METRON TECHNOLOGY N.V.
EMPLOYEE STOCK OPTION PLAN
STOCK OPTION AGREEMENT
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Full Name of Optionee: _______________ Country of Residence: U.S.A.
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No. of Shares Covered: _______________ Date of Grant: ______________
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Option Price Per Share: US$____________
(Equal to Fair Market Value (as such term is
defined in The Plan) as of _______________ Expiration Date: ____________
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Exercise Schedule pursuant to Section 4:
No. of Shares
As To Which Option
Becomes Exercisable
Initial Date of Exercisability As of Such Date
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This is a STOCK OPTION AGREEMENT ("Agreement") between Metron Technology N.V.
(the "Company"), and the Optionee identified above (the "Optionee") effective as
of the date of grant specified above.
RECITALS
WHEREAS, the Company maintains the Metron Technology Employee Stock Option Plan
("Plan");
WHEREAS, the Supervisory Board of the Company has been appointed as the
committee (the "Committee") with the authority to determine the Options to be
granted under the Plan; and
WHEREAS, the Supervisory Board, in its own capacity and in the capacity of the
Committee has determined that the Optionee is eligible to receive an Option
under the Plan (the "Option") and has set the terms and conditions thereof.
1.
TERMS AND CONDITIONS*
1. GRANT. The Optionee is granted this Option to purchase the number of Shares
specified at the beginning of this Agreement on the terms and conditions set
forth herein.
2. EXERCISE PRICE. The price payable by the Optionee for each Share subject to
this Option shall be the Option Price specified at the beginning of this
Agreement.
3. TYPE OF STOCK OPTION. This Option is intended to be an "incentive stock
option" within the meaning of Section 422 of the United States Internal Revenue
Code of 1986, as amended (the "Code").
4. EXERCISE SCHEDULE. Except as provided in Section 7(c) of this Agreement, this
Option may not be exercised until and before _______________. If the Option has
not expired, twenty-five percent (25%) of the total shares originally subject to
the Option shall become exercisable on each of _______________, _______________,
_______________ and _______________ (in each case the total number of shares to
be exercisable, if other than a whole number, will be rounded to the next lowest
whole number on a cumulative basis) and the remaining Shares subject to this
Option shall become exercisable on the fourth anniversary of the date of grant
all as reflected on the first page of this Option Agreement. The exercise
schedule is cumulative - that is, if this Option has not expired prior thereto,
the Optionee may at any time purchase all or any portion of the Shares then
available under the Exercise Schedule to the extent not previously purchased.
5. EXPIRATION. This Option shall expire at 4:00 p.m. Pacific Standard Time on
the earliest of:
(a) The expiration date specified at the beginning of this
Agreement which date shall not be later than ten years after
the date of grant;
(b) The last day of the period following the termination of
employment of the Optionee during which this Option can be
exercised as specified in Section 7 of this Agreement; or
(c) The date (if any) fixed for termination of this Option
pursuant to Section 14.2 of the Plan.
In no event may anyone exercise this Option, in whole or in part, after it has
expired, notwithstanding any other provision of this Agreement.
6. PROCEDURE TO EXERCISE OPTION.
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*/ Unless the context indicates otherwise, capitalized terms that are not
defined in this Agreement shall have the meaning set forth in the Plan as it
currently exists or as it is amended in the future.
2.
NOTICE OF EXERCISE. Subject to the terms and conditions of this Agreement, this
Option may be exercised by delivering advance written notice of exercise in the
form attached to this Agreement or a similar form containing substantially the
same information to the Company at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (or such other address as the Company shall advise the
Optionee of pursuant to written notice to the Optionee), or to the Optionee's
Employer if it is a Group Company (as defined in book 2 of the Dutch Civil Code)
at such Employer's address; and, if to the Company, the notice shall be
addressed or delivered to the Corporate Secretary or a Managing Director, or if
to his/her Employer, the notice shall be addressed and delivered to its Chief
Financial Officer or the person holding the comparable position. The notice
shall state the number of Shares to be purchased, and shall be signed by the
Optionee, or the Optionee's heir, successor or permitted assign exercising this
Option. If the person exercising this Option is not the Optionee, he/she also
must submit appropriate proof of his/her right to exercise this Option.
TENDER OF PAYMENT. Any notice of exercise hereunder shall be accompanied by
payment by check, bank draft or money order payable to the Company of the full
purchase price of the Shares being purchased in the same currency as listed on
page one of this Agreement; provided, however, that the Committee, in its sole
discretion, may permit the Optionee to pay the Option Price in whole or in part
(i) with Shares owned by the Optionee; or (ii) by delivery on a form prescribed
by the Committee of an irrevocable direction to a securities broker approved by
the Committee to sell Shares and deliver all or a portion of the proceeds to the
Company in payment for the Shares acquired upon exercise; or (iii) by Shares
issuable upon exercise of the option; or (iv) in any combination of the
foregoing. Any Shares used to exercise options shall be valued by the Committee
at their fair market value on the date of the exercise of the Option.
OWNERSHIP OF SHARES. As soon as practicable after the Company receives a
properly executed notice and the purchase price provided for above, the
Optionee's ownership of Shares in the Company shall be effected by a deed to be
executed before a Dutch civil law notary and entry of the name of the Optionee
or other person acquiring those Shares in the Company's shareholders' register.
The Optionee agrees that none of the Shares so acquired shall be offered,
transferred or sold at any time to any person, including legal entities, that
are established, domiciled or resident in The Netherlands, except for
repurchases by the Company, or as otherwise permitted pursuant to the laws of
The Netherlands and all other applicable securities and share transfer laws. All
such Shares shall be fully paid.
7. EMPLOYMENT REQUIREMENT. This Option may be exercised only while the Optionee
remains employed by the Company or a Group Company, and only if the Optionee has
been continuously so employed since the date of this Agreement; provided that:
(a) The Optionee may exercise this Option during the 90-day period
following termination of employment, but only to the extent
that it was exercisable immediately prior to the date of
termination of employment (I.E. he/she shall not progress on
the Exercise Schedule).
(b) If the Optionee's employment is terminated because the
Optionee has become totally and permanently disabled (within
the meaning of Section 22(e)(3) of the Code as amended, except
that instead of using such section's reference to "twelve
3.
months," the period of 90 days shall be used instead
("Disabled")) while employed by the Company or a Group
Company, he/she may exercise this Option during the one year
period following the date of his/her termination of employment
but only to the extent that it was exercisable immediately
prior to the date of termination of employment.
(c) If the Optionee dies while employed by the Company or a Group
Company, the legal representative of his/her estate, or other
person or persons acquiring the right to exercise the Option
by bequest or inheritance, may exercise this Option during the
90-day period following the date the Optionee dies, and this
Option may be exercised in full (notwithstanding the Exercise
Schedule), if the Optionee dies while employed by the Company
or a Group Company.
Notwithstanding anything stated above to the contrary, this Option may not be
exercised after it has expired as provided in Section 5 of this Agreement.
8. LIMITATION ON TRANSFER. While the Optionee is alive, only the Optionee or
his/her guardian or other legal representative may exercise this Option. This
Option may not be assigned or transferred other than by will or the laws of
descent and distribution, and shall not be subject to pledge or other security
right. Any attempt to assign, transfer, pledge or otherwise dispose of this
Option contrary to the provisions hereof shall be without effect.
9. NO STOCKHOLDER RIGHTS BEFORE EXERCISE. No person shall have any of the rights
of a shareholder of the Company with respect to any Share subject to this Option
until exercise of this Option with respect to such Share.
10. DISCRETIONARY ADJUSTMENT. The Committee may in its sole discretion make
appropriate adjustments in the number of Shares subject to this Option and in
the Option Price per Share to give effect to any adjustments made in the number
of outstanding Shares through a merger, consolidation, recapitalization,
reclassification, combination, stock dividend, stock split or other relevant
change; provided that, fractional Shares shall be rounded to the nearest whole
Share.
11. TAX WITHHOLDING. No Shares shall be issued under the Plan to the Optionee
until the Optionee has made arrangements acceptable to the Committee for the
satisfaction of U.S. federal, state, local and foreign income and social
security tax withholding obligations, including without limitation, obligations
incident to the receipt of Shares under the Plan or the receipt of any cash
payments by the Optionee. Upon exercise of the Option, the Company, at its
option, may withhold from the Optionee or require the Optionee to surrender
Shares sufficient to satisfy U.S. federal, state, local and foreign income and
social security tax withholding obligations. Any adverse consequences incurred
by the Optionee with respect to the use of Shares to pay any part of the Option
Price or of any tax in connection with the exercise of the Option, including,
without limitation, any adverse tax consequences arising as a result of a
"disqualifying disposition" within the meaning of Section 422 of the Code shall
be the sole responsibility of the Optionee.
4.
12. ASSIGNABILITY. This option shall, during Optionee's lifetime, be exercisable
only by him, and neither the Option nor any right hereunder shall be
transferable by Optionee except as permitted under Section 8 of this Agreement.
13. INTERPRETATION OF THIS AGREEMENT. All decisions and interpretations made by
the Company or the Committee with regard to any question arising hereunder or
under the Plan shall be binding and conclusive upon the Company and the
Optionee. If there is any inconsistency between the provisions of the Agreement
and the Plan, the provisions of the Plan shall govern.
14. DISCONTINUATION OF EMPLOYMENT. This Agreement shall not give the Optionee a
right to continued employment with the Company or a Group Company, and the
Company or Group Company employing the Optionee may terminate his/her employment
and otherwise deal with the Optionee without regard to the effect it may have
upon his/her under this Agreement.
15. OBLIGATION TO RESERVE SUFFICIENT SHARES. The Company shall at all times
during the term of this Option reserve and keep available a sufficient number of
Shares to satisfy the Company's obligations upon exercise of the Option in
accordance with the terms of this Agreement.
16. BINDING EFFECT. This Agreement shall be binding in all respects on the
heirs, representatives, successors and assigns of the Optionee.
17. CHOICE OF LAW. The Agreement is entered into under the laws of The
Netherlands and shall be construed and interpreted thereunder (without regard to
its conflicts of laws principles).
18. CAPITAL DUTY. The Company and/or the Group Company for whom the Employee is
employed shall be responsible for the payment of the capital duty due under
Netherlands law upon exercise of the Option and payment of the purchase price
for the Shares subject thereto.
19. ACKNOWLEDGEMENT. The Optionee acknowledges receipt of a copy of the Plan,
and represents that he or she is familiar with the terms and provisions thereof,
and hereby accepts this Option subject to all of the terms and provisions
thereof. The Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Committee upon any questions arising
under the Plan.
IN WITNESS WHEREOF, the Optionee and the Company have executed this Agreement as
of the _____ day of _______________, 1999.
METRON TECHNOLOGY N.V. OPTIONEE
By: _______________________________ ________________________________
Its: ______________________________ _______________
5.
CONSENT OF SPOUSE
I, ___________________________, spouse of the Optionee who
executed the foregoing Agreement, hereby agree that my spouse's interest in the
Shares subject to said Agreement shall be irrevocably bound by the Agreement's
terms. I further agree that my community property or other marital property
interest in such shares, if any, shall similarly be bound by said Agreement and
that such consent is binding upon my executors, administrators, heirs and
assigns. I agree to execute and deliver such documents as may be necessary to
carry out the intent of said Agreement and this consent.
Dated: _________________, 19____
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6.