DICEON ELECTRONICS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 9th day of March, 1993 (the "Grant Date")
by and between Diceon Electronics, Inc., a Delaware corporation (hereinafter
called the "Corporation"), and C. Stephen Mansfield (hereinafter called
"Optionee").
W I T N E S S E T H:
The Board of Directors of the Corporation has determined that it is in the
best interests of the Corporation and its stockholders to grant a non-qualified
stock option to optionee, a director of the Corporation.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms and conditions set
forth in this Agreement, the Corporation hereby grants to optionee, as of the
Grant Date, a non-qualified stock option to purchase up to 10,000 shares of the
common stock, $1.00 par value per share, of the Corporation ("Common Stock")
(the "Optioned Shares") from time to time during the option term at the option
price of $3.50 per share.
2. Option Term. The specified term of this option shall be the period
commencing on the Grant Date and, unless earlier terminated in accordance with
Paragraphs 5 or 7 hereof, terminating at 5:00 P.M., Irvine, California time on
March 8, 2003 (the "Expiration Time") . Upon the expiration of the option term
or upon its earlier termination under Paragraph 5 hereof, this option shall
cease to be exercisable and shall have no further force or effect.
3. Option Nontransferable; Exceptions. This option may be transferred or
assigned by Optionee (or in the event of his death or disability, by his
personal representative or successor) in whole or from time to time in part;
provided, however, that each such transfer or assignment shall be for not less
than 5,000 Optioned Shares. Except as provided in the immediately succeeding
sentence, no transferee or assignee of optionee may transfer or assign this
option, in whole or in part. This option also may be transferred or assigned by
the will of optionee or his transferee or assignee or by the laws of descent and
distribution. This option may be exercised during Optionee's lifetime only by
Optionee, his legal representative if optionee is disabled, or the transferees
or assignees to which this option is transferred or assigned in accordance with
the first sentence of this paragraph.
4. Exercisability. Except as otherwise provided in Paragraph 7(a) hereof,
this option shall be exercisable in accordance with the following schedule:
(i) This option is immediately exercisable with respect to 3,000
Optioned Shares;
(ii) This option shall become exercisable with respect to an
additional 3,500 Optioned Shares On March 9, 1994; and
(iii) This option shall become exercisable with respect to the
remaining 3,500 Optioned Shares on March 9, 1995.
In the event optionee resigns as a director of the Corporation for any
reason other than his disability, then during the remaining term of this option,
Optionee may only exercise this option with respect to that number of Optioned
Shares for which his option was exercisable on the date of his resignation
(after giving effect to the acceleration provisions of Paragraphs 5 or 7, if
applicable). Exercisable installments may be exercised in whole or in part and
to the extent not exercised shall accumulate and be exercisable at any time on
or before the Expiration Time or earlier termination of the option term. In no
event shall the Corporation be obligated to issue fractional shares.
5. Accelerated Termination of Option Term. The option term specified in
Paragraph 2 hereof shall terminate prior to the Expiration Time should Optionee
be removed as a director of the Corporation for cause. Notwithstanding anything
herein in this Paragraph 5 to the contrary, should Optionee die or become
disabled while this option is outstanding and while Optionee is a director of
the Corporation, the executors or administrators of Optionee's estate, his heirs
or legatees, or Optionee or his legal representatives, as the case may be, shall
have the right to exercise this option prior to the Expiration Time with respect
to the full number of Optioned Shares without regard to the exercise schedule
provided by Paragraph 4 hereof.
6. Adjustment in Optioned Shares. In the event of any change in the
Common Stock (whether by reason of merger, consolidation, split, stock dividend,
combination of shares, exchange of shares, or any other change in corporate
structure effected without receipt of consideration), then the Board of
Directors of the Corporation (the "Board") shall in good faith make appropriate
adjustments to the number and/or class of shares subject to this option and the
option price per share in order to prevent the dilution of benefits under this
Agreement and to provide to the extent practicable benefits identical to those
provided under this Agreement.
7. Acceleration and Termination of Option.
7.1 In the event the Corporation or its stockholders enter into any
agreement to dispose of all or substantially all of the assets of the
Corporation or outstanding
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Common Stock by sale, exchange, merger, consolidation, reorganization,
dissolution or liquidation or in the event of a tender offer (by the Corporation
or a third party) to purchase a substantial part of the outstanding Common Stock
(individually, an "Accelerating Event"), then this option shall, to the extent
not fully exercisable under Paragraph 4, become exercisable a number of days
(which shall not be less than fifteen (15) days) immediately ' prior to the
scheduled consummation of the Accelerating Event as determined by resolution of
the Board, with respect to the full number of the Optioned Shares without regard
for the exercise schedule provided by Paragraph 4. If the Board does not
determine by resolution the subject time of exercisability, then this option
shall, to the extent not fully exercisable under Paragraph 4, become exercisable
fifteen (15) days prior to the scheduled consummation of the Accelerating Event.
7.2 Any exercise of this option during the exercise period determined under
Paragraph 7.1 shall be conditioned upon the consummation of the Accelerating
Event and shall be effective only immediately before such consummation, provided
that the person exercising this option may indicate, in writing, that such
exercise is unconditional with respect to all or part of this option then
exercisable without regard to the acceleration provisions of this Paragraph 7.
7.3 In the event that Optionee does not exercise this option prior to the
consummation of the Accelerating Event, provision shall be made so that Optionee
shall thereafter be entitled to receive, upon exercise of this option (but only
to the extent this option is exercised) , the amount of cash, the number of
shares of stock or other securities, or other property resulting from such
Accelerating Event to which a holder of Common Stock or other securities,,
deliverable upon exercise of this option would have been entitled as a result of
such Accelerating Event. Such provisions also shall provide for adjustments for
events subsequent to the effective date of the Accelerating Event, which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
Paragraph 6 hereof and this Paragraph 7.3.
7.4 The grant of this option under this Agreement shall in no way affect
the right of the Corporation to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve,
liquidate or seek or transfer all or any part of its
business or assets.
7.5 Notwithstanding anything herein to the contrary, the Board may permit
optionee to exercise this option with respect to the full number of Optioned
Shares without regard to the exercise schedule provided in Paragraph 4 hereof in
the event and to the extent that the Board determines that to permit
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such accelerated exercise of this option is appropriate to afford optionee the
full benefits intended under this option.
8.A. Manner of Exercising Option. This option may be exercised with
respect to all or any part of the Optioned Shares for which this option is then
exercisable, by Optionee (or in the case of exercise after Optionee's death or
disability, the Optionee's executor, administrator, heir or legatee or legal
representative, as the case may be, or optionee's transferee or assignee in the
event this option is transferred or assigned pursuant to Paragraph 3 hereof) as
follows:
8.1 Provide the Secretary of the Corporation with written notice of such
exercise, specifying the number of Optioned Shares with respect to which the
option is being exercised;
8.2 Pay the option price in one or more of the following alternative
forms: (i) full payment, in cash or check payable to the order of the
Corporation, of the option price for the Optioned Shares being purchased; (ii)
full payment in shares of Common Stock having a fair market value on the
"Exercise Date" (as such term is defined below) equal to the option price for
the Optioned Shares being purchased; or (iii) full payment by a combination of
such shares of Common Stock valued at fair market value on the Exercise Date and
cash or check payable to the order of the Corporation, equal in the aggregate to
the option price for the Optioned Shares being purchased; and
8.3 Furnish to the Corporation appropriate documentation that the person
or persons exercising the option, if other than the Optionee, have the right to
exercise this option on behalf of and for optionee.
8B. Third Party Instructions. To the extent Optionee or any permitted
successor desires to exercise this option with funds supplied by a third party,
including a broker-dealer, under instructions to immediately sell all the
Optioned Shares subject to such exercise, the Corporation will take all
necessary and appropriate steps to assist in such exercise, including
confirmation that the exercise is permissible and that stock certificates will
be delivered as requested.
9. Successors and Assigns. Subject to Paragraph 3 hereof, the provisions
of this Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, devisees and legal representatives of
Optionee and the successors and assigns of the Corporation.
10. Issuance of Common Stock. The Corporation shall take all actions
reasonably necessary to obtain approval from any regulatory body having
authority deemed by the Corporation or its counsel to be necessary to the lawful
issuance and sale of any
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Common Stock pursuant to this option, and until such approval is obtained the
Corporation shall not be obligated to issue any shares of Common Stock upon
exercise of this option.
11. Taxes and Withholding. Optionee hereby agrees to make appropriate
arrangements with the Corporation which, in the judgment of the Corporation or
its counsel, are required for the satisfaction of any federal, state or local
income tax withholding requirements and federal social security and other
employment tax requirements applicable to the exercise of this option. At the
election of Optionee any requirements for income tax withholdings and social
security or other employment taxes may be satisfied, in whole or in part, in
optioned Shares issuable upon exercise of this option or otherwise in shares of
Common Stock. For purposes of satisfying such requirements, Optioned Shares or
shares of Common Stock shall be valued at their fair market value on the
Exercise Date. Optionee further acknowledges that the exercise of this option
may subject Optionee to federal and state income tax, and Optionee agrees that
the Corporation shall no be liable therefor.
12. Certain Definitions.
12.1 For purposes of this Agreement, the fair market value of an Optioned
Share or a share of Common Stock shall be the closing price of a share of Common
Stock on the business day which immediately precedes the Exercise Date on the
principal exchange on which the shares of Common Stock are then listed or
admitted to trading, as such price is officially reported by the composite tape
of transactions on such exchange. If there are no reported sales of shares of
Common Stock on the principal exchange on such day, then the closing price on
such exchange on the next preceding day for which there do exist such reported
sales shall be determinative of fair market value. If the shares of Common Stock
are not then listed or admitted to trading on any such exchange, the fair market
value of a share on any relevant day shall be either (i) the closing sales price
as reported n the National Market System of the National Association of
Securities Dealers, Inc. through NASDAQ, or (ii) if such sales are not reported
on said National Market System, the average of the closing bid and asked prices
of a share of Common Stock as furnished by the National Association of
Securities Dealers, Inc., through NASDAQ or a similar organization if NASDAQ is
no longer reporting such information. In the event the fair market value of a
share of Common Stock cannot be determined under the foregoing, then said fair
market value shall be determined in good faith by the Board under any method
deemed by it to be appropriate.
12.2 The Exercise Date shall be the date on which written notice of the
exercise of this option is given by optionee.
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13. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California.
14. Stockholder Rights. Neither optionee nor his transferee or assignee,
if any, shall have any rights of a stockholder with respect to any shares
covered by this option unless such shares have been issued to Optionee or his
transferee or assignee by the Corporation pursuant to the valid exercise of the
option and the full payment by optionee or such transferee or assignee of the
option price therefor.
15. Notice. All notices to the Corporation provided for in this Agreement
shall be addressed to the President or Chief Financial officer of the
Corporation at the principal office of the Corporation, and all notices to
Optionee shall be addressed to Optionee at the address of optionee on file with
the Corporation, or to such other address as either may designate to the other
in writing. A notice shall be deemed to be duly given if and when enclosed in a
properly addressed, sealed envelope deposited, postage prepaid, with the United
States Postal Service. In lieu of giving notice by mail as aforesaid, written
notices under this Agreement may be given by personal delivery to Optionee or to
the President or Chief Financial Officer of the Corporation.
16. Registration Rights.
16.1 The Corporation agrees that upon a written request (the "Registration
Request") from Optionee or in the event of his death or disability, optionee's
executor, administrator, heir, legatee or legal representative, as the case may
be (hereinafter in this Paragraph 16, the "Option Holder"), the Corporation
shall, with reasonable promptness, but in no event later than 120 days after
receipt by the Corporation of such request, file a registration statement on
Form S-1 (or on Form S-2 or Form S-3 if either such Form can be used) under the
Securities Act of 1933 (the "1933 Act") or any comparable form then in force
(the "Registration Statement"), for any or all of the Optioned Shares and shall
use its best efforts to cause the Registration Statement to become effective
subject to the following:
16.1.1 Option Holder is fully responsible for the underwriting of his
Optioned Shares. No underwriting for such shares shall be arranged by the
Corporation;
16.1.2 Option Holder shall pay the reasonable legal fees, accounting
expenses and printing costs of the Corporation, all underwriting discounts
and commissions applicable to the Optioned Shares and all legal fees and
expenses of his own counsel;
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16.1.3 The Corporation shall not be required to file the Registration
Statement unless either: (a) in the opinion of counsel to the Corporation
or to option Holder, registration under the 1933 Act of the Optioned Shares
proposed to be sold or otherwise disposed of by Option Holder is required
for such sale or other disposition, or (b) option Holder advises the
Corporation in writing that, in the opinion of an independent investment
banker satisfactory to the Corporation, in order to effect the proposed
disposition of the Optioned Shares, registration is desirable even if not
legally necessary;
16.1.4 If the corporation, at the time it receives the Registration
Request, is filing or is contemplating the filing of a Registration
Statement for an offering of its securities or is engaged in any other
material transaction and the Board reasonably believes that such offering
or other material transaction would be adversely affected by the
Registration Request, the Corporation shall be entitled to postpone the
filing of any such requested Registration Statement for a reasonable time
not exceeding 120 days after the effective date of the Registration
Statement for the Corporation's offering, or in the case of a contemplated
filing or other material transaction, 200 days after the receipt of a
Registration Request; and
16.1.5 The Corporation shall not be required to file any such
Registration Statement within six months after the effective date of an
earlier Registration Statement pursuant to this Paragraph 16.1, nor shall
it be required to file a total of more than two Registration Statements
pursuant to this Paragraph 16.1, nor shall it be required to file any such
Registration Statement if over 75% of the Optioned Shares have already been
registered pursuant to this Paragraph 16.1, nor shall it be required to
file any such Registration Statement after March 9, 2005.
16.2 In the event that at any time while any of the Optioned Shares are
outstanding, the Corporation proposes to file a Registration Statement under the
1933 Act registering shares of Common Stock and on a form other than Form S-8,
Form S- 14 or Form S-15, it will give written notice to Option Holder at least
30 days prior to the date of filing of the proposed Registration Statement. Upon
written request by Option Holder within 15 days after receipt of such notice,
the Corporation will include in the securities to be registered by such
Registration Statement all of the Optioned Shares that Option Holder desires to
sell, subject to the following:
16.2.1 The Corporation shall pay the expense of such registration,
except that Option Holder shall pay all underwriting discounts and
commissions
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applicable to this Optioned Shares and all legal fees and expenses of his
own counsel, if any; provided that if the expense of such registration is
being borne by a person other than the Corporation, Option Holder shall
pay his pro rata share of the incremental expense of his securities being
included in such registration;
16.2.2 The Corporation shall have received (a) an opinion of counsel
to Option Holder or of counsel to the Corporation stating that registration
under the 1933 Act of the Optioned Shares proposed to be sold or otherwise
disposed of by optionee is required or (ii) option Holder advises the
Corporation in writing that in the opinion of an independent investment
banker satisfactory to the Corporation that in order to effect the proposed
disposition of the Optioned Shares, registration is desirable even if not
legally necessary;
16.2.3 If such Registration Statement is for a prospective
underwritten offering, Option Holder agrees to sell his Optioned Shares if
the Corporation so requests, on the same basis as that on which the other
securities covered by such Registration Statement are being sold. If such
Registration Statement is for a prospective underwritten offering by the
Corporation of its own account and in the opinion of the prospective
underwriters the inclusion in any Registration Statement of all of the
Optioned Shares required by Option Holder would be detrimental to the
proposed offering, the Corporation may reduce the amount of securities to
be included from option Holder and any other holders who requested to be
included (in making such reduction each holder requesting inclusion shall
have included in the Registration Statement the same proportion of the
shares he requested to be included to the total number of shares requested
to be included by all requesting holders).
The Corporation may withdraw any such Registration Statement before it
becomes effective or postpone the offering of securities contemplated by
such Registration Statement without any obligation to option Holder;
16.2.4 The Corporation shall not be required to file any such
Registration Statement after March 9, 2005.
16.3 In connection with any Registration Statement filed pursuant to this
Paragraph 16, the Corporation shall file any post-effective amendment or
amendments to the Registration Statement which may be required to effect the
distribution contemplated thereby, provided that the Corporation shall not be
required to file any post-effective amendment to any Registration
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Statement more than 90 days after the effective date of the Registration
Statement.
16.4 During the period for which the corporation is required to file and
keep effective a Registration Statement pursuant to this Paragraph 16, the
Corporation shall furnish option Holder with the number of copies of.the
Registration Statement (the "Prospectus") that he reasonably requests for the
purposes contemplated by the 1933, Act. The Corporation shall notify option
Holder during the period such Registration Statement is required to remain
effective or any time when a Prospectus relating thereto is required to be
delivered under the 1933 Act, of the happening of any event as a result of which
the Registration Statement or Prospectus, as then in effect, includes an untrue
statement of a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of circumstances then
existing. Option Holder agrees, upon receipt of such notice, forthwith to cease
making offers and sales of such securities pursuant to such Registration
Statement or deliveries of the Prospectus contained therein for any purposes and
to return to the Corporation the copies of such Registration Statement and
Prospectus not theretofore delivered by Option Holder. Subject to Paragraph 16.3
above, at the request of Option Holder, the Corporation shall prepare and
furnish to Option Holder a reasonable number of copies of any supplement to or
an amendment of such Registration Statement or Prospectus that may be necessary
so that, as thereafter delivered to the purchaser of such shares, such
Registration Statement and Prospectus shall not include any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of
circumstances then existing. The Corporation shall promptly notify Option Holder
of any stop order or similar proceeding initiated by State or federal regulatory
bodies and, subject to Paragraph 16.3 above, use its best efforts to take all
necessary steps expeditiously to remove such stop order or similar proceeding.
16.5 As a condition to the Corporation's obligations under Paragraph 16.1,
16.2 and 16.3 to cause the Registration Statement or an amendment to be filed or
shares to be included in the Registration Statement, Option Holder shall provide
such information and execute such documents (including any agreement or
undertaking relating to expenses, indemnification or other matters contemplated
by this Paragraph 16) as may be required by the Corporation in connection with
such registration.
16.6 Notwithstanding the foregoing, in connection with any Registration
Statement provided for in this Paragraph 16, the Corporation shall not be
obligated to furnish any audited financial statements other than the audited
financial statements customarily prepared at the end of its fiscal year or to
furnish
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any unaudited or pro forma financial information with respect to any period
other than interim quarter periods.
16.7 In connection with the offering of any Optioned Shares registered
pursuant to this Paragraph 16 the Corporation shall use its best efforts to
qualify or register the securities to be sold under the securities or "Blue Sky"
Laws of such jurisdictions as may be reasonably requested by Option Holder;
provided, however, that the Corporation shall not be obligated to qualify as a
foreign corporation to do business under the laws of any jurisdiction in which
it is not then qualified or to file any general consent to service of process.
The expenses of such qualification of registration shall be borne by the party
or parties bearing the expenses of the related registration under the 1933 Act.
16.8 In connection with any registration of securities pursuant to this
Agreement, to the extent permitted by law, the Corporation shall indemnify the
Option Holder and such option Holder shall indemnify the corporation in the
manner provided in this Paragraph 16.8.
16.8.1 The Corporation shall indemnify and hold harmless option Holder
for the sale or distribution of the Optioned Shares against all losses,
claims, damages or liabilities, joint or several to which option Holder may
become subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
a material fact contained in any Registration Statement, the Prospectus or
any amendment or supplement thereto, or arise out of or are based upon the
omission to state therein a material fact required to be stated therein or
necessary to make the statements herein, in the light of the circumstances
under which they are made, not misleading and subject to Paragraph 16.8.3
hereof, the Corporation shall reimburse Option Holder for any legal or
other expenses reasonably incurred by Option Holder in connection with
investigating or defending such loss, claim, damage, liability or action;
provided, however, that the Corporation shall not be required to indemnify
and hold harmless or reimburse Option Holder to the extent that any such
loss, claim, damage, liability or expense arises out of or is based upon an
untrue statement or omission in any document made in reliance upon and in
conformity with information furnished to the Corporation by or on behalf of
Option Holder for use in the preparation of such documents.
16.8.2 Option Holder shall indemnify and hold harmless the
Corporation, each of its directors and officers, each person, if any, who
controls the Corporation within the meaning of the 1933 Act, and each
underwriter against all losses, claim, damages or liabilities to which the
Corporation or any such director or officer, or
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controlling person or underwriter may become subject, under the 1933 Act or
otherwise, insofar as such losses, claim, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement of a material fact contained in any Registration Statement,
Prospectus or any amendment or supplement thereto, or arise out of or are
based upon the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading, in any case, to
the extent, but only to the extent, that such untrue statement or omission
was made in reliance upon and in conformity with information furnished to
the Corporation by and on behalf of Option Holder for use in the
preparation thereof; and subject to Paragraph 16.8.3, Option Holder shall
reimburse the Corporation or any such director or officer, controlling
person or underwriter for any legal or other expenses reasonably incurred
by the Corporation or any such director or officer, controlling person or
underwriter in connection with investigating or defending against any such
loss, claim, damage, liability or action.
16.8.3 Promptly after receipt by an indemnified party under Paragraphs
16.8.1 or 16.8.2 above, of notice of the commencement of any action, the
indemnified party shall notify the indemnifying party. The failure to so
notify the indemnifying party shall relieve it from any liability hereunder
to the extent any such failure to notify causes damages to the indemnifying
party, but not for any other liability which it may have to any party. In
case any such action is brought against any indemnified party, and it
notifies an indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to assume and control the defense of
the action at its expense provided the indemnifying party can establish to
the indemnified party's satisfaction, which shall not be unreasonably
withheld, that it is financially capable of supporting both the costs of
the defense and the potential liability, and if the indemnifying party
gives notice to such indemnified party of its election to assume and
control the defense and it is to the satisfaction of the indemnified party,
the indemnifying party shall not be liable to such indemnified party for
any legal or other expenses subsequently incurred by the indemnified party
in connection with the defense or investigation of the action.
17. Warranties and obligations of Optionee.
17.1 Optionee represents, warrants and agrees that optionee will acquire
and hold this option and the Optioned Shares for his own account and not with
the view to the resale or distribution thereof, except for resales or
distributions in accordance with federal and state securities laws and that
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Optionee will not, at any time, directly or indirectly, offer, sell, distribute,
pledge, or otherwise grant a security interest in or otherwise dispose of or
transfer all, any portion of, or any interest in this option or the Optioned
Shares (or solicit an offer to buy, take in pledge or otherwise acquire or
receive, all or any portion thereof), except pursuant to either (i) a
Registration Statement on an appropriate form under the 1933 Act, which
Registration Statement has become effective and is current with respect to this
option or the Optioned Shares being offered or sold, as the case may be, or (ii)
a specific exemption from the registration requirements of the 1933 Act, the
availability of which exemption shall be the subject matter of an opinion of
counsel for Optionee, such counsel and opinion to be reasonably satisfactory to
the Corporation, that no registration under the 1933 Act is required with
respect to such offer, sale, distribution, pledge, grant or other disposition or
transfer.
17.2 Optionee acknowledges that he understands that (i) this option and the
Optioned, Shares must be held indefinitely unless they are registered or an
exemption from registration becomes available under the 1933 Act and the
securities laws of any state; (ii) the Corporation is under no obligation to
register this option and the Optioned Shares except as provided in Paragraph 16
hereof or to comply with any exemption from such registration, including those
portions of Rule 144 under the 1933 Act to be complied with by the issuer; (iii)
if and to the extend Rule 144 is available for sales of this option and the
Optioned Shares, such sales in reliance upon Rule 144 may be made only after
this option and the Optioned Shares have been held for the requisite holding
period and then only in limited amounts in accordance with the conditions of
that rule, all of which must be met; and (iv) Optionee must, therefore, continue
to bear the economic risks of the investment in such shares for an indefinite
period of time after the exercise of the option.
17.3 Immediately prior to the exercise of all or any portion of the option
by Optionee, Optionee shall deliver to the Corporation a signed statement, in a
form satisfactory to the Corporation, confirming that each of the
representations, warranties, acknowledgments and agreements contained in this
Paragraph 17 is true as to Optionee as of the date of such exercise. Such
statement will be satisfactory to the Corporation if made in the form of Exhibit
A attached hereto.
17.4 In the event of the death or disability of optionee or the transfer or
assignment of this option in accordance with Paragraph 3 hereof, the person
exercising this option shall execute and deliver to the Corporation a statement
similar to that set forth in Exhibit A hereto, setting forth certain
representations, warranties, acknowledgments and agreements with respect to the
Optioned Shares.
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17.5 Optionee understands that all certificates representing shares
transferred pursuant to this Agreement, unless made pursuant to an appropriate
Registration Statement under the 1933 Act, will bear the following restrictive
legend:
"The shares represented by this certificate have not been
registered under the securities Act of 1933 and may not be
transferred or hypothecated without prior registration under
said Act or any exemption therefrom established to the
satisfaction of the issuer."
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in duplicate on its behalf by its duly authorized officer and Optionee
has also executed this Agreement in duplicate, all as of the day and year first
above written.
DICEON ELECTRONICS, INC.
By /S/ PETER S. JONAS
------------------------
Peter S. Jonas
President
/S/ C. STEPHEN MANSFIELD
------------------------
C. Stephen Mansfield
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EXHIBIT "A"
Diceon Electronics, Inc.
18522 Von Karman Avenue
Irvine, CA 92715
Gentlemen:
I am the holder of an option (the "Option") granted by Diceon Electronics, Inc.,
a Delaware corporation (the "Corporation"), on March 9, 1993, to purchase up to
an aggregate of 10,000 shares of the Corporation's Common Stock, pursuant to the
terms of a Non- Qualified Stock Option Agreement ("Agreement") dated March 9,
1993 between the Corporation and C. Stephen Mansfield. I hereby exercise my
Option with respect to ______________ shares of Common Stock subject to the
Option at the price of $3.50 per share, subject to adjustment as provided for in
the Agreement, and I present herewith funds payable to the order of the
Corporation in the amount of $________________________, and/or _______________
shares of Common Stock, which represents the full purchase price for the number
of shares purchased upon this exercise.
I hereby represent and warrant that I am purchasing the foregoing shares for my
own account and not with a view to the distribution thereof, and that I shall
neither offer nor sell any or all of such shares except pursuant to either (i) a
Registration Statement on an appropriate form under the Securities Act of 1933
(the "Act") I which Registration Statement has become effective and is current
with respect to the shares being offered or sold, or (ii) a specific exemption
from the registration requirements of the Act, the availability of which
exemption shall be the subject matter of an opinion of my counsel, which counsel
and opinion shall be reasonably satisfactory to the Corporation. I understand
and agree that such shares must be held indefinitely unless they are registered
or an exemption from registration becomes available under the Act and the
securities laws of any state. I acknowledge receipt from the Corporation of copy
of its most recent annual report to stockholders, the proxy statement filed in
connection with that report, its most recent annual report filed with the
Securities and Exchange commission on Form 10-K, if requested and insofar as it
is not included in such annual report to stockholders, together with copies of
all reports required to be filed by the Corporation under Sections 13 (a) , 14
(a) , 14 (c) and 15(d) of the Securities Exchange Act of 1934 since the filing
of such annual report referred to above. I further represent and warrant that I
have had the opportunity to ask questions of, and to receive answers from, the
officers and representatives of the Corporation concerning all material
information concerning the Corporation and the terms and conditions of the
transaction in which I am acquiring the shares of Common Stock.
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The certificates evidencing the shares purchased upon this exercise should be
registered in my name and delivered to me. I understand that such certificates
may bear a legend to the effect that the shares have not been registered under
the Act and may be offered for sale and sold or hypothecated only upon the terms
and conditions set forth in the preceding paragraph.
Very truly yours,
---------------------------
C. Stephen Mansfield
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