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EXHIBIT 4.6
PCC GROUP, INC.
DIRECTOR STOCK OPTION AGREEMENT
(OUTSIDE PLAN)
This Stock Option Agreement is dated February 10, 1996 (the "Date of
Grant" hereof), and entered into between PCC Group, Inc. ("PCCG"), and
("Optionee"), a director of PCCG who is not an employee of PCCG. It is not
intended to be an Incentive Stock Option a defined at Section 422A of the
Internal Revenue Code, as amended.
The Board of Directors of PCCG ("Board") has granted to Optionee an option
to purchase all or any portion of 20,000 shares of Common Stock of PCCG (the
"Option") outside the PCC Group, Inc. 1992 Incentive Stock Option Plan (the
"Plan"). Notwithstanding the fact that this Option is granted outside the Plan,
Optionee and PCCG agree by executing this Agreement that certain definitions
and provisions of the Plan may be referred to and incorporated herein in order
to establish certain rights and obligations of the parties hereto pursuant to
the definitions and provisions of the Plan.
To evidence the Option so granted, and to set forth its terms and
conditions, PCCG and Optionee hereby agree as follows:
1. Option Price.
The Option price is $3.50 for each share, as determined by the Board.
2. Exercise of Option.
This Option shall be exercisable, subject to the provisions hereof as
follows:
2.1 Term for Exercise. This Option may be exercised after the effective
date hereof, in the following installments:
Cumulative
Percentage of Total
Shares Subject to
Period of Continuous Service Option Which May Be
After Date of Grant of Option Exercised
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Six (6) months and one day 100%
The shares of Common Stock available for exercise may be purchased, subject to
the provisions hereof, at any time and from time to time after they become
exercisable and prior to the expiration of the Option as specified at Section
2.6 hereof.
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2.2 Who May Exercise. During the lifetime of Optionee, this Option may
be exercised only by him. If Optionee shall die during service as a director
with PCCG, and prior to the expiration date specified at Section 2.6 hereof,
the Option may be exercised to the extent of the number of shares available for
exercise by Optionee on the date of his death, by the person or persons to whom
Optionee's right hereunder shall pass by will or by the laws of descent and
distribution, at any time prior to its termination.
2.3 Method of Exercise. This Option shall be exercisable by a written
notice, which shall:
(a) state the election to exercise this Option, the number of shares
with respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one, the
names, addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be
required by counsel for PCCG;
(c) be signed by the person or persons entitled to exercise this
Option and, if this Option is being exercised by any person or persons other
than Optionee, be accompanied by proof satisfactory to counsel for PCCG of the
right of such person or persons to exercise the Option; and
(d) be delivered in person or be certified mail to the Secretary of
PCCG, together with payment for such shares as specified below.
The obligation of PCCG to deliver Common Stock upon exercise of this
Option shall be subject to applicable federal, state and local tax withholding
requirements, and to all other laws, including wage and salary controls, and
compliance with all securities laws.
2.4 Payment for Shares. Upon exercise of this Option, payment of the
purchase price shall be made to PCCG in cash or, at the discretion of the
Board, through the delivery to PCCG of a promissory note equal in principal
amount to the Option Price, or through the delivery of shares of Common Stock
of PCCG held by Optionee with a value equal to the Option Price, or a
combination of cash, a promissory note and such shares. The fair market value
of shares tendered in exchange will be determined in such appropriate manner as
may be provided for by the Board or as may be required in order to comply with
or to conform to the requirements of any applicable or relevant laws or
regulations.
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2.5 Restrictions on Exercise.
2.5.1 The minimum number of shares with respect to which this
Option may be exercised at any one time is ten (10) shares, unless the number
purchased is the total number at the time available for purchase. This
Option may be exercised only with respect to full shares of Common Stock; no
fractional shares will be issued.
2.5.2 This Option may not be exercised if the issuance of shares
upon such exercise would constitute a violation of any applicable federal or
state securities or other law or valid regulation.
2.5.3 PCCG may (but need not) require as a condition to the exercise
of this Option in whole or in part, at any time, that the Optionee (or any
person exercising the Option after Optionee's death in accordance with the
provisions hereof) represent to PCCG that he is acquiring the Common Stock to
be issued to him upon such exercise for his own account for investment only and
not with a view to distribution and, in any such event, each stock certificate
issued to represent such Common Stock may bear a legend on its face giving
notice of the restrictions on transfer thereof imposed by the Securities Act of
1933 or otherwise by federal and/or state law.
2.5.4 This Option may not be exercised after its termination.
2.6 Termination of Option. This Option shall terminate and may thereafter
not be exercised:
2.6.1 Ninety (90) days after the date Optionee's service as a
director of PCCG is terminated for any reason other than the death or
Disability (as defined in Section 10.3.2 of the Plan but with reference to
Optionee as a nonemployee director of PCCG) of Optionee, except that such
ninety (90) day period shall be extended to twelve (12) months if Optionee
shall die during the ninety (90) day period;
2.6.2 Immediately upon a determination by the Board that Optionee
has committed misconduct as provided in Section 16 of the Plan; or
2.6.3 Six (6) years from the date it was granted.
3. Transferability of Option.
This Option may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner other than by will or by the laws of descent and
distribution and may be exercised, during Optionee's life, only by him.
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4. Rights as Shareholder.
Optionee shall have no rights as a shareholder with respect to any Common
Stock covered by this Option until the issuance and delivery of a certificate
or certificates to him for such Common Stock. No adjustments shall be made for
dividends or other rights for which the record date is prior to the issuance
and delivery of such certificate or certificates.
5. Capital Adjustments.
The number and price of the shares of Common Stock covered by this Option
shall be proportionately adjusted to reflect, as deemed equitable and
appropriate by the Board, any stock dividend, stock split or share combination
of the Common Stock or any recapitalization of PCCG. To the extent deemed
equitable and appropriate by the Board, in any merger, consolidation,
reorganization, liquidation, or dissolution, this Option may pertain to the
securities and/or other property, if any, which a holder of the number of
shares of Common Stock covered by this Option would have been entitled to
receive in connection with such event.
6. Notice.
Notice to the Secretary of PCCG shall be deemed given in writing when
personally delivered, or mailed by certified mail, to the Secretary of PCCG at
the then principal office of PCCG.
7. Governing Law.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of California.
IN WITNESS WHEREOF, PCCG and Optionee have duly executed this Option
Agreement.
OPTIONEE: PCC GROUP, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇▇▇
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