FORM OF
DATA TRANSLATION II, INC.
1996 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
For Employees
________ Shares ________
Pursuant to its 1996 Stock Option Plan (the "Plan"), Data Translation II,
Inc. (the "Company") hereby grants to ________ (the "Optionee") an Option to
purchase on or prior to ________ (the "Expiration Date") all or any part of
________ shares of Common Stock of the Company, par value $0.01 per share
("Option Shares") at a price of $________ per share in accordance with the
schedule set forth in Section 1 hereof and subject to the terms and conditions
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set forth hereinafter and in the Plan. This Option does not qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), and consequently shall be treated as a non-qualified
stock option for tax purposes. This Option shall be governed by the laws of
Delaware.
1. Vesting Schedule. Subject to the provisions of Section 4 hereof and
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Sections 5 and 8 of the Plan, this Option shall become vested and exercisable
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with respect to the following whole number of Option Shares according to the
timetable set forth below:
Percentage of Cumulative
Number of Years Shares Becoming Percentage
After Date of Grant Available for Exercise Available
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Less than 1 year 0% 0%
At least 1 year 25% 25%
At least 2 years 25% 50%
At least 3 years 25% 75%
At least 4 years 25% 100%
2. Manner of Exercise. The Optionee may exercise this Option only in the
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following manner: from time to time on or prior to the Expiration Date of this
Option, the Optionee may give written notice to the Company's Option Committee
(the "Committee") of his election to purchase some or all of the vested Option
Shares purchasable at the time of such notice. This notice shall specify the
number of shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (a) in cash, by certified or bank check or other
instrument acceptable to the Committee; (b) in the form of shares of Common
Stock, par value $0.01 per share, of
the Company that are not then subject to restrictions under any Company plan and
that have been held by the Optionee for at least six (6) months; (c) by the
Optionee delivering to the Company a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay the option purchase
price, provided that in the event the Optionee chooses to pay the option
purchase price as so provided, the Optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements
as the Committee shall prescribe as a condition of such payment procedure; or
(d) a combination of (a), (b) and (c) above. Payment instruments will be
received subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above, and any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of
Option Shares to be purchased pursuant to the exercise of Options under the Plan
and any subsequent resale of the shares will be in compliance with applicable
laws and regulations.
If requested upon the exercise of this Option, certificates for shares may
be issued in the name of the Optionee jointly with another person or in the name
of the executor or administrator of the Optionee's estate.
Notwithstanding any other provision hereof or of the Plan, no portion of
this Option shall be exercisable after the Expiration Date hereof.
3. Non-transferability of Option. This Option shall not be transferable
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by the Optionee otherwise than by will or by the laws of descent and
distribution, and this Option shall be exercisable, during the Optionee's
lifetime, only by the Optionee. Subject to the provisions of Section 4 hereof,
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this Option may be exercised after the Optionee's death by the Optionee's
personal representative or by the legatees or heirs who receive this Option by
will or by the laws of descent and distribution.
4. Termination of Employment. If the Optionee's employment by the
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Company or any corporation or other entity (other than the Company) in any
unbroken chain of corporations or other entities, beginning with the Company if
each of the corporations or entities (other than the last corporation or entity
in the unbroken chain) owns stock or other interests possessing 50% or more of
the economic interest or the total combined voting power of all classes of stock
or other interests in one of the other corporations or entities in the chain (a
"Subsidiary") is terminated, the extent to which and the period within which the
Option may be exercised shall be as set forth below.
(a) Termination Due to Death. If the Optionee's employment terminates
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by reason of death, this Option may be exercised, to the extent
exercisable at the
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date of death, for a period of one (1) year from the date of death or
until the Expiration Date, if earlier.
(b) Termination Due to Disability. If the Optionee's employment
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terminates because the Optionee is "permanently and totally disabled"
(as defined in Section 22(e)(3) of the Code), this Option may be
exercised, to the extent exercisable on the date of termination, for a
period of one (1) year from the date of termination or until the
Expiration Date, if earlier. The death of the Optionee during the
last six (6) months of the one (1) year period provided in this
Section 4(b) shall extend such period until six (6) months after the
date of death or until the Expiration Date, if earlier.
(c) Termination for Cause. If the Optionee's employment terminates
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for cause (defined as a vote of the Board of Directors of the Company
resolving that the Optionee should be dismissed as a result of (i) any
material breach by the Optionee of any agreement to which the Optionee
and the Company are parties, (ii) any act (other than retirement) or
omission to act by the Optionee which may have a material and adverse
effect on the business of the Company or any Subsidiary or on the
Optionee's ability to perform services for the Company or any
Subsidiary, including, without limitation, the commission of any crime
(other than ordinary traffic violations), or (iii) any material
misconduct or neglect of duties by the Optionee in connection with the
business or affairs of the Company or any Subsidiary), this Option
shall immediately terminate and be of no further force and effect.
(d) Other Termination. If the Optionee's employment terminates for
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any reason other than death, disability or cause, this Option may be
exercised, to the extent exercisable on the date of termination, for a
period of three (3) months from the date of termination or until the
Expiration Date, if earlier.
For this purpose, neither a transfer of employment from the Company to a
Subsidiary (or from a Subsidiary to the Company) nor an approved leave of
absence shall be deemed a "termination of employment."
5. Option Shares. The Option Shares are shares of Common Stock as
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constituted on the date of this Option, subject to adjustment as provided in
Section 7 of the Plan.
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6. No Special Employment Rights. This Option will not confer upon the
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Optionee any right with respect to continuance of employment by the Company or a
Subsidiary, nor will it interfere in any way with any right of the Optionee's
employer to terminate the Optionee's employment at any time.
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7. Rights as a Shareholder. The Optionee shall have no rights as a
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shareholder with respect to any shares of Common Stock that may be purchased by
exercise of this Option unless and until a certificate or certificates
representing such shares are duly issued and delivered to the Optionee. Except
as otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
share certificate is issued.
8. Tax Withholding. No later than the date as of which part or all of
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the value of any shares of Common Stock received pursuant to this Option first
becomes includible in the Optionee's gross income for federal tax purposes, the
Optionee shall make arrangements with the Company in accordance with Section 9
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of the Plan regarding the payment of any federal, state or local taxes required
to be withheld with respect to such income.
9. The Plan. In the event of any discrepancy or inconsistency between
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this Agreement and the Plan, the terms and conditions of the Plan shall control.
10. Miscellaneous. Notices hereunder shall be mailed or delivered to the
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Company or the Committee at the Company's principal place of business and shall
be mailed or delivered to Optionees at the address set forth below or, in either
case, at such other address as one party may subsequently furnish to the other
party in writing.
DATA TRANSLATION II, INC.
By
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Title
Receipt of the foregoing Option is
acknowledged and its terms and conditions are hereby agreed to:
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, Optionee
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Date:
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