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Non-qualified Option To Purchase Stock

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THE ALLEN GROUP INC.


NON-QUALIFIED OPTION TO PURCHASE STOCK


PURSUANT TO THE ALLEN GROUP INC.


1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN


Number of Shares , 19


THE ALLEN GROUP INC., a Delaware corporation (hereinafter called the "Company"), pursuant to The Allen Group Inc. 1994 Non-Employee Directors Stock Option Plan (hereinafter called the "Plan"), a copy of which is attached hereto as Exhibit A and is incorporated herein by reference, hereby awards unto
(hereinafter called the "Director") a non-qualified option to purchase shares of Common Stock of the Company, par value $1.00 per share, at a price of $ per share, on the terms and subject to the conditions hereinafter set forth:


1. The number of shares and purchase price are subject to adjustment as provided in Section 7 of the Plan.


2. This option shall expire on the tenth anniversary of the date hereof and shall be exercisable 50 percent after the second anniversary of the date hereof, 75 percent after the third anniversary of the date hereby and 100 percent after the fourth anniversary of the date hereof. Notwithstanding the foregoing, upon the death of the Director at any time prior to the tenth anniversary of the date hereof, or upon the cessation of the Director's service as a director of the Company six months or more after the date hereof and prior to the tenth anniversary of the date hereof, this option shall become immediately exercisable.


3. (a) If the Director shall cease to serve as a director of the Company at any time six months or more after the date hereof, for any reason other than death, this option may be exercised within three months after such cessation. In the event of the Director's death within such three-month period or if the cessation of the Director's service as director shall have been due to his or her death, this option may be exercised at any time within one year after the Director's death by his or her executor or administrator or by the distributee to whom this option may have been transferred by will or by the laws of descent and distribution.


(b) Notwithstanding anything to the contrary contained herein, if upon the Director's cessation of service the Director is or becomes an employee or a senior management consultant to the Company and/or its subsidiaries, this option may be exercised by the Director during the period ending on the earliest of (i) the ninetieth (90th) day following the date that the Director permanently ceases to render employment or consulting services to the Company and/or its subsidiaries, for any reason other than cessation by reason of death, or (ii) the date that is one year after the date described in clause (i) if the Director ceases to render employment or consulting services on account of his or her death (in which case the option may be exercised by the Director's executor or administrator or by the distributee to whom this option may have been transferred by will or by the laws of descent and distribution).


2
(c) Except as permitted by this paragraph 3, no option shall be exercisable after the date of cessation of the Director's service as a director of the Company. Anything herein to the contrary notwithstanding, this option may in no event be exercised after the tenth anniversary of the date hereof.


4. During the lifetime of the Director, this option is exercisable only by the Director, and neither this option nor any right or privilege pertaining hereto may be transferred, assigned, pledged or hypothecated in any way, by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this option or any right or privilege pertaining hereto, otherwise than by will or by the laws of descent and distribution, or upon the levy of any execution, attachment or similar process thereupon, this option and all rights and privileges given hereby sha
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