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EXHIBIT 10.63
PARTECH HOLDINGS CORPORATION
1989 INCENTIVE STOCK OPTION PLAN AGREEMENT
This is a Stock Option Plan Agreement (the "Option Agreement") made
pursuant to the 1989 Incentive Stock Option Plan (the "1989 Plan" or "Plan") of
PARTECH HOLDINGS CORPORATION (the "Company"). The parties to this Option
Agreement are the Company and James B. Dwyer III, (the "Employee" or "Option
Holder") who is an employee of the Company, or of a Related Corporation, as
defined in the Plan.
THE PARTIES AGREE AS FOLLOWS:
1. NUMBER OF SHARES AND PURCHASE PRICE.
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Effective May 18, 1994 (the "Grant Date"), the Company grants an
Incentive Stock Option ("ISO") to the Employee the right to purchase the number
of shares of common stock at the price set forth below (an "Option").
The employee has the right to purchase Thirty Thousand (30,000) shares of
common stock at a price of $.78125 per share. These option shares are ISO's.
2. VESTING OF ISO'S.
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(a) The Option subject to this Option Agreement shall vest immediately,
unless there is a vesting schedule set forth below in (b).
(b) If a vesting schedule is to apply, it shall be set forth below:
NONE
3. EXERCISE OF OPTIONS.
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The Option subject to this Option Agreement which is vested and
exercisable (the "Vested Option") may only be exercised under certain
conditions:
(a) The Option Holder has the right to exercise all or a part
of the shares contained in each grant of shares which has vested
under Section 2 of this Agreement and under the Plan.
(b) The Option Holder may only exercise the Vested Option
within the first ten (10) years after the date of their grant. An
Option Holder who is granted an ISO and who owns more than ten
percent (10%) of the total combined voting power of the Company or
its parent or subsidiary corporation at the time the
Option is granted may only exercise the Vested Options which is an
ISO within the first five (5) years after the date of such grant.
(c) To exercise the Vested Option, the Option Holder must
notify the Company in writing, at its principal place of business.
The Company will delivery the shares as soon as possible. However,
if any law or regulation requires the Company to take any action(s)
before issuing the shares, the date of delivery of the
shares may then be postponed as long as reasonably necessary to take
such action.
(d) The purchase price must be paid (i) in cash or by
certified or bank cashier's check in United States Dollars; or (ii)
by delivery to the Company of shares of Company Common Stock with a
fair market value equal to the option price at the time of exercise;
or (iii) by any combination of the foregoing. The purchase price
must be paid by the Option Holder to the Company at the time of
delivery by the Company of the Option shares.
(e) The Vested Option may be exercised by the Option Holder:
(1) While he or she is, and has continually been since the date
of the grant of the Option, an employee of the Company or a
Related Corporation, or
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(2) Within three (3) months after the date of termination of
such employment, or
(3) By the estate of the Option Holder, within three (3) months
after the Option Holder's death.
(f) The Vested option may not be exercised unless at the time
of exercise the common stock to be issued qualifies for exemption
from or is registered pursuant to, applicable Federal and state
securities laws. In the event there is not then on file with the
Securities and Exchange Commission under the Securities Act of 1933,
as amended, an effective registration statement, including a
prospectus relating to the shares subject to the ISO, the Employee
will execute and deliver to the Company prior to receipt by him of
any such shares under this Plan, an investment letter in form and
substance satisfactory to the Company, and any other documents or
representations as may be reasonably requested by the Company in its
sole discretion.
4. NON-TRANSFERABILITY OF OPTION.
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This Option is not transferable, and is not subject to attachment,
execution, or other similar process.
5. EXERCISE OF OPTIONS.
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The Option Holder must designate which Vested Option he or she is
exercising in a writing to the Company. If Option Holder fails to so
designate, earlier granted Options will be deemed first exercised.
6. HOLDING PERIOD FOR ISO.
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To qualify for ISO treatment under Section 422A of the Internal Revenue
Code of 1986 the Option Holder must not dispose of shares acquired under the
ISO within two (2) years of the date of granting the ISO nor within one (1)
year of the transfer of such shares to him.
7. 1989 INCENTIVE STOCK OPTION PLAN.
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These Options are granted pursuant to the 1989 Incentive Stock Option
Plan of the Company, which Plan is attached hereto and incorporated by
reference herein. The Option Agreement is subject to all terms, conditions and
provisions of the Plan.
8. TERMINATION.
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The Plan Committee may at any time suspend, amend or terminate the Plan,
but may not alter or impair any Option previously granted under the Plan
without the consent of the Option Holder.
IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement as of the date set forth next to their signatures.
PARTECH HOLDINGS CORPORATION
Date: ____________________________ By: ______________________________________
Its: _____________________________________
Chief Executive Officer
Date: __________________________ __________________________________________
Mr. James B. Dwyer III, Option Holder
405 Park Avenue (address of Option Holder)
New York, New York 10022
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