Exhibit 10.2
AML
COMMUNICATIONS, INC.
INCENTIVE
STOCK OPTION AGREEMENT (OW)
THIS AGREEMENT is made as
of February 19, 2008, between AML Communications, Inc. a
Delaware corporation (the “Company”), and Steven Ow
(the “Optionee”).
The Board of Directors has
granted to the Optionee as a matter of separate inducement in
connection with his engagement with the Company, and not in lieu of
any salary or other compensation for his services, an option (the
“Option”) to purchase shares of the Common Stock, par
value $0.01 per share, of the Company (the “Common
Stock”) on the terms and conditions set forth herein under
the 2005 Stock Incentive Plan (“Plan”). This
Option is intended to qualify as an Incentive Stock Option under
Section 422A of the Internal Revenue Code (the
“Code”).
This Option Agreement is
entered into pursuant to Section 6.4 of the Agreement and Plan
of Merger by and among the Company, Mica-Tech, Inc., a
California corporation, the Optionee and other shareholders of
Mica-Tech, Inc.
The Board of Directors has
approved the grant of options to purchase common stock to
Optionee. However, the optionee understands that the Company
intends to increase in the number of shares of common stock
issuable under the Plan by approximately 1.3 million. In
furtherance of this objective, the Board of Directors has approved
such increase and will submit this increase in authorized shares
under the Plan for a vote at the next scheduled meeting of
stockholders currently scheduled for September 2008 and has
recommended to its stockholders that they vote in favor of such
increase.
Capitalized terms used
herein without definition shall have the same meaning as in the
Plan.
AGREEMENT
In consideration of the
foregoing and of the mutual covenants set forth herein and other
good and valuable consideration, the parties hereto agree as
follows:
1.
SHARES OPTIONED; OPTION
PRICE. The Optionee may purchase all or any part of an
aggregate of 1,200,000 shares of Common Stock, at the price of
$1.20 per share (which shall not be less than the greater of
(A) 100% of the Fair Market Value (as defined in the Plan) of
the Common Stock on the date of the grant of the Option or
(B) the par value of the Common Stock; provided, however, that
each Option granted under the Plan to an Optionee who owns (after
application of the family and other attribution rules of
Section 424(d) of the Code), on the date of grant of the
Option, more than 10% of the total combined voting power of all
classes of stock of the Company or of its parent or subsidiary
corporations (a “10% Optionee”) shall have an exercise
price that is not less than the greater of (X) 110% of the
Fair Market Value of the Common Stock on the date of grant of the
Option or (Y) the par value of the Common Stock) on the terms
and conditions set forth herein.
2.
OPTION TERM, TIMES OF
EXERCISE. At the time of this Agreement none of Options shall
be exercisable. The Option term shall end on
February 19, 2013, which in no case shall be greater than ten
years (five years if the Optionee is a 10% Optionee) from the date
of grant of this Option.
(a)
Upon
receipt of a first monthly payment by the Company (or its
wholly-owned subsidiary, Mica-Tech, Inc.) of a minimum of
$160,000 from a customer not later than October 1, 2008 for
management of a minimum of 20 MW of power, options to purchase
300,000 shares of Common Stock shall become exercisable;
(b)
Upon
receipt of a first monthly payment by the Company (or its
wholly-owned subsidiary, Mica-Tech, Inc.) of a minimum of
$160,000 from an additional customer not later than October 1,
2009 for
1
management of a minimum of
an additional 20 MW of power, options to purchase an additional
300,000 shares of Common Stock shall become exercisable, so long as
prior customers have not materially reduced the amount of goods and
services purchased from the Company;
(c)
Upon
receipt of a first monthly payment by the Company (or its
wholly-owned subsidiary, Mica-Tech, Inc.) of a minimum of
$320,000 from an additional customer not later than October 1,
2010 for management of a minimum of an additional 40 MW of power,
options to purchase an additional 300,000 shares of Common Stock
shall become exercisable, so long as prior customers have not
materially reduced the amount of goods and services purchased from
the Company; and
(d)
Upon
receipt of a first monthly payment by the Company (or its
wholly-owned subsidiary, Mica-Tech, Inc.) of a minimum of
$320,000 from an additional customer before August 1, 2011 for
management of a minimum of an additional 40 MW of power, options to
purchase an additional 300,000 shares of Common Stock shall become
exercisable, so long as prior customers have not materially reduced
the amount of goods and services purchased from the
Company.
The deadlines in Sections
2(a) through (d) for satisfying the conditions for option
exerciseability may be extended for 60 days by mutual agreement of
the Company and the Optionee.
3.
TERMINATION OF EMPLOYMENT;
EFFECT ON OPTIONS.
(a)
In
the event that an Optionee who is employed by the Company or any of
its subsidiaries on a salaried basis (an “Employee”)
ceases to be an Employee for any reason other than normal
retirement, disability or death (i) all outstanding Options
which have been granted to such person under the Plan and which
have not yet become vested shall immediately terminate upon
termination of employment, and (ii) all outstanding Options
which have been granted to such person under the Plan and which
have become vested shall terminate three months thereafter (or such
earlier period of time as such Options may expire in accordance
with their terms), provided, however, if such person’s
employment is terminated “For Cause” (as defined below)
all Options granted under the Plan to such person, whether or not
they have become vested at such time, shall immediately terminate
upon termination of employment.
(b)
In
the event that an Optionee who is an Employee ceases to be an
Employee as a result of normal retirement at age 65 or disability,
all outstanding vested Options, shall be exercisable for a period
of one year from the date of such event by such person (or such
earlier period of time as such Options may expire in accordance
with their terms), and thereafter terminate.
(c)
In
the event that an Optionee who is an Employee ceases to be an
Employee as a result of death, all outstanding vested options,
shall be exercisable by such person(s) to whom the rights
under such Options shall have passed by will or the applicable laws
of descent and distribution, for a period of six months from
th
