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EXHIBIT 10.614
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE
DAEDALUS ENTERPRISES, INC.
LONG-TERM INCENTIVE PLAN
THIS AGREEMENT is entered into effective as of [DATE] by and between DAEDALUS
ENTERPRISES, INC. ("Corporation") and <OPTIONEE> ("Optionee"), pursuant to the
Corporation's Long-term Incentive Plan (the "Plan"). The Corporation hereby
grants to the Optionee a Nonqualified Stock Option to purchase a total of
<TOTAL SHARES> shares of Common Stock, subject to the terms and conditions
contained in the Plan and as hereinafter provided (the "Option"). Capitalized
terms not defined in this Agreement shall have the meanings respectively
ascribed to them in the Plan.
OPTION PRICE
The Option shall be exercisable at a price of [PRICE-PER-SHARE] per share.
OPTION EXERCISE
1. The Option shall become exercisable in installments as follows:
Date Number
<DATE 1> <GRANT 1> shares
<DATE 2> an additional <GRANT 2> shares
To the extent not exercised, installments shall accumulate and the
Optionee may exercise them thereafter in whole or in part. In the event
of a Change in Control, the Option immediately shall become exercisable in
full. Any provision of this Agreement to the contrary notwithstanding,
the Option shall expire on, and no longer be exercisable after, the date
which is the <NO. YEARS> anniversary of the date of this Agreement (the
"Expiration Date").
2. The Option shall be exercisable by delivery to the President of the
Corporation of a written and duly executed notice in the form attached
hereto.
3. Payment of the full purchase price of any shares with respect to which the
Option is being exercised shall accompany the notice of exercise of the
Option. Payment shall be made in any of the following ways: (a) in cash,
(b) by certified check, bank draft or money order, or (c) by delivery to
the Corporation of a properly executed exercise notice, acceptable to the
Corporation, together with irrevocable instructions to the Optionee's
broker to deliver to the Corporation
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sufficient cash to pay the exercise price and any applicable income and
employment withholding taxes (the "cashless exercise procedure").
TERMINATION
1. Termination Prior to Option Becoming Exercisable. If Optionee's
employment is terminated for any reason prior to the date that the Option
or a portion thereof first becomes exercisable, such Option or portion
thereof shall terminate and all rights thereunder shall cease.
2. Termination After Option Becomes Exercisable. To the extent an Option is
exercisable and unexercised on the date the Optionee's employment is
terminated:
(a) for any reason other than death, disability or retirement, the Option
shall terminate on the earlier of (i) the expiration date of the Option,
and (ii) the first anniversary of such Optionee's termination;
(b) because the Optionee has died or become subject to a disability, the
Option shall terminate on the first anniversary of the date of the
Optionee's termination; or
(c) due to retirement, the Option shall terminate on the earlier of (i)
the expiration date, and (ii) the second anniversary of the Optionee's
termination.
During the period from the Optionee's termination until the termination of
the Option, the Optionee, or the person or persons to whom the Option shall
have been transferred by will or by the laws of descent and distribution,
may exercise the Option only to the extent that such Option was exercisable
on the date of the Optionee's termination.
OPTIONEE'S AGREEMENT
The Optionee agrees to all the terms stated in this Agreement, as well as to
the terms of the Plan, a copy of which is attached hereto and of which the
Optionee acknowledges receipt.
RIGHTS AS SHAREHOLDER
The Optionee shall have no rights as a shareholder of the Corporation with
respect to any of the shares covered by the Option until the issuance of a
stock certificate or certificates upon the exercise of the Option, and then
only with respect to the shares represented by such certificate or
certificates. No adjustment shall be made for dividends or other rights with
respect to such shares for which the record date is prior to the date such
certificate or certificates are issued.
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NON-TRANSFERABILITY OF OPTION
The Option shall not be transferred in any manner other than by will or the
laws of descent or distribution. During the lifetime of the Optionee, the
Option shall be exercised only by the Optionee. No transfer of the Option
shall be effective to bind the Corporation unless the Corporation shall have
been furnished with written notice thereof and such evidence as the Corporation
may deem necessary to establish the validity of the transfer and the acceptance
by the transferee of the terms and conditions of the Option.
COMPLIANCE WITH SECURITIES, TAX AND OTHER LAWS
The Option may not be exercised if the issuance of shares upon such exercise
would constitute a violation of any applicable Federal or state securities law
or any other law or valid regulation. As a condition to exercise of the
Option, the Corporation may require the Optionee, or any person acquiring the
right to exercise the Option, to make any representation or warranty that the
Corporation deems to be necessary under any applicable securities, tax, or
other law or regulation.
ADJUSTMENTS
The Optionee acknowledges the power of the Committee under Section 6.1 of the
Plan to adjust the number of shares which may be purchased pursuant to the
Option and the exercise price of the Option upon the occurrence of certain
events to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available by the grant of the Option.
NO RIGHT TO REMAIN IN OFFICE
The granting of the Option does not confer upon the Optionee any right to be
retained as an Employee.
AMENDMENT AND TERMINATION OF OPTION
Except as otherwise provided in this Agreement, the Corporation may not,
without the consent of the Optionee, alter or impair any Option granted under
the Plan. The Option shall be considered terminated in whole or in part, to
the extent that, in accordance with the provisions of the Plan, it can no
longer be exercised for shares originally subject to the Option.
NOTICES
Every notice relating to this Agreement shall be in writing and if given by
mail shall be given by registered or certified mail with return receipt
requested. All notices to the Corporation or the Committee shall be sent or
delivered to the President of the Corporation at the Corporation's
headquarters. All notices by the Corporation to the
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Optionee shall be delivered to the Optionee personally or addressed to the
Optionee at the Optionee's last residence address as then contained in the
records of the Corporation or such other address as the Optionee may designate.
Either party by notice to the other may designate a different address to which
notices shall be addressed. Any notice given by the Corporation to the
Optionee at the Optionee's last designated address shall be effective to bind
any other person who shall acquire rights hereunder.
IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the
Optionee have executed this Agreement effective as of the date and year first
above written.
DAEDALUS ENTERPRISES, INC.
By:
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Its: President
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OPTIONEE: <OPTIONEE>
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(signature)
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NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
GRANTED UNDER THE DAEDALUS ENTERPRISES, INC.
LONG-TERM INCENTIVE PLAN
President
Daedalus Enterprises, Inc.
P.O. Box 1869
Ann Arbor MI 48106-1869
An Option was granted to me on ___________________, 19__ to purchase ______
shares of Daedalus Enterprises, Inc. Common Stock at a price of $_________ per
share (the "Option").
I hereby elect to exercise the Incentive Stock Option with respect to ________
shares. Payment of the exercise price is being made as follows:
____ Cash delivered with this notice.
Certified check, bank draft or money order delivered
____ with this notice.
____ Subject to Section 2(c) of the Agreement relating to the
Option, I am making a "cashless exercise" and have
given the designated broker the irrevocable
instructions required by the Plan.
A combination of the above, described below, equal to
____ the exercise price:
________________________________________________________
________________________________________________________
________________________________________________________
The stock certificate for the shares acquired upon exercise should be issued
to:
Name: _____________________
Address: _____________________
_____________________
Social Security No.: _____________________
I hereby agree to notify the President of the Corporation if I dispose of the
shares acquired pursuant to the exercise of this Option prior to one year after
the date on which the Option was granted or two years after the date on which
the option is exercised.
Dated: _________________ Signature: _____________________
Print Name: _____________________