Exhibit 99.2
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1990 STOCK OPTION AND INCENTIVE PLAN
OF REFAC TECHNOLOGY DEVELOPMENT CORPORATION
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (the "Agreement") is between REFAC
TECHNOLOGY DEVELOPMENT CORPORATION, a Delaware corporation (the
"Employer"), and the employee whose name appears on the Schedule attached
to this Agreement (the "Grantee"), under the 1990 Stock Option and
Incentive Plan of the Employer (the "Plan").
Because of exceptional services provided by the Grantee to the
Employer, and/or in order to provide an incentive to the Grantee to exert
his utmost efforts on behalf of the Employer, the Grantee has been awarded
one or more Options on the terms and conditions set forth in the Plan, the
Agreement and the Schedule.
Terms which are defined in the Plan will have the meanings set forth
therein and the following terms will have the following meanings when used
in this Agreement:
"Expiration Date" is the earliest of (1) the last date on which any
Options can be exercised as set forth in the Schedule, (2) 90 days after
the date of termination of the Grantee other than for cause or by reason of
death, disability or retirement, (3) one year after the death, disability
or retirement of the Grantee, (4) the date of termination for any other
reason or (5) the date 10 years after the date of grant.
"Schedule" means the schedule attached to the end of this Agreement
listing information about the Options being granted to the Grantee.
Section 1. Options. To the extent indicated in the Schedule, the
Grantee is hereby granted one or more Options to purchase shares of Common
Stock, par value of $0.10, of the Employer.
Section 2. Exercise of Rights.
2.1 Times when Common Stock can be Purchased. Subject to the
provisions of the Plan and except as noted on the Schedule, Options will
become exercisable immediately on the date of grant.
2.2 Notice. If the holder of an Option wishes to exercise any of the
holder's rights, the holder must give notice of exercise to the Employer at
the Employer's principal office. The holder must give the notice in writing
in form satisfactory to the Committee. The holder must include with the
notice full payment for any Common Stock being purchased under any Option
(unless, in accordance with the Plan, the Committee shall have provided
otherwise), and any taxes due under Section 2.3 hereof.
2.3 Payment.
2.3.1 Payment of the Option Price for any Common Stock being
purchased under an Option must be made in cash, by certified or bank check
or by delivering to the Employer stock of the Employer which the Grantee
already owns. If the Grantee pays by delivering stock of the Employer, the
holder must include with the notice of exercise the certificates for the
stock duly endorsed for transfer. The Employer will value the stock
delivered by the Grantee at its Fair Market Value on the date of receipt as
set forth in the Plan and, if the value of the stock delivered by the
Grantee exceeds the amount required under this Section 2.3.1, will return
to the Grantee cash in an amount equal to the value, so determined, of any
fractional portion of a share of stock exceeding the amount required and
will issue a certificate for any whole share of stock exceeding the amount
required.
2.3.2 The holder cannot buy any Common Stock under an Option unless,
at the time the holder gives notice of exercise to the Employer, the holder
includes with such notice payment in cash or by certified or bank check of
all local, state or federal withholding taxes due, if any, on account of
buying Common Stock under the Option or gives other assurance to the
Employer satisfactory to the Committee of the payment of those withholding
taxes.
2.4 Transfer.
2.4.1 The Employer shall deliver certificates for Common Stock
bought under an Option as soon as practicable after receiving payment for
the Common Stock and for any taxes under Section 2.3 hereof, and all
documents required under the Plan and the Agreement. The certificates will
be made out in the name of the holder and shall be legended as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 and may not be
sold, transferred, pledged, hypothecated or offered for sale
in the absence of an effective registration statement
relating to such shares under such Act or a written opinion
of counsel to REFAC Technology Development Corporation that
such registration is not required."
2.4.2 If the Plan or any law, regulation or interpretation requires
the Employer to take any action regarding the Common Stock, before the
Employer issues certificates for the Common Stock being purchased, the
Employer may delay delivering the certificates for the Common Stock for the
period necessary to take that action.
Section 3. Termination. In the event that the employment of a Grantee
shall terminate (other than for cause or by reason of death, disability or
retirement), all Options then outstanding (and not earlier terminated in
accordance with their terms), may be exercised by such Grantee within
ninety (90) days after the date of such termination. If a Grantee dies (a)
while employed by the Company or a subsidiary thereof or (b) within ninety
(90) days after the date of such Grantee's termination (other than for
cause), or, if the Grantee's employment is terminated by reason of
disability or retirement, all Options then outstanding (and not earlier
terminated in accordance with their terms), may be exercised by such
Grantee (or his legal representative) within one year after the date of
death, disability or retirement. In the case of the termination of a
Grantee for any other reason no Common Stock may be purchased by or on
behalf of the holder under any Option.
Section 4. Cancellation of Rights and Limited Rights. Pursuant to the
provisions of the Plan, upon the exercise of a Right or Limited Right
granted in tandem with an Option, the Related SAR Option or Related LSAR
Option shall cease to be exercisable to the extent of the shares of Common
Stock with respect to which such Right or Limited Right is exercised. Upon
the exercise or termination of a Related SAR Option or Related LSAR Option,
the Right or Limited Right with respect to such Related SAR Option or
Related LSAR Option shall terminate to the extent of the shares of Common
Stock with respect to which the Related SAR Option or Related LSAR Option
was exercised or terminated.
Section 5. Governing Provisions. The Agreement is made under and
subject to the provisions of the Plan, and all of the provisions of the
Plan are also provisions of the Agreement. If there is a difference or
conflict between the provisions of the Agreement and the provisions of the
Plan, the provisions of the Plan will govern. By signing the Agreement, the
Grantee confirms that he has received a copy of the Plan.
5.1 Entire Agreement. This Agreement, the Plan and the Schedule
contain all of the understandings between the Employer and Grantee
concerning all Options granted under the Plan, and includes all earlier
negotiations and understandings. The Employer and Grantee have made no
promises, agreements, conditions or understandings, either orally or in
writing, that are not included in the Agreement, the Plan or the Schedule.
5.2 Employment. By establishing the Plan, granting rights under the
Plan and entering into the Agreement, the Employer does not give Grantee
any right to continue to be employed by the Employer or to be entitled to
any remuneration or benefits not set forth in the Agreement, the Plan or
the Schedule. None of the provisions of the Agreement, the Plan or the
Schedule will interfere with or limit the right of the Employer to end
Grantee's employment at any time.
5.3 Captions. The captions and section numbers appearing in the
Agreement are inserted only as a matter of convenience. They do not define,
limit, construe or describe the scope or intent of the provisions of the
Agreement.
5.4 Counterparts. The Agreement may be executed in counterparts,
each of which when signed by the Employer and Grantee will be deemed an
original and all of which together will be deemed the same Agreement.
5.5 Notice. Any notice or communication having to do with the
Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Employer or the Committee, to the
principal office of the Employer and, if to Grantee, to Grantee's last
known address on the personnel records of the Employer.
5.6 Amendment. The Agreement may be amended by the Employer as
provided by the Plan. However, unless Grantee consents, the Employer cannot
amend the Agreement if the amendment will materially change or impair the
holder's rights under the Agreement and such change is not to the holder's
benefit.
5.7 Succession and Transfer. Each and all of the provisions of the
Agreement are binding upon and inure to the benefit of the Employer and
Grantee and their heirs, successors and assigns. However, the holder may
not sell, give, transfer, encumber or assign, or use as collateral, any of
the holder's rights under the Agreement or the Plan.
5.8 Governing Law. The Agreement shall be governed and construed
exclusively in accordance with the law of the State of New York applicable
to agreements to be performed in the State of New York to the extent it may
apply.
The Employer and Grantee have caused Agreement to be signed and
delivered as of the date set forth on the Schedule.
REFAC TECHNOLOGY DEVELOPMENT CORPORATION
By:____________________________________
Robert L. Tuchman, President & CEO
Read and Agreed to:
By:________________
1990 STOCK OPTION AND INCENTIVE PLAN OF
REFAC TECHNOLOGY DEVELOPMENT CORPORATION
STOCK OPTION AGREEMENT SCHEDULE
Identification:
1. Name of Grantee: ______________________________
2. Address of Grantee: ______________________________
______________________________
3, Social Security Number of Grantee: ______________________________
4. Date of Option Agreement: ______________________________
Terms of Grant.
1. INCENTIVE STOCK OPTIONS
a. Dates of grant ______________________________
b. Number of shares granted ______________________________
c. Option prices ______________________________
d. Expiration dates ______________________________
e. Times at which options ______________________________
become exercisable