EXHIBIT 10(ff)
GUARDIAN INTERNATIONAL, INC.
Nonqualified Stock Option Agreement
-----------------------------------
1. Grant of Option. In accordance with and subject to the terms and
conditions of (a) the 1999 Stock Option Plan of Guardian International, Inc., as
it may be amended from time to time (the "Plan"), a copy of which is attached
hereto as Exhibit A, and (b) this Nonqualified Stock Option Agreement (the
"Agreement"), Guardian International, Inc., a Florida corporation (the
"Company"), grants to the optionee identified on Schedule 1 attached hereto (the
"Optionee") a nonqualified stock option (the "Option") to purchase the number of
shares (the "Shares") of its Class A Voting Common Stock, $.001 par value
("Common Stock"), set forth on Schedule 1, at the option exercise price set
forth in Schedule 1. Capitalized terms not otherwise defined in this Agreement
shall have the meanings set forth in the Plan.
2. Acceptance by Optionee. The exercise of the Option or any portion
thereof is conditioned upon acceptance by the Optionee of the terms and
conditions of this Agreement, as evidenced by the Optionee's execution of
Schedule 1 to this Agreement and the delivery of an executed copy of Schedule 1
to the Company.
3. Vesting of Option. The Option shall vest in accordance with the
vesting schedule set forth in Schedule 1. In the event that the Optionee's
employment with or service to the Company or a Subsidiary is terminated prior to
the date on which the Option or any portion thereof becomes vested, the
non-vested portion of the Option will be void, and will not become exercisable
by the Optionee.
4. Expiration of Option. The Option shall expire on the date set forth
in Schedule 1 (the "Expiration Date"), unless earlier terminated as set forth in
Section 6 below, and may not be exercised after such date.
5. Conditions to Exercise of Option. Except as otherwise set forth in
Section 6 below, the Optionee may exercise the Option or any portion thereof
after it has vested and during his lifetime only while he is employed by, or
provides service to, the Company or a Subsidiary or within a period of three
months from the date of cessation of employment or service to the Company or a
Subsidiary. To be entitled to exercise the Option, the Optionee must have
remained an employee of, or provided service to, the Company or a Subsidiary at
all times since the date of this Agreement and at the time the Optionee
exercises the Option or any portion thereof.
6. Termination of Employment or Service.
(i) Upon termination by the Company or a Subsidiary of the
Optionee's employment or service for Cause (as defined below), the Option shall
terminate as of the date of such termination and may not be exercised after such
date; (ii) upon the resignation by the Optionee of Optionee's employment or
service or upon termination by the Company or a Subsidiary of the Optionee's
employment or service other than for Cause, the Option shall terminate on the
date three months after Optionee's resignation or termination other than for
Cause; and (iii) upon termination of the Optionee's employment or service
because Optionee is permanently and totally disabled (as defined in Section
22(e)(3) of the Code) or Optionee dies, the Optionee (or Optionee's estate, in
1
the event of the Optionee's death) may exercise the Option or any unexercised,
vested portion thereof within the period ending on the sooner of (a) one year
after such termination, and (b) the Expiration Date, after which time any
unexercised portion of the Option shall expire.
For purposes of this Agreement, the Company shall have "Cause" to terminate the
Optionee's employment or service if (i) the Optionee engages in one or more acts
constituting a felony; (ii) the Optionee willfully engages in one or more acts
involving actual fraud; (iii) the Optionee willfully misappropriates Company
assets or willfully engages in misconduct either of which is materially
injurious to the Company or its affiliates; or (iv) the Optionee has materially
and willfully failed to perform his/her duties under this Agreement. For
purposes of this Agreement, the term "willful" means an act done, or omitted to
be done, by the Optionee in bad faith, provided that the Optionee knew or
reasonably should have known that the act or omission was not in the best
interest of the Company.
7. Procedure for Exercise. The Option may be exercised for the number
of Shares specified in a written notice delivered to the Company at least ten
days prior to the date on which purchase is requested, accompanied by full
payment in cash, or, with the consent of the Committee, in Common Stock or by a
promissory note payable to the order of the Company which is acceptable to the
Committee. Such payment may, with the consent of the Committee, also consist of
a cash down payment and delivery of such a promissory note in the amount of the
unpaid option exercise price. In the discretion of and subject to the conditions
as may be established by the Committee, payment of the option exercise price may
also be made by the Company retaining from the Shares to be delivered upon
exercise of the Option, or portion thereof, that number of Shares having a fair
market value on the date of exercise equal to the option exercise price of the
number of Shares with respect to which the Optionee exercises the Option, or
portion thereof. Such payment may also be made in such other manner as the
Committee determines is appropriate, in its sole discretion, subject to the
restrictions set forth in the Plan. If upon exercise of all or a portion of the
Option there shall be payable by the Company or a Subsidiary any amount for
income tax withholding, then, at the Company's option and as a condition to such
exercise, either (i) the Company shall reduce the number of Shares to be issued
to the Optionee by a number of Shares of Common Stock having an aggregate fair
market value on the date of exercise equal to the amount of such income tax
withholding or (ii) the Optionee shall pay such amount to the Company or its
Subsidiary, as applicable. If any applicable law requires the Company to take
any action with respect to the Shares specified in the written notice of
exercise, or if any action remains to be taken under the Articles of
Incorporation or Bylaws of the Company, as in effect at the time, to effect due
issuance of the Shares, then the Company shall take such action and the day for
delivery of such Shares shall be extended for the period necessary to take such
action. No Optionee shall have any of the rights of a shareholder of the Company
under any Option unless and until the Shares are issued or transferred to the
Optionee in accordance with the terms of the Award.
8. Non-Transferability of Stock Options. No Option granted hereunder to
the Optionee shall be transferable by the Optionee otherwise than by will, or by
the laws of descent and distribution, and such Option shall be exercisable,
during the lifetime of the Optionee, only by the Optionee; provided, however,
that in the event of the Optionee's disability, his or her legal representative
may exercise the Option on the Optionee's behalf.
9. No Right to Employment or Service. Nothing contained in the Plan or
in this Agreement, nor any action taken by the Committee, shall confer upon the
Optionee any right with respect to continuation of employment by, or service to,
2
the Company or a Subsidiary as an employee or in any other capacity nor
interfere in any way with the right of the Company or a Subsidiary to terminate
the Optionee's employment or service at any time with or without Cause.
10. Representations as to Purchase of Shares. As a condition of the
Company's obligation to issue Shares upon exercise of the Option, if requested
by the Company, the Optionee shall, concurrently with the delivery of the stock
certificate representing the Shares so purchased, give such written assurances
to the Company, in the form and substance that its counsel reasonably requests,
to the effect that the Optionee is acquiring the Shares for investment and
without any present intention of reselling or redistributing the same in
violation of any applicable law, and the Company shall have the right to endorse
the certificate representing the Shares with an appropriate restrictive legend
as to compliance with such law. In the event that the Company registers the
Shares under the Securities Act of 1933, as amended, and any applicable state
laws, the issuance of such Shares shall not be subject to the restrictions
contained in this paragraph 10.
11. Compliance With Applicable Law. The issuance of the Shares pursuant
to the exercise of this Option is subject to compliance with all applicable laws
including, without limitation laws governing withholding from employees and
nonresident aliens for income tax purposes. This Agreement shall be governed by
the laws of the State of Florida and the federal laws of the United States.
12. Incorporation of Plan Provisions. This Agreement is made pursuant
to the Plan and is subject to all the terms and provisions of the Plan as if the
same were fully set forth in this Agreement. The Optionee hereby acknowledges
that he has received, read and understood the copy of the Plan attached to this
Agreement. If there is a conflict between the terms of the Plan and the terms of
this Agreement, the terms of the Plan shall govern.
13. Miscellaneous. This Agreement shall be binding upon and inure to
the benefit of all successors of the Company. This Agreement may not be amended
without the express written consent of both parties hereto.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed as of the date of grant set forth in Schedule 1.
GUARDIAN INTERNATIONAL, INC.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
and Chief Executive Officer
3
Schedule 1
Nonqualified Stock Option Agreement
-----------------------------------
Name of Optionee: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Number of Shares: 75,000 (seventy-five thousand) shares of Common Stock
Option Exercise Price Per Share: $0.69
Date of Grant: September 13, 1999
Expiration Date: September 13, 2009
Vesting Schedule: 15,000 shares of Common Stock September 13, 1999
15,000 shares of Common Stock September 13, 2000
15,000 shares of Common Stock September 13, 2001
15,000 shares of Common Stock September 13, 2002
15,000 shares of Common Stock September 13, 2003
The undersigned agrees to the terms and conditions of the Nonqualified
Stock Option Agreement of which this Schedule 1 is a part, and acknowledges
receipt of (a) the 1999 Stock Option Plan of Guardian International, Inc. and
(b) Guardian International, Inc.'s most recent Annual Report on Form 10-KSB.
Date Accepted: September 13, 1999
------------------
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------