DATRON SYSTEMS INCORPORATED
1995 STOCK OPTION PLAN
STOCK PURCHASE AGREEMENT
(A) Name of Purchaser: ___________________
(B) Number of Plan Shares: _______________
(C) Exercise Price: ______________________
(D) Purchase Price: ______________________
(E) Date of Option Agreement: ____________
(F) Effective Date: ______________________
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made
and entered into as of the date set forth in Item F above (the
"Effective Date") between Datron Systems Incorporated, a Delaware
corporation (the "Company"), and the person named in Item A above
(the "Purchaser").
THE PARTIES AGREE AS FOLLOWS:
1. Purchase of Shares. Pursuant to the Company's
1995 Stock Option Plan (the "Plan"), a copy of which has been
delivered to Purchaser, and to a stock option agreement ("Option
Agreement") between the parties hereto dated the date set forth
in Item E above, the Company hereby sells to Purchaser, and
Purchaser hereby buys from the Company, that number of shares
(the "Plan Shares") of the Common Stock (as defined in the Plan)
set forth in Item B above on the terms and conditions set forth
herein and in the Plan and the Option Agreement, the terms and
conditions of the Plan and the Option Agreement being hereby
incorporated into this Agreement by reference.
2. Purchase Price. Purchaser shall purchase the Plan
Shares from the Company, and the Company shall sell the Plan
Shares to Purchaser, at a price per share as set forth in Item C
above (the "Exercise Price"), for a total purchase price as set
forth in Item D above (the "Purchase Price").
3. Manner of Payment. Purchaser shall pay the
Purchase Price of the Plan Shares (a) in cash, (b) by delivery by
the optionee of Common Stock already owned by the optionee in
accordance with (and subject to the restrictions contained in)
Section 6.1.7 of the Plan, (c) in the manner set forth in Exhibit
5.4 to the Option Agreement (the absence of any Exhibit 5.4
indicating that no such exhibit was intended), or (d) in the
manner set forth in Exhibit 3 hereto (the absence of any Exhibit
3 indicating that no such exhibit was intended).
4. Disqualifying Dispositions of ISO Stock. If the
Plan Shares are being acquired by exercise of an incentive stock
option ("ISO"), and any of such shares are disposed of within two
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years from the date of grant of the ISO or within one year after
the transfer of the stock to Purchaser, immediately prior to the
disposition Purchaser shall promptly notify the Company in
writing of the date and terms of the disposition and shall
provide such other information regarding the disposition as the
Company may reasonably require.
5. Binding Effect. Subject to the limitations set
forth in this Agreement, this Agreement shall be binding upon,
and inure to the benefit of, the executors, administrators,
heirs, legal representatives, successors, and assigns of the
parties hereto.
6. Taxes
6.1 Section 83(b) Election. If Purchaser is an
officer or director of the Company, an owner of 10% or more of
any class of the Company's stock, or is otherwise subject to
Section 16(b) of the Securities Exchange Act of 1934, then
Purchaser shall execute and deliver to the Company with this
executed Agreement a copy of the Acknowledgement and Statement of
Decision Regarding Election Pursuant to Section 83(b) of the
Internal Revenue Code (the "Acknowledgement") attached hereto as
Exhibit 6A and shall follow the procedures set forth in this
Section. If Purchaser is exercising a non-qualified stock
option, Purchaser shall execute and submit with the
Acknowledgement a copy of the Election Pursuant to Section 83(b)
of the Code attached hereto as Exhibit 6B, if Purchaser has
indicated in the Acknowledgement his decision to make such an
election. If Purchaser is exercising an ISO, Purchaser shall
execute and submit with the Acknowledgement a copy of the
Protective Special Election Pursuant to Section 83(b) of the Code
attached hereto as Exhibit 6C, if Purchaser has indicated in the
Acknowledgement Purchaser's decision to make such an election.
If Purchaser is not a California resident, Purchaser should
consult Purchaser's tax advisor to determine if there is a
comparable election to file in Purchaser's state of residence and
whether such filing is desirable under the circumstances.
Purchaser acknowledges that the Company has made no warranties or
representations to Purchaser with respect to the income tax
consequences of the transactions contemplated by this Agreement,
and Purchaser is in no manner relying on the Company or its
representatives for an assessment of such tax consequences.
6.2 Withholding and Employment Taxes. Purchaser
herewith delivers to the Company in cash all applicable federal
and state withholding and employment taxes resulting from
purchase of the Plan Shares. Purchaser also agrees to pay to the
Company in cash all such taxes that may in the future result from
such purchase or from the lapse of any restrictions imposed on
the Plan Shares; provided, however, that the Company may in its
discretion withhold from Purchaser's wages such amount; and
provided further, that the Administrator in its discretion may
permit Purchaser to pay some or all such amount by means of a
promissory note in such form as is satisfactory to the
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Administrator. In addition, if Purchaser has been authorized to
make, and has made or makes, the election described in the Plan
and Option Agreement to have Plan Shares withheld or to tender
already-owned shares of Common Stock in order to pay withholding
and employment taxes, then unless the Administrator in its
discretion disapproves such election, such taxes may be paid in
the manner in which Purchaser has so elected.
7. Damages. Purchaser shall be liable to the Company
for all costs and damages, including incidental and consequential
damages and attorneys fees, resulting from a disposition of Plan
Shares which is not in conformity with the provisions of this
Agreement.
8. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
California applicable to contracts entered into and wholly to be
performed within the State of California by California residents.
9. Notices. All notices and other communications
under this Agreement shall be in writing. Unless and until
Purchaser is notified in writing to the contrary, all notices,
communications, and documents directed to the Company and related
to the Agreement, if not delivered by hand, shall be mailed,
addressed as follows:
Datron Systems Incorporated
304 Enterprise Street
Escondido, California 92029
Attention: Chief Financial Officer
Unless and until the Company is notified in writing to the
contrary, all notices, communications and documents intended for
Purchaser and related to this Agreement, if not delivered by
hand, shall be mailed to Purchaser's last known address as shown
on the Company's books. Notices and communications shall be
mailed by certified or registered mail, return receipt requested,
postage prepaid. All mailings and deliveries related to this
Agreement shall be deemed received only when actually received.
10. Prospectus. Purchaser acknowledges receipt of a
copy of the Company's most recent prospectus (with the appendix
thereto) describing the Plan. Purchaser has, prior to entering
this Agreement, read and understands the information contained in
the prospectus.
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IN WITNESS WHEREOF, the parties hereto have executed
this Stock Purchase Agreement as of the day and year first above
written.
DATRON SYSTEMS INCORPORATED
By _______________________________
Title ____________________________
Purchaser hereby accepts and agrees to be bound by all
of the terms and conditions of this Agreement and the Plan.
Purchaser ________________________
Purchaser's spouse indicates by the execution of this
Agreement his or her consent to be bound by the terms herein as
to his or her interests, whether as community property or
otherwise, if any, in the Plan Shares hereby purchased.
Purchaser's Spouse _________________________
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EXHIBITS
Exhibit 3 Manner of Payment if Other Than by Cash
Exhibit 6A Acknowledgement and Statement of Decision
Regarding Election Pursuant to Section 83(b) of
Internal Revenue Code
Exhibit 6B Election Pursuant to Section 83(b) of the
InternalRevenue Code to Include in Gross Income
the Excess Over the Purchase Price, If Any, of the
Value of Property Transferred in Connection With
Such Services
Exhibit 6C Protective Special Election Pursuant to Section
83(b) of the Internal Revenue Code with Respect to
Property Acquired by Exercise of an Incentive
Stock Option
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EXHIBIT 3
MANNER OF PAYMENT IF OTHER THAN BY CASH
By the attachment of this Exhibit 3 the Administrator
hereby authorizes Optionee to pay for any shares of the Company's
Common Stock purchased under this Agreement by [check as
applicable]:
____ 1. Giving to the Company
Optionee's full recourse promissory note for
the exercise price (other than the par value
of the shares acquired, which will be paid in
cash or other lawful consideration), as
provided in Section 6.1.7(A) of the Plan;
and/or
____ 2. Delivering to the Company the
following property as permitted pursuant to
section 6.1.7(B) of the Plan:
DATRON SYSTEMS INCORPORATED
By: _________________________
OPTIONEE
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EXHIBIT 6A
ACKNOWLEDGEMENT AND STATEMENT
OF DECISION REGARDING ELECTION
PURSUANT TO SECTION 83(b) OF
INTERNAL REVENUE CODE
The undersigned (which term includes the undersigned's
spouse), a purchaser of common shares, par value $0.01, of DATRON
SYSTEMS INCORPORATED (the "Company") pursuant to the Company's
1995 Stock Option Plan Stock Purchase Agreement (the
"Agreement"), hereby states as follows:
1. The undersigned acknowledges receipt of a copy of
the Agreement. The undersigned has carefully reviewed the
Agreement.
2. The undersigned either [check as applicable]:
___ (a) has consulted, and has been fully advised by,
the undersigned's own tax advisor, _____________________, whose
business address is _____________________________, regarding the
federal, state, and local tax consequences of purchasing shares
under the Agreement, and particularly regarding the advisability
of making elections pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), and pursuant to
the corresponding provisions, if any, of applicable state laws;
or
___ (b) has knowingly chosen not to consult such a tax
advisor.
3. The undersigned hereby states that the undersigned
has decided [check as applicable]:
___ (a) to make an election pursuant to Section 83(b)
of the Code, and is submitting to the Company, together with the
undersigned's executed Agreement, an executed form which is
attached to Exhibit 6B to the Agreement if the undersigned is
exercising a non-qualified option, or as Exhibit 6C to the
Agreement if the undersigned is exercising an incentive stock
option; or
___ (b) not to make an election pursuant to Section
83(b) of the Code.
4. With respect to any election under Section 83(b)
of the Code indicated in paragraph (3), above, the undersigned
herewith submits an executed copy of the appropriate form of
election and acknowledges that copies thereof have been duly and
timely filed with the appropriate offices of the Internal Revenue
Service and applicable state taxing authorities and that the
undersigned will attach a copy of the form of election to the
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undersigned's federal income tax return for the year of the
purchase and, if required, to the undersigned's state income tax
return(s) for the same period.
5. Neither the Company nor any subsidiary or
representative of the Company has made any warranty or
representation to the undersigned with respect to the tax
consequences of the undersigned's purchase of shares under the
Agreement or of the making or failure to make an election
pursuant to Section 83(b) of the Code or the corresponding
provisions, if any, of applicable state law.
Date: ____________________________
[Purchaser]
Date: ____________________________
[Purchaser]
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EXHIBIT 6B
ELECTION PURSUANT TO SECTION 83(b) OF
THE INTERNAL REVENUE CODE TO INCLUDE IN GROSS
INCOME THE EXCESS OVER THE PURCHASE PRICE,
IF ANY, OF THE VALUE OF PROPERTY TRANSFERRED
IN CONNECTION WITH SUCH SERVICES
The undersigned hereby elects pursuant to Section 83(b)
of the Internal Revenue Code of 1986, as amended, to include in
the undersigned's gross income for the 19__ taxable year the
excess (if any) of the fair market value of the property
described below, over the amount the undersigned paid for such
property, and supplies herewith the following information in
accordance with the Treasury regulations promulgated under
Section 83 (b):
1. The undersigned's name, address and taxpayer
identification (social security) number are:
Name: ____________________________
Address: ____________________________
Social Security #: ____________________________
2. The property with respect to which the election is
made consists of _________ common shares, par value $0.01, of
DATRON SYSTEMS INCORPORATED (the "Company").
3. The date on which the above property was
transferred to the undersigned was ______________, 19__, and the
taxable year to which this election relates is 19__.
4. The above property is subject to possible limits
on sale imposed by the "short-swing profits" prohibition of
Section 16(b) of the Securities Exchange Act of 1934, as amended.
The above property may also be subject to a right of repurchase,
which lapses over a period of time, at the original purchase
price upon the employment termination of the undersigned.
5. The fair market value of the above property at the
time of transfer (determined without regard to any restrictions
other than those which by their terms will never lapse) is
$___________ per share.
6. The amount paid for the above property by the
undersigned was $__________ per share.
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7. A copy of this election has been furnished to the
Company.
Dated: _____________, 19__.
Purchaser's Signature
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EXHIBIT 6C
PROTECTIVE SPECIAL ELECTION PURSUANT TO
SECTION 83(b) OF THE INTERNAL REVENUE
CODE WITH RESPECT TO PROPERTY ACQUIRED
BY EXERCISE OF AN INCENTIVE STOCK OPTION
The undersigned hereby makes the election, modified to
the effect described below, authorized by Section 83(b) of the
Internal Revenue Code, as amended (the "Code"), with respect to
common stock acquired by the undersigned pursuant to the exercise
of an "incentive stock option" during the _______ taxable year.
Pursuant to the Treasury Regulations under Section 83(b) of the
Code the undersigned supplies herewith the following information:
1. The undersigned's name, address and taxpayer
identification (Social Security) number are:
Name: ____________________________
Address: ____________________________
Social Security #: ____________________________
2. The property with respect to which the election is
made consists of ______ common shares, par value $0.01, of DATRON
SYSTEMS INCORPORATED (the "Company").
3. The date on which the above property was
transferred to the undersigned was ______________ and the taxable
year to which this election relates is the ______ calendar year.
4. The above property is subject to possible limits
on sale imposed by the "short-swing profits" prohibition of
Section 16(b) of the Securities Exchange Act of 1934, as amended.
The above property may also be subject to a right of repurchase,
which lapses over a period of time, at the original purchase
price upon the employment termination of the undersigned.
5. The fair market value of the above property at the
time of transfer (determined without regard to any restrictions
other than restrictions which by their terms will never lapse)
was $__________ per share.
6. The amount paid for the above property by the
undersigned was $_________ per share.
7. The amount expressly excluded from income pursuant
to Sections 421(a) and 422 of the Code was $__________ per share.
8. A copy of this election has been furnished to the
Company and a copy will be filed with the income tax returns of
the undersigned to which the election relates.
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9. Because the property described above is comprised
of shares of stock of the Company acquired by exercise of an
"incentive stock option" (within the meaning of Section 422 of
the Code), Section 421(a) (1) of the Code expressly excludes from
income any excess of the fair market value of the above property
over the amount paid for the above property. Accordingly, this
election is protective only, and is made solely to bar
application of Section 83(a) of the Code, not to cause the
undersigned actually to recognize income which, apart from this
election, is protected from recognition by Section 421 and 422 of
the Code, with respect to the property described above.
Date: __________________, 19__.
Purchaser's Signature