Exhibit 2
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ENSEC INTERNATIONAL, INC.
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INCENTIVE STOCK OPTION AGREEMENT
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THIS AGREEMENT CERTIFIES THAT, for value received, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(the "Optionee"), is entitled to purchase from ENSEC INTERNATIONAL, INC., a
Florida corporation (the "Company"), twenty five thousand (25,000) shares of the
Company's common stock, $.01 par value per share (the "Common Stock"), subject
to adjustment pursuant to Section 9 hereof, at the price of $3.00 per share (the
"Exercise Price").
1. Grant Under 1996 Stock Option Plan. This option is granted
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pursuant to and is governed by the Company's 1996 Stock Option Plan (the "Plan")
and, unless the context otherwise requires, terms used herein shall have the
same meaning as in the Plan. Determinations made in connection with this option
pursuant to the Plan shall be governed by the Plan as it exists on this date.
In the event of any inconsistency between this Agreement and the Plan, or if any
issue is not addressed by this Agreement, the provisions of the Plan shall
govern.
2. Grant as Incentive Stock Option; Other Options. This option is
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intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). This option is in
addition to any other options heretofore or hereafter granted to the Optionee by
the Company.
3. Vesting. Subject to the provisions of Section 12 hereunder, the
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option granted under this Agreement shall vest and become exercisable in three
installments of eight thousand three hundred thirty three and one-third
(8,333-1/3) shares each, with the first installment to occur upon the
consummation of the Company's initial public offering, and the next two
installments to occur upon the first two anniversaries of such consummation,
provided that the Optionee is still employed by the Company on such anniversary
dates. The options may be exercised up to and including the date which is ten
(10) years from the date the options are granted.
4. Partial Exercise. Exercise of this option up to the extent above
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stated may be made in part at any time and from time to time within the above
limits, except that this option may not be exercised for a fraction of a share.
Any fractional share with respect to which an installment of this option cannot
be exercised because of the limitation contained in the preceding sentence shall
remain subject to this option and shall be available for later purchase by the
Optionee in accordance with the terms hereof.
5. Payment of Price. The option price is payable (i) in cash, (ii)
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by certified check or bank cashier's check payable to the order of the Company
in the amount of such purchase price, (iii) by delivery to the Company of Common
Stock having a fair market value equal to such purchase price, provided that
such Common Stock has been owned by the Optionee for such period
as the Compensation Committee (the "Committee") of the Company's Board of
Directors may determine as necessary to avoid adverse accounting treatment by
the Company, (iv) by irrevocable instructions to a broker to deliver promptly to
the Company the amount of sale or loan proceeds necessary to pay such purchase
price and to sell the Common Stock to be issued upon exercise of the option and
deliver the cash proceeds less commissions and brokerage fees to the Optionee or
to deliver the remaining shares of Common Stock to the Optionee, or (v) by any
combination of the methods of payment described in (i) through (iv) above.
6. Agreement to Purchase for Investment. By acceptance of this
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option, the Optionee agrees that a purchase of shares under this option will not
be made with a view to their distribution, as that term is used in the
Securities Act of 1933, as amended (the "Act"), unless in the opinion of counsel
to the Company such distribution is in compliance with or exempt from the
registration and prospectus requirements of the Act, or a registration statement
is in effect pursuant to the Act with respect to the shares, and the Optionee
agrees to sign a certificate to such effect at the time of exercising this
option and agrees that the certificate for the shares so purchased may be
inscribed with a legend to ensure compliance with the Act.
7. Method of Exercising Option. Subject to the terms and conditions
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of this Agreement, this option may be exercised by written notice to the
Company, at the principal executive office of the Company, or to such transfer
agent as the Company shall designate. Such notice shall state the election to
exercise an option and the number of shares in respect of which it is being
exercised and shall be signed by the person or persons so exercising this
option. Such notice shall be accompanied by payment of the full purchase price
of such shares, and the Company shall deliver a certificate or certificates
representing such shares as soon as practicable after such payment shall be
received. The certificate or certificates for the shares as to which this
option shall have been so exercised shall be registered in the name of the
person or persons so exercising this option (or, if this option shall be
exercised by the Optionee and if the Optionee shall so request in the notice
exercising this option, shall be registered in the name of the Optionee and
another person jointly, with right of survivorship) and shall be delivered as
provided above to or upon the written order of the person or persons exercising
this option. In the event this option shall be exercised by any person or
persons other than the Optionee (if in compliance with the Plan), such notice
shall be accompanied by appropriate proof of the right of such person or persons
to exercise this option. All shares that shall be purchased upon the exercise
of this option as provided herein shall be fully paid and non-assessable.
8. No Obligation to Exercise Option. The grant and acceptance of
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this option imposes no obligation on the Optionee to exercise the option.
9. Capital Changes and Business Successions. The Plan contains
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provisions covering this treatment of options in a number of contingencies such
as stock splits and mergers. Provisions in the Plan for adjustment with respect
to stock subject to options and the related provisions with respect to
successors to the business of the Company are hereby made applicable hereunder
and are incorporated herein by reference.
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10. Reservation of Common Stock. The Company will at all times
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reserve and keep available for issuance upon the exercise of this Agreement such
number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full hereof, and upon such issuance such
shares of Common Stock will be validly issued, fully paid, and nonassessable.
11. No Shareholder Rights or Obligation. This Agreement will not
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entitle the Optionee (or subsequent holder of this Agreement) hereof to any
voting rights or other rights as a shareholder of the Company. No provision of
this Agreement will give rise to any obligation of the Optionee for the Exercise
Price of Common Stock acquirable by exercise hereof or as a shareholder of the
Company.
12. Acceleration of Vesting; Lapse of Option. Pursuant to Section
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7(d) of the Plan, the following provisions shall apply to the Optionee with
respect to the acceleration and lapse of the option granted hereunder.
(a) In the event that the Optionee is terminated by the Company
with Cause (as such term is defined in Section 6(c) of that certain Employment
Agreement, dated as of May 15, 1996, by and between the Optionee and the Company
(the "Employment Agreement")), the unvested portion of the option granted
hereunder shall lapse and become null and void and no further vesting of such
option shall occur. Any or all of the vested but unexercised portion of any
option (the "Unexercised Portion") shall remain exercisable for a period of
three (3) business days after the date of the Optionee's termination.
(b) In the event that the Optionee is terminated by the Company
due to the Optionee's death or disability (as such term is defined in Section
6(b) of the Employment Agreement)), the unvested portion of the option granted
hereunder shall lapse and become null and void as of the date of such
termination and no further vesting of such option shall occur. Any or all of the
Unexercised Portion of such Option (if any) shall remain exercisable for a
period of one (1) year after the later of (i) the date of the Optionee's
termination, or (ii) the termination of any restrictions on the transfer of
shares of Common Stock underlying such option imposed in connection with the
Company's initial public offering of its Common Stock.
(c) In the event that the Optionee terminates his employment
with the Company pursuant to Section 6(e) of the Employment Agreement, the
unvested portion of the option granted hereunder shall lapse and become null and
void as of the date of such termination and no further vesting of such option
shall occur. Any or all of the Unexercised Portion of such option (if any) shall
remain exercisable for a period of one (1) year after the date of the Optionee's
termination.
(d) In the event that a Change in Control occurs or the Optionee
is terminated by the Company Without Cause (as such term is defined in Section
6(d) of the Employment Agreement), the unvested portion of the option granted
hereunder (as of the date of consummation of such Change in Control or the date
of termination, as the case may be) shall immediately vest and become
exercisable and any or all of the Unexercised Portion of such option (including
such immediately vesting portion) shall remain exercisable for a period of one
(1) year after the later of
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(i) the date of the Optionee's termination, or (ii) the termination of any
restrictions on the transfer of shares of Common Stock underlying such option
imposed in connection with the Company's initial public offering of its Common
Stock.
(e) In the event that the Optionee is terminated by the Company
pursuant to Section 6(c)(ii) of the Employment Agreement, all options granted
hereunder shall immediately lapse and become null and void as of the date of
such termination, this Agreement shall terminate and any and all obligations of
the Company hereunder shall be of no further force and effect.
(f) Upon the expiration of any of the time periods specified in
Sections 12(a)-(d) hereof, any remaining unexercised options shall lapse and
become null and void, this Agreement shall terminate and any and all obligations
of the Company hereunder shall be of no further force or effect.
(g) Subject to the provisions of this Section 12 and the Plan, all
unexercised options granted hereunder shall lapse and become null and void ten
(10) years after the Date of Grant of such options.
13. Amendments. Except as expressly contemplated by the Plan, the
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provisions of this Agreement may not be amended, supplemented, waived or changed
orally, but only by a writing signed by the party as to whom enforcement of any
such amendment, supplement, waiver or modification is sought and making specific
reference to this Agreement.
14. Assignments. Except as otherwise provided herein, no party shall
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assign his or its rights and/or obligations hereunder without the prior written
consent of each other party to this Agreement.
15. Further Assurances. The parties hereby agree from time to time
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to execute and deliver such further and other transfers, assignments and
documents and do all matters and things which may be convenient or necessary to
more effectively and completely carry out the intentions of this Agreement.
16. Binding Effect. All of the terms and provisions of this
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Agreement, whether so expressed or not, shall be binding upon, inure to the
benefit of, and be enforceable by the parties and their respective legal
representatives, successors and permitted assigns.
17. Notices. All notices, requests, consents and other
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communications required or permitted under this Agreement shall be in writing
(including telex and telegraphic communication) and shall be (as elected by the
person giving such notice) hand delivered by messenger or courier service,
telecommunicated, or mailed (airmail if international) by registered or
certified mail (postage prepaid), return receipt requested, addressed to:
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If to the Optionee:
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If to the Company:
Ensec International, Inc.
Attention: Corporate Secretary
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or to such other address as any party may designate by notice complying with the
terms of this Section. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date of transmission with
confirmed answer back if by electronic transmission; and (c) on the date upon
which the return receipt is signed or delivery is refused or the notice is
designated by the postal authorities as not deliverable, as the case may be, if
mailed.
18. Survival. All covenants, agreements, representations and
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warranties made herein or otherwise made in writing by any party pursuant hereto
shall survive the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby.
19. Jurisdiction and Venue. The parties acknowledge that a
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substantial portion of negotiations, anticipated performance and execution of
this Agreement occurred or shall occur in Palm Beach County, Florida, and that,
therefore, without limiting the jurisdiction or venue of any other federal or
state courts, each of the parties irrevocably and unconditionally (i) agrees
that any suit, action or legal proceeding arising out of or relating to this
Agreement may be brought in the courts of record of the State of Florida in Palm
Beach County or the courts of the United States, Southern District of Florida,
West Palm Beach Division; (ii) consents to the jurisdiction of each such court
in any suit, action or proceeding; (iii) waives any objection which it may have
to the laying of venue of any such suit, action or proceeding in any of such
courts; and (iv) agrees that service of any court paper may be effected on such
party by mail, as provided in this Agreement, or in such other manner as may be
provided under applicable laws or court rules in said state.
20. Enforcement Costs. If any legal action or other proceeding is
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brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any provisions of this
Agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorneys' fees, court costs and all expenses even if not
taxable as court costs (including, without limitation, all such fees, costs and
expenses incident to appeals), incurred in that action or proceeding, in
addition to any other relief to which such party or parties may be entitled.
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21. Governing Law. This Agreement and all transactions contemplated
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by this Agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the State of Florida.
22. Provision of Documentation to Optionee. By signing this
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Agreement, the Optionee acknowledges receipt of a copy of this Agreement and a
copy of the Company's 1996 Stock Option Plan.
23. Entire Agreement. This Agreement and the Plan represent the
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entire understanding and agreement between the parties with respect to the
subject matter hereof, and supersedes all other negotiations, understandings and
representations (if any) made by and between such parties.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
instrument to be executed, and the Optionee whose signature appears below
acknowledges acceptance of an original copy of this Agreement.
Date of Grant: as of May 15, 1996
Date of Agreement: as of May 15, 1996
ENSEC INTERNATIONAL, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Optionee ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
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Name of Optionee
7181 Lyonshead
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Street Address
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City State Zip Code
6
