Exhibit 99.4
WHITE ELECTRONIC DESIGNS CORPORATION
2001 DIRECTOR STOCK PLAN
NON-QUALIFIED 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”).
RECITALS
A. The Board
of Directors of the Company has adopted the White Electronic
Designs Corporation 2001 Director Stock Plan (“Plan”)
to help retain nonemployee members of the Board of Directors of the
Company 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 [30,000] [for initial
option grant], [15,000] [for annual option grant] shares (subject
to adjustment in Section 4.3 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 (the “Code”).
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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One-Third (1/3rd) 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 two-thirds (2/3rds) of the shares set forth above will
vest in 24 equal monthly installments on the anniversary of the
Date of Grant occurring within each of the next 24 months
beginning in the month following the first anniversary of the Date
of Grant
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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 Service. If the Optionee terminates
service with the Company for any reason, then the Optionee or the
Optionee’s representative or beneficiary (as the case may be)
may at any time within twelve (12) months after the effective
date of termination of 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 in no event shall the
Option be exercisable after the Expiration Date.
9. Nontransferability. The Option shall be exercisable
only during the term of the Option provided in paragraph 4 and,
except as provided in paragraph 8 above, only by the Optionee
during his or her lifetime. Unless otherwise provided in
the
