Exhibit 10.51
NON-QUALIFIED STOCK OPTION AGREEMENT
between the Registrant and Charles E. Mitchell Rentschler
Effective July 8, 1996
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HURCO COMPANIES, INC.
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NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of July 8, 1996, by
and between Hurco Companies, Inc., an Indiana corporation ("Company"), and
Charles E. Mitchell Rentschler ("Director").
RECITALS:
A. Director is a member of the Board of Directors of the Company and is in
a position to contribute significantly to the Company's long-term growth and
strategic goals.
B. As an added incentive to advance the interests of the
Company and in recognition of the service and leadership of Director, the Board
of Directors of the Company granted to Director on July 8, 1996, non-qualified
stock options to purchase shares of the Common Stock of the Company. The stock
options granted hereby are separate and distinct from the 1990 stock Option Plan
of the Company.
In consideration of the premises, the parties hereto agree as
follows:
1. Grant of Options. The Company hereby grants to Director the
right, privilege, and option to purchase 10,000 shares of its Common Stock at
the purchase price of $5.125 per share, in the manner and subject to the
conditions hereinafter provided.
2. Time of Exercise of Options. The Options may be exercised in whole
or in part from time to time during the period from July 8, 1997 through July
8, 2002.
3. Method of Exercise. The Options shall be exercised by
written notice directed to the Company in the form attached hereto as Exhibit
"A", accompanied by a check in full payment of the option price for the
specified number of shares purchased. The Company shall make prompt delivery of
the certificate or certificates for such shares, provided that if any law or
regulation requires the Company to take any action with respect to the shares
specified in such notice before the issuance thereof, then the date of delivery
of such shares shall be extended for the period necessary to take such action.
4. Termination of Options. Except as herein otherwise stated, the
Options to the extent not previously exercised or expired, shall terminate
and expire upon the first to occur of the following dates:
(a)The expiration of six (6) months after the date on which Director's service
as a member of the Board of Directors of the Company ceases;
(b) The expiration of twelve (12) months after the date
on which Director's service as a member of the Board
of Directors ceases by reason of his permanent and
total disability or death; or
(c) July 8, 2002.
5. Reclassification, Consolidation, or Merger. If and to the
extent that the number of issued shares of the Common Stock of the Company shall
be increased or reduced by change in par value, split up, reclassification,
distribution of a stock dividend of 5% or more, or the like, the number of
shares subject to options and the option price per share shall be
proportionately adjusted.
If the Company is the surviving corporation in any
reorganization, consolidation or merger with another corporation, Director shall
be entitled to receive options covering shares of such reorganized,
consolidated, or merged company in the same proportion, at an equivalent price,
and subject to the same conditions, provided, however, that the new options or
assumption of the old options shall not give the Director additional benefits
which he did not have under the old options, or deprive him of benefits which he
had under the old options.
6. Rights Prior to Exercise of Options. The Options are
non-transferable by Director and are exercisable only by him during his
lifetime, except that in the case of his judicially declared incompetence or
disability the Options may be exercised by the legally appointed guardian or
conservator of his estate. In the case of the Director's death while any part of
the Options are outstanding, the Options may be exercised by the executor of his
will or administrator of his estate or, if the administration of his estate has
been closed, by his heirs or legatees entitled thereto. Neither the Director nor
any person claiming under or through him shall have any rights as a shareholder
of the Company with respect to any of the option shares until full payment of
the option price and delivery to him of certificates for such shares as herein
provided.
7. Restrictions on Disposition. All shares acquired by
Director pursuant to this Non-Qualified Stock Option Agreement shall be subject
to the following restrictions: The shares will be "restricted securities" as
defined in Rule 144 under the Securities Act of 1933 ("Act") and must be held
indefinitely unless subsequently registered under the Act or an exemption from
such registration is available. The Company is not obligated to register the
shares under the Act. The shares acquired pursuant to exercise of the Options
shall be acquired for Director's own account for investment for an indefinite
period and not with a view to the sale or distribution of any part or all
thereof, by public or private sale or other disposition. Notwithstanding the
foregoing, the Company may refuse to transfer the shares until it receives an
opinion of counsel for the Company that such transfer is exempt from
registration under the Act or qualification under any other securities law.
8. Payment of Taxes on Exercise of Options. Whenever shares of
Common Stock are to be issued to Director in connection with the exercise of the
Options, the Company shall have the right to require him to remit to the Company
an amount sufficient to satisfy federal, state, and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares. In the alternative, the Company may elect to withhold from the shares to
be issued that number of shares (based on the market value of the stock at that
time) which would satisfy the tax withholding amount due.
9. Binding Effect. This Non-Qualified Stock Option Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereby have executed this
Non-Qualified Stock Option Agreement to be effective on the day and year first
above written.
HURCO COMPANIES, INC.
By:/s/ Brian D. McLaughlin
Brian D. McLaughlin
President
Chief Executive Officer
"Company"
By:/s/ Charles E. Mitchell Rentschler
Charles E. Mitchell Rentschler
"Director"
EXHIBIT "A"
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(date)
Hurco Companies, Inc.
Attn: Corporate Investor Relations
One Technology Way
P.O. Box 68180
Indianapolis, Indiana 46268
Under the provisions of the Non-Qualified Stock Option Agreement for
shares of Stock of Hurco Companies, Inc., granted to me on ________________, I
give notice of my election to purchase _______ shares covered by that Agreement.
Delivered herewith is my check in the amount of $___________ in payment
of the option price.
My exact name, my Social Security Number and address as I wish it to
appear on the stock certificate, or certificates, is as follows:
Name: _____________________________________
Address: _____________________________________
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Social Security Number: ______________________
I hereby represent and agree that all of the shares of Stock being
purchased by me hereunder are being acquired for investment and not with a view
to the sale or distribution thereof and that I understand that such shares of
Stock have not been registered under the Securities Act of 1933, as amended, or
the Indiana Securities Law, as amended, and may not be sold, transferred,
pledged, hypothecated, alienated or otherwise assigned or disposed of without
either registration under such laws or an exemption provided by such laws or the
rules promulgated thereunder, and the Company shall have received a satisfactory
opinion of counsel to that effect.
Very truly yours,
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(signature)