ENOVA CORPORATION
1986 LONG-TERM INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Enova Corporation, a California corporation ("Enova"), hereby grants an
option to purchase shares of its common stock to the optionee named
below. The terms and conditions of the option are set forth in this
cover sheet, in the attachment and in the Enova Corporation 1986 Long-
Term Incentive Plan (the "Plan").
Date of Option Grant: ___________ ___, 199__
Name of Optionee: ____________________________
Optionee's Social Security Number: ____-___-_____
Number of Shares of Enova Common Stock Covered by Option: _______
Exercise Price per Share: $__.____
Vesting Start Date: ___________ ___, 199__
By signing this cover sheet, you agree to all of the terms
and conditions described in the attachment and in the Plan.
Optionee: _________________________________
(Signature)
Enova: ___________________________________
(Signature)
Title: ___________________________
Attachment
ENOVA CORPORATION
1986 LONG-TERM INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option
This option is not intended to be an incentive stock option under section
422 of the Internal Revenue Code.
"Company" as used in this agreement refers to your employer, which may be
Enova or a subsidiary of Enova.
Vesting
Your right to exercise this option vests on a quarterly basis over the
four-year period starting on the Vesting Start Date, as shown on the
cover sheet. The percentage of the total number of shares for which this
option will be exercisable at any given time is equal to the product of
0.0625 times the number of completed quarters of Service that have
elapsed since the Vesting Start Date. The resulting number of shares
will be rounded to the nearest whole number. No part of this option,
however, is exercisable until you have completed 12 consecutive months of
Service commencing with the Date of Option Grant. Service means service
as an employee, director, consultant or advisor of the Company.
The entire option vests and will be exercisable in full in the event you
retire under the Company's Pension Plan at age 62 or older or the Company
is subject to a "Change in Control" (as defined in the Plan) while you
are an employee, director, consultant or advisor of the Company.
No additional shares become exercisable after your Service has terminated
for any other reason.
Term
Your option will expire in any event at the close of business at Company
headquarters on the day before the 10th anniversary of the Date of Option
Grant, as shown on the cover sheet. (It will expire earlier if your
Service terminates, as described below.)
Regular Termination
If your Service terminates for any reason except retirement on or after
age 62, death or total and permanent disability, then your option will
expire at the close of business at Company headquarters on the 90th day
after your termination date.
The Company determines when your Service terminates for this purpose.
Death
If you die as an employee, director, consultant or advisor of the
Company, then your option will expire at the close of business at Company
headquarters on the date 12 months after the date of death. During that
12-month period, your estate or heirs may exercise the vested portion of
your option.
Disability
If your Service terminates because of your total and permanent
disability, then your option will expire at the close of business at
Company headquarters on the date 12 months after your termination date.
During that period, you may exercise the vested portion of your option.
"Total and permanent disability" means that you are unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
which has lasted, or can be expected to last, for a continuous period of
not less than one year.
Retirement
If your Service terminates because of your retirement on or after age 62,
then your option will expire on the day before the tenth anniversary of
the Date of Option Grant.
Leaves of Absence
For purposes of this option, your Service does not terminate when you go
on a military leave, a sick leave or another bona fide leave of absence,
if the leave was approved by the Company in writing. But your Service
will be treated as terminating 90 days after you went on leave, unless
your right to return to active work is guaranteed by law or by a
contract. And your Service terminates in any event when the approved
leave ends, unless you immediately return to active work.
The Company determines which leaves count for this purpose.
Restrictions on Exercise
The Company will not permit you to exercise this option if the issuance
of shares at that time would violate any law or regulation.
Notice of Exercise
When you wish to exercise this option, you must notify the Company by
filing the proper "Notice of Exercise" form at the address given on the
form. Your notice must specify how many shares you wish to purchase.
Your notice must also specify how your shares should be registered (in
your name only or in your and your spouse's names as community property
or as joint tenants with right of survivorship). The notice will be
effective when it is received by the Company.
If someone else wants to exercise this option after your death, that
person must prove to the Company's satisfaction that he or she is
entitled to do so.
Form of Payment
When you submit your notice of exercise, you must include payment of the
option price for the shares you are purchasing. Payment may be made in
one (or a combination of two or more) of the following forms:
-Your personal check, a cashier's check or a money order.
-Certificates for Enova stock that you have owned for at least six
months, along with any forms needed to effect a transfer of the
shares to the Company. The value of the shares, determined as of the
effective date of the option exercise, will be applied to the option
price.
-To the extent permitted by law, arrangements can be made to permit a
"cashless exercise" whereby you direct a securities broker approved
by the Company to sell your option shares and to deliver all or a
portion of the sale proceeds to the Company in payment of the option
price and any required withholding. (The balance of the sale
proceeds, if any, will be delivered to you.) The directions must be
given by signing a special "Notice of Exercise" form provided by the
Company.
Withholding Taxes
You will not be allowed to exercise this option unless you make
acceptable arrangements to pay any withholding taxes that may be due as a
result of the option exercise. Payment of withholding taxes may be made
by any combination of the methods described under "Form of Payment."
Restrictions on Resale
By signing this Agreement, you agree not to sell any option shares at a
time when applicable laws or Company policies prohibit a sale. This
restriction will apply as long as you are an employee of the Company.
Transfer of Option
Prior to your death, only you or the trustee of a revocable living trust
established by you or your spouse may exercise this option. You cannot
otherwise transfer or assign this option. For instance, you may not sell
this option or use it as security for a loan. If you attempt to do any
of these things, this option will immediately become invalid. You may,
however, dispose of this option in your will.
Retention Rights
Your option or this Agreement does not give you the right to be retained
by the Company (or any subsidiaries) in any capacity. The Company (and
any subsidiaries) reserves the right to terminate your service at any
time, with or without cause.
Stockholder Rights
You, or your estate or heirs, have no rights as a stockholder of Enova
until a certificate for your option shares has been issued. No
adjustments are made for dividends or other rights if the applicable
record date occurs before your stock certificate is issued, except as
described in the Plan.
Adjustments
In the event of a stock split, a stock dividend or a similar change in
Enova stock, the number of shares covered by this option and the exercise
price per share may be adjusted pursuant to the Plan.
Applicable Law
This Agreement will be interpreted and enforced under the laws of the
State of California.
The Plan and Other Agreements
The text of the Plan is incorporated in this Agreement by reference.
This Agreement and the Plan constitute the entire understanding between
you and the Company regarding this option. Any prior agreements,
commitments or negotiations concerning this option are superseded.
By signing the cover sheet of this Agreement, you agree to all of the
terms and conditions described above and in the Plan.
ENOVA CORPORATION
1986 LONG-TERM INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT AMENDMENT
Enova Corporation, a California corporation ("Enova"), and Optionee,
herby agree to amend the terms and conditions of the Nonqualified Stock
Option Agreement entered into effective October 21, 1996 for nonqualified
stock options granted that date, as follows:
Vesting: Delete the first two sentences, "Your right to exercise this
option vests on a quarterly basis over the four-year period
starting on the Vesting Start Date, as shown on the cover
sheet. The percentage of the total number of shares for
which this option will be exercisable at any given time is
equal to the products of 6.25 times the number of completed
quarters of Service that have elapsed since the Vesting Start
Date."
Insert in its place, "Your right to exercise the total number
of shares granted in this option vests 25% per year over a
four-year period starting on the Vesting Start Date, as shown
on the cover sheet.
The remaining portion of the terms and conditions for vesting and for the
remainder of the subject Nonqualified Stock Option Agreement remain
unchanged.
Optionee:_____________________________________
(Signature)
Enova:________________________________________
(Signature)
Title:__________________________________