DATRON SYSTEMS INCORPORATED
1995 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
(A) Name of Optionee: __________________
(B) Grant Date: ________________________
(C) Number of Shares: __________________
(D) Exercise Price: ____________________
(E) Effective Date: ____________________
THIS INCENTIVE STOCK OPTION AGREEMENT (the
"Agreement"), is made and entered into as of the date set forth
in Item E above (the "Effective Date") between Datron Systems
Incorporated, a Delaware corporation (the "Company") and the
person named in Item A above ("Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. Grant of Option; Effective Date.
1.1 Grant. The Company hereby grants to Optionee
pursuant to the Company's 1995 Stock Option Plan (the "Plan"), a
copy of which is attached to this Agreement as Exhibit 1, an
incentive stock option (the "ISO") to purchase all or any part of
an aggregate of the number of shares (the "ISO Shares") of the
Company's Common Stock (as defined in the Plan) listed in Item C
above on the terms and conditions set forth herein and in the
Plan, the terms and conditions of the Plan being hereby
incorporated into this Agreement by reference.
1.2 Effective Date. The parties hereby establish
the date set forth in Item E above as the Effective Date.
2. Exercise Price. The exercise price for purchase
of each share of Common Stock covered by this ISO shall be the
price set forth in Item D above.
3. Term. Unless otherwise specified on Exhibit 3
attached hereto, if any (the absence of such exhibit indicating
that no such exhibit was intended), this ISO shall expire as
provided in Section 6.3.2 of the Plan.
4. Adjustment of ISOs. The Company shall adjust the
number and kind of shares and the exercise price thereof in
certain circumstances in accordance with the provisions of
Section 6.1.1 of the Plan.
5. Exercise of Options.
5.1 Time of Exercise. This ISO shall be
exercisable in accordance with Section 6.1.5 of the Plan and the
provisions of Exhibit 3 hereto, the absence of such exhibit
indicating that no such exhibit was intended.
2
5.2 Exercise After Termination of Status as an
Employee or Director. In the event of termination of Optionee's
continuous status as an employee or director, this ISO may be
exercised only in accordance with the provisions of Section 6.1.8
of the Plan.
5.3 Manner of Exercise. Optionee may exercise
this ISO, or any portion of this ISO, as provided in Section 7 of
the Plan.
5.4 Payment. Except as provided in Exhibit 5.4
attached hereto, if any (the absence of such exhibit indicating
that no exhibit was intended), or in the stock purchase agreement
executed upon exercise of this ISO, payment for ISO Shares shall
be made in cash or 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.
5.5 Delivery of Certificate. Promptly after
receipt of written notice of exercise of the ISO, the Company
shall, without stock issue or transfer taxes to the Optionee or
other person entitled to exercise, deliver to the Optionee or
other person a certificate or certificates for the requisite
number of ISO Shares. An Optionee or transferee of an Optionee
shall not have any privileges as a shareholder with respect to
any ISO Shares covered by the option until the date of issuance
of a stock certificate.
6. Nonassignability of ISO. This ISO is not
assignable or transferable by Optionee except as provided in
Section 6.1.6 of the Plan.
7. 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.
8. Notices. All notices and other communications
under this Agreement shall be in writing. Unless and until the
Optionee 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
the Optionee and related to this Agreement, if not delivered by
hand, shall be mailed to Optionee's last known address as shown
on the Company's books. Notices and communications shall be
mailed by first class mail, postage prepaid; documents shall be
3
mailed by registered mail, return receipt requested, postage
prepaid. All mailings and deliveries related to this Agreement
shall be deemed received when actually received, if by hand
delivery, and two business days after mailing, if by mail.
9. Tax Consequences. The Optionee understands that
the tax consequences associated with this option and with shares
purchasable under this option can be complex and can depend, in
part, upon the Optionee's particular circumstances. The Optionee
understands, for example, that the exercise of this option can
result in the imposition of tax even before the Optionee resells
the option shares. Accordingly, the Optionee should consult a tax
adviser. The Optionee also understands that if the Optionee
sells or otherwise disposes of any shares purchased under this
option within two years after the date this option was granted or
within one year after the date the Optionee purchased the shares
(a "disqualifying disposition"), the Company may be entitled to a
deduction from its income for income tax purposes. The amount of
the deduction could depend on the price the Optionee receives for
the shares. Accordingly, the Optionee agrees to notify the
Company in writing of the date and terms of any disqualifying
disposition and to comply with any other requirements now or
hereafter specified by the Company which are intended to enable
the Company to secure such a deduction.
IN WITNESS WHEREOF, the parties have executed this
Incentive Stock Option Agreement as of the Effective Date.
DATRON SYSTEMS INCORPORATED
By________________________________
Title_____________________________
The Optionee hereby accepts and agrees to be bound by all of the
terms and conditions of this Agreement and the Plan.
__________________________________
Optionee
Dated:___________________________
Optionee's spouse indicates by the execution of this Incentive
Stock Option Agreement his or her consent to be bound by the
terms thereof as to his or her interests, whether as community
property or otherwise, if any, in the option granted hereunder,
and in any ISO Shares purchased pursuant to this Agreement.
_________________________________
Optionee's Spouse
4
EXHIBITS
Exhibit 1 1995 Stock Option Plan
Exhibit 3
(if applicable) Exercise Schedule and Expiration Date
Exhibit 5.4
(if applicable) Payment
5
EXHIBIT 3
DATRON SYSTEMS INCORPORATED
Option of ________________
Granted ____________, 19__
Exercise Schedule
Subject to the terms and conditions set forth in the
Agreement of which this schedule is a part, the Option is
exercisable in accordance with the following schedule:
On and After Exercisable Portion of Option
19__ __%
19__ another __%
19__ another __%
Expiration Date
This option expires on __________________ __, ____.
(Do not enter a date after the maximum term provided in Section
6.3.2 of the Plan; if blank, or if a date after the latest date
permitted under Section 6.3.2 is entered, then the option expires
as provided in Section 6.3.2 of the Plan.)
6
EXHIBIT 5.4
MANNER OF PAYMENT IF OTHER THAN BY CASH
By the attachment of this Exhibit 5.4 the Administrator
hereby authorizes Optionee to pay for any shares of the Company's
Common Stock purchased upon exercise of this Option 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 is payable 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
_______________________