Exhibit 99.3
WHITE ELECTRONIC DESIGNS CORPORATION
2000 BROAD BASED NON-QUALIFIED
EMPLOYEE STOCK OPTION AGREEMENT
This
Option Agreement is entered into between White Electronic Design
Corporation (“Company”) and ___
(“Optionee”), as of the ___ day of ___, ___
(“Date of Grant”). If the Optionee is presently or
subsequently becomes employed by an affiliate of the Company, the
term “Company” also refers to the affiliate that
employs the Optionee.
RECITALS
A. The
Board of Directors of the Company has adopted the White Electronic
Designs Corporation 2000 Broad Based Employee Stock Option Plan
(“Plan”) to help retain employees of the Company and
its affiliates and to enhance the ability of the Company to attract
such individuals whose services are considered unusually valuable
by providing them with an opportunity to have a proprietary
interest in the success of the Company.
B. The
Board has approved the Option grant to the Optionee pursuant to the
Plan to provide an incentive to the Optionee to focus on the
long-term growth of the Company.
In
consideration of the mutual covenants and conditions in this
Agreement, the Company and the Optionee agree as
follows:
1. Grant of Option.
The Company grants to the Optionee the option
(“Option”) to purchase ___ shares (subject to
adjustment in Section 9.1 of the Plan) of the Common Stock of
White Electronic Designs Corporation (the “Stock”) on
the terms and conditions in this Agreement. This Option may be
exercised in whole or in part and from time to time as provided in
this Agreement. The Option granted under this Agreement is
not intended to be an “incentive stock option”
as set forth in Section 422 of the Internal Revenue Code of
1986, as amended.
2. Vesting of Option.
The Option shall vest and become exercisable in accordance with the
schedule below:
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(a)
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Twenty-five percent (25%) of the
shares set forth above will vest on the first anniversary of the
Date of Grant.
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(b)
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The
remaining seventy-five percent (75%) of the shares set forth above
will vest in 36 equal monthly installments beginning one month
after the first anniversary of the date of grant, and continuing
each month thereafter.
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3. Purchase Price. The price at
which the Optionee is entitled to purchase the Stock covered by the
Option shall be $___ per share.
4. Term of Option. The
Option granted under this Agreement will expire, unless otherwise
exercised, 10 years from the Date of Grant, through and
including the normal close of business of the Company on ___
(“Expiration Date”), subject to earlier termination as
provided in paragraph 8 hereof.
5. Exercise of Option.
The Option may be exercised by the Optionee as to all or any part
of the Stock then vested by delivery to the Company of written
notice of exercise and payment of the purchase price as provided in
paragraphs 6 and 7 hereof.
6. Method of Exercising
Option. Subject to the terms and conditions of this Option
Agreement, the Option may be exercised by timely delivery to the
Company of written notice, which notice shall be effective on the
date received by the Company (“Effective Date”). The
notice shall state the Optionee’s election to exercise the
Option, the number of shares in respect of which an election to
exercise has been made, the method of payment elected (see
paragraph 7 hereof), the exact name or names, address(es) and
Social Security Number(s) of the individual(s) in which the shares
will be registered and the Social Security number of the Optionee.
Such notice shall be signed by the Optionee and shall be
accompanied by payment of the purchase price of such shares. In the
event the Option shall be exercised by a person or persons other
than Optionee pursuant to paragraph 8 hereof, such notice shall be
signed by such other person or persons and shall be accompanied by
proof acceptable to the Company of the legal right of such person
or persons to exercise the Option. All shares delivered by the
Company upon exercise of the Option shall be fully paid and
nonassessable upon delivery.
7. Method of Payment for
Options. Payment for shares purchased upon the exercise of the
Option shall be made by the Optionee in cash, previously-acquired
Stock held for more than six months (through actual tender or by
attestation), broker-assisted cashless exercise arrangement, or
such other method permitted by the Board and communicated to the
Optionee in writing prior to the date the Optionee exercises all or
any portion of the Option.
8. Termination of
Employment or Service.
8.1 General. If the
Optionee terminates employment or service with the Company for any
reason other than death or Disability and if the Optionee has been
in Continuous Employment from the Date of Grant until the date of
termination, then the Optionee may at any time within three
(3) months after the effective date of termination of
employment or service with the Company exercise the Option to the
extent that the Optionee was entitled to exercise the Option at the
date of termination, provided that the Option shall lapse
immediately upon a termination for cause. In no event shall the
Option be exercisable after the Expiration Date.
For
purposes of this Agreement, “Continuous Employment”
shall mean employment or service by the Company or an affiliate
without any interruption or termination thereof. Employment shall
not be considered interrupted or terminated in case of sick leave,
military leave or any other leave of absence approved by the
Company, or in the case of transfers between payroll locations of
the Company or between the Company, any affiliate, and any
successor thereof.
8.2 Death or Disability of
Optionee. In the event of the death or Disability of the
Optionee within a period during which the Option, or any part
thereof, could have been exercised by the Optionee, including the
period the Optionee is permitted to exercise the Option upon
termination of employment pursuant to paragraph 8.1 (the
“Option Period”), the Option shall lapse unless it is
exercised within the Option Period and in no event later than
twelve (12) months after the date of the Optionee’s
death or Disability by the Optionee or the Optionee’s legal
representative or representatives in the case of a Disability or,
in the case of death, by the person or persons entitled to
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