EXHIBIT 99.6
MICROELECTRONIC PACKAGING, INC.
NON-EMPLOYEE DIRECTOR AUTOMATIC STOCK OPTION AGREEMENT
RECITALS
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A. The Corporation has approved an automatic option grant program under
the 1993 Stock Option/Stock Issuance Plan (the "Plan") pursuant to which the
non-employee members of the Corporation's Board of Directors (the "Board") will
automatically receive periodic option grants designed to reward them for
services they have rendered to the Corporation and to encourage them to continue
in the service of the Corporation.
B. Optionee is a non-employee member of the Board, and this Agreement is
executed pursuant to, and is intended to carry out the purposes of, the Plan in
connection with the automatic grant of a stock option to purchase shares of the
Corporation's common stock ("Common Stock") under the Plan.
C. The granted option is intended to be a non-statutory option which does
not meet the requirements of Section 422 of the Internal Revenue Code and is
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designed to provide Optionee with a meaningful incentive to continue to serve as
a member of the Board.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms and conditions set
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forth in this Agreement, there is hereby granted to Optionee, as of the date of
grant (the "Grant Date") specified in the accompanying Notice of Grant of Non-
Employee Director Automatic Stock Option (the "Grant Notice"), a stock option to
purchase up to that number of shares of Common Stock (the "Option Shares") as is
specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the option term at the price per share (the "Option Price")
specified in the Grant Notice.
2. Option Term. This option shall have a maximum term of ten (10) years
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measured from the Grant Date and shall expire at the close of business on the
Expiration Date specified in the Grant Notice, unless sooner terminated in
accordance with Paragraph 5 or 7 of this Agreement.
3. Limited Transferability. This option shall be neither transferable
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nor assignable by Optionee, other than a transfer of this option effected by
will or by the laws of descent and distribution following Optionee's death, and
may be exercised, during Optionee's lifetime, only by Optionee.
4. Dates of Exercise. This option shall become exercisable for the
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Option Shares in a series of successive annual installments as specified in the
Grant Notice. As the option becomes exercisable for one or more installments,
those installments shall accumulate, and the option shall remain exercisable for
the accumulated installments until the expiration or sooner termination of the
option term. In no event shall this option become exercisable for any additional
Option Shares following Optionee's cessation of service as a Board member.
5. Cessation of Board Service. Should Optionee's service as a Board
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member cease while this option remains outstanding, then the option term
specified in Paragraph 2 shall terminate (and this option shall cease to be
outstanding) prior to the Expiration Date in accordance with the following
provisions:
(i) Should Optionee cease to serve as a Board member for any
reason (other than death or permanent disability) while holding this
option, then the period for exercising this option shall be reduced to a
ninety (90)-day period commencing with the date of such cessation of Board
service, but in no event shall this option be exercisable at any time after
the Expiration Date. During such limited period of exercisability, this
option may not be exercised for more than the number of Option Shares (if
any) for which it is exercisable on the date Optionee ceases service as a
Board member.
(ii) Should Optionee die during the ninety (90)-day period
following his or her cessation of Board service, then the personal
representative of Optionee's estate or the person or persons to whom the
option is transferred pursuant to Optionee's will or in accordance with the
laws of descent and distribution shall have the right to exercise this
option for any or all of the Option Shares for which the option is
exercisable at the time of Optionee's cessation of Board service (less any
Option Shares purchased by Optionee after his or her cessation of Board
service but prior to death). Such right of exercise shall terminate, and
this option shall accordingly cease to be outstanding, upon the earlier of
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(A) the expiration of the six (6)-month period measured from the date of
Optionee's death or (B) the specified Expiration Date of the option term.
(iii) Should Optionee die or become permanently disabled while
serving as a Board member, then this option shall accelerate in full and
Optionee, or the personal representative of Optionee's estate or the person
or persons to whom the option is transferred pursuant to Optionee's will or
in accordance with the laws of descent and distribution, shall have the
right to exercise this option for any or all of the Option Shares subject
to this option at the time of Optionee's cessation of Board service. Such
right of exercise shall terminate, and this option shall accordingly cease
to be outstanding, upon the earlier of (A) the expiration of the six (6)-
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month period measured from the date on which Optionee dies or becomes
permanently disabled or (B) the specified Expiration Date of the option
term.
2.
(iv) Upon Optionee's cessation of Board service for any reason
(other than death or permanent disability), this option shall immediately
terminate and cease to be outstanding with respect to any and all Option
Shares for which such option is not otherwise at that time exercisable in
accordance with the normal exercise provisions of Paragraph 4 or the
special acceleration provisions of Paragraph 7 or 8.
(v) Optionee shall be deemed to be permanently disabled if
Optionee is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment expected to
result in death or to be of continuous duration of twelve (12) months or
more.
6. Adjustment in Option Shares. Should any change be made to the Common
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Stock issuable under the Plan by reason of any stock split, stock dividend,
combination of shares, exchange of shares or other change affecting such Common
Stock as a class without the Corporation's receipt of consideration, then the
number and class of securities purchasable under this option and the Option
Price payable per share shall be appropriately adjusted to prevent the dilution
or enlargement of Optionee's rights hereunder; provided, however, the aggregate
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Option Price shall remain the same.
7. Corporate Transaction. In the event of any of the following
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shareholder-approved transactions to which the Corporation is a party (a
"Corporate Transaction"):
(i) a merger or consolidation in which the Corporation is not
the surviving entity, except for a transaction the principal purpose of
which is to change the state in which the Corporation is incorporated,
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete liquidation
or dissolution of the Corporation, or
(iii) any reverse merger in which the Corporation is the surviving
entity but in which securities possessing more than fifty percent (50%) of
the total combined voting power of the Corporation's outstanding securities
are transferred to a person or persons different from those who held such
securities immediately prior to such merger,
this option, to the extent outstanding at such time but not otherwise
fully exercisable, shall automatically accelerate so that such option shall,
immediately prior to the specified effective date for the Corporate Transaction,
become exercisable for all of the Option Shares at the time subject to this
option and may be exercised for all or any portion of such shares as fully-
vested shares of Common Stock. Upon the consummation of the Corporate
Transaction, this option shall terminate and cease to be outstanding.
3.
8. Change in Control.
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(a) This option, to the extent outstanding at the time of a Change in
Control (as defined below) but not otherwise fully exercisable, shall
automatically accelerate so that this option shall, immediately prior to the
effective date of such Change in Control, become exercisable for all of the
Option Shares at the time subject to this option and may be exercised for all or
any portion of such shares as fully-vested shares of Common Stock. This option
as so accelerated shall remain fully exercisable until the earlier of (i) the
specified Expiration Date of the option term or (ii) the sooner termination of
this option in accordance with Paragraph 5 or 7.
(b) For purposes of this Agreement, a Change in Control shall be deemed to
occur in the event of a change in ownership or control of the Corporation
effected through either of the following transactions:
(i) the acquisition directly or indirectly by any person or related
group of persons (other than the Corporation or a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of
the Securities Exchange Act of 1934) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation's shareholders which the Board does not recommend such
shareholders to accept; or
(ii) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who either (A) have been
Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (A) who
were still in office at the time such election or nomination was approved
by the Board.
9. Manner of Exercising Option.
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(a) In order to exercise this option for all or any part of the Option
Shares for which the option is at the time exercisable, Optionee (or in the case
of exercise after Optionee's death, Optionee's executor, administrator, heir or
legatee, as the case may be) must take the following actions:
(i) Provide the Secretary of the Corporation with written notice of
the option exercise (the "Exercise Notice"), in substantially the form of
Exhibit I attached hereto, in which there is specified the number of Option
Shares to be purchased under the exercised option.
4.
(ii) Pay the aggregate Option Price for the purchased shares in
one of the following alternative forms:
1. full payment in cash or check drawn to the Corporation's
order;
2. full payment in shares of Common Stock held by Optionee for
the requisite period necessary to avoid a charge to the Corporation's
earnings for financial reporting purposes and valued at Fair Market Value
on the Exercise Date;
3. full payment in a combination of shares of Common Stock held
for the requisite period necessary to avoid a charge to the Corporation's
earnings for financial reporting purposes and valued at Fair Market Value
on the Exercise Date and cash or check drawn to the Corporation's order; or
4. full payment effected through a broker-dealer sale and
remittance procedure pursuant to which Optionee shall provide irrevocable
instructions to (A) a Corporation-designated brokerage firm to effect the
immediate sale of the purchased shares and remit to the Corporation, out of
the sale proceeds available on the settlement date, sufficient funds to
cover the aggregate Option Price payable for the purchased shares and (B)
the Corporation to deliver the certificates for the purchased shares
directly to such brokerage firm in order to complete the sale.
(iii) Furnish to the Corporation appropriate documentation that the
person or persons exercising the option (if other than Optionee) have the
right to exercise this option.
(b) For purposes of subparagraph 9(a) above and for all other valuation
purposes under this Agreement, the Fair Market Value per share of Common Stock
on any relevant date shall be the determined in accordance with the following
provisions:
(i) If the Common Stock is at the time traded on the Nasdaq
Electronic Bulletin Board, the Fair Market Value shall be the average of
the highest bid price and the lowest asked price per share on the date in
question, as such prices are reported by the National Association of
Securities Dealers on the Nasdaq Electronic Bulletin Board. If there are no
reported bid or asked prices for the Common Stock on the date in question,
then the average of the highest bid price and the lowest asked price on the
last preceding date for which such quotations exist shall be determinative
of the Fair Market Value.
5.
(ii) If the Common Stock is not at the time listed or admitted to
trading on any national stock exchange but is traded on the Nasdaq National
Market, the Fair Market Value shall be the closing selling price per share
on the date in question, as such price is reported by the National
Association of Securities Dealers on the Nasdaq National Market. If there
is no reported closing selling price for the Common Stock on the date in
question, then the closing selling price on the last preceding date for
which such quotation exists shall be determinative of Fair Market Value.
(iii) If the Common Stock is at the time listed or admitted to trading
on any national stock exchange, then the Fair Market Value shall be the
closing selling price per share on the date in question on the exchange
serving as the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange.
If there is no reported sale of Common Stock on such exchange on the date
in question, then the Fair Market Value shall be the closing selling price
on the exchange on the last preceding date for which such quotation exists.
(c) The Exercise Date shall be the date on which the Exercise Notice
is delivered to the Secretary of the Corporation. Except to the extent the sale
and remittance procedure specified above is utilized in connection with the
option exercise, payment of the Option Price for the purchased shares must
accompany such notice.
(d) As soon as practical after the Exercise Date, the Corporation shall
issue to or on behalf of Optionee (or other person or persons exercising this
option) a certificate or certificates representing the purchased Option Shares.
(e) In no event may this option be exercised for any fractional share.
10. Shareholder Rights. The holder of this option shall not have any of
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the rights of a shareholder with respect to the Option Shares until such
individual shall have exercised this option and paid the Option Price for the
purchased shares.
11. No Impairment of Rights. This Agreement shall not in any way affect
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the right of the Corporation to adjust, reclassify, reorganize or otherwise make
changes in its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets. In
addition, this Agreement shall not in any way be construed or interpreted so as
to affect adversely or otherwise impair the right of the Corporation or the
shareholders to remove Optionee from the Board at any time in accordance with
the provisions of applicable law.
6.
12. Compliance with Laws and Regulations. The exercise of this option and
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the issuance of the Option Shares upon such exercise shall be subject to
compliance by the Corporation and Optionee with all applicable requirements of
law relating thereto and with all applicable regulations of any stock exchange
on which shares of the Common Stock may be listed at the time of such exercise
and issuance.
13. Successors and Assigns. Except to the extent otherwise provided in
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Paragraph 3, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the successors, administrators, heirs, legal representatives
and assigns of Optionee and the successors and assigns of the Corporation.
14. Discharge of Liability. The inability of the Corporation to obtain
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approval from any regulatory body having authority deemed by the Corporation to
be necessary to the lawful issuance and sale of any Common Stock pursuant to
this option shall relieve the Corporation of any liability with respect to the
non-issuance or sale of the Common Stock as to which such approval shall not
have been obtained. However, the Corporation shall use its best efforts to
obtain all such applicable approvals.
15. Notices. Any notice required to be given or delivered to the
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Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation in care of the Corporate Secretary at the Corporate Offices
at 9350 Trade Place, San Diego, CA 92126. Any notice required to be given or
delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed to have been given or delivered upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly addressed to the
party to be notified.
16. Construction/Governing Law. This Agreement and the option evidenced
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hereby are made and granted pursuant to the Plan and are in all respects limited
by and subject to the express terms and provisions of the Plan, including the
automatic option grant provisions of Article Three of the Plan. The
interpretation, performance, and enforcement of this Agreement shall be governed
by the laws of the State of California without resort to that State's conflict-
of-laws rules.
7.
EXHIBIT I
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NOTICE OF EXERCISE OF
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NONSTATUTORY STOCK OPTION
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I hereby notify Microelectronic Packaging, Inc. (the "Corporation") that I
elect to purchase _________ shares of Common Stock of the Corporation (the
"Purchased Shares") pursuant to that certain option (the "Option") granted to me
on ___________, 199_ to purchase up to __________ shares of the Corporation's
Common Stock at an option price of $______ per share (the "Exercise Price").
Concurrently with the delivery of this Exercise Notice to the Secretary of
the Corporation, I shall hereby pay to the Corporation the Exercise Price for
the Purchased Shares in accordance with the provisions of my agreement with the
Corporation evidencing the Option and shall deliver whatever additional
documents may be required by such agreement as a condition for exercise.
Alternatively, I may utilize the special broker/dealer sale and remittance
procedure specified in my agreement to effect payment of the Exercise Price for
the Purchased Shares.
_____________________ ___________________
Date Optionee
Address: _________________________
___________________________________
Print name in exact manner
it is to appear on the
stock certificate: _________________________________________
Address to which certificate
is to be sent, if different
from address above: _________________________________________
_________________________________________
Social Security Number: _________________________________________