merger,
consolidation, reorganization or recapitalization, the Company
shall appropriately adjust the number of shares subject to this
Option and the price per share thereof (but not the total price)
so that, upon exercise of this Option, the Optionee shall receive
the same number of shares he would have received had he been the
holder of all shares subject to this Option immediately before
the effective date of such change in the number of issued shares
of the Common Stock of the Corporation.
8. Nontransferability. The Option is not transferable by
the Optionee other than by testamentary devise or by the
applicable laws of descent and distribution, and the Option shall
be exercisable during the Optionee's lifetime only by the
Optionee. Notwithstanding the foregoing, this Option may be
transferred to and may thereafter be exercised by members of the
Optionee's immediate family, or a trust for the benefit of only
the Optionee and/or members of the Optionee's immediate family;
but any such permitted transfer shall not prevent termination of
the Option following Optionee's ceasing to be a director of the
Company as provided in section 3 above; and this Option shall
terminate immediately if it has been transferred to a partnership
or trust as permitted above and any person who is not a member of
the Optionee's immediate family becomes a member of such
partnership or a beneficiary of such trust. As used in this
Agreement, the Optionee's immediate family includes only the
Optionee's spouse, parents or other ancestors, and children and
other direct descendants of the Optionee or the Optionee's spouse
(including such ancestors and descendants by adoption).
9. Availability of Shares. The Company (a) shall at all
times during the life of this Option keep available such number
of shares of Stock as will be sufficient to satisfy the
requirements of this Option, (b) shall pay all original issue and
transfer taxes with respect to the issuance or transfer of shares
of Stock to the Optionee pursuant to this Agreement, and (c)
shall pay all other fees and expenses necessarily incurred by the
Company in connection with such issuance or transfer.
10. Binding Effect. This Agreement shall be binding upon
the Company and the Optionee and their respective heirs,
executors, administrators and successors.
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed and sealed as of the day and year
first above written.
ATTEST: WPI GROUP, INC.
By: /s/ Dennis M. Deegan
--------------------
Dennis M. Deegan, President & COO
/s/ Michael Tule
- ----------------
Michael Tule, Secretary
(CORPORATE SEAL)
/s/ Bernard H. Tenenbaum
------------------------
Bernard H. Tenenbaum, Optionee
