Stock Option Award - ConMat Technologies Inc. and Paul A. DeJuliis
December ___, 1998
Paul A. DeJuliis
1110 Daniel Davis Lane
West Chester, PA 19382
Re: Stock Option Award
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Dear Mr. DeJuliis:
Pursuant to your Employment Agreement dated December 8, 1998, your are
hereby awarded a Non-Qualified Stock Option (the "Option") to purchase 250,000
shares (the "Option Shares") of Common Stock, par value $0.001 per share (the
"Common Stock") of ConMat Technologies, Inc. (the "Corporation") at a purchase
price of $3.00 per share (the "Option Price"). The Option is awarded pursuant to
this Award Letter Agreement (a copy of which you must countersign where
indicated on the last page and return to our attention.)
TERM: The Option expires ten (10) years from the Grant Date, which is
the date of this Award Letter Agreement.
VESTING: The following vesting schedule shall apply to your Option
award:
(a) The first 50,000 Option Shares can be purchased immediately upon
the effectiveness of a registration statement under the Securities Act of 1933
covering shares of the Company's common stock (the "Effective Date");
(b) An additional 100,000 Option Shares can be purchased following the
Effective Date upon a determination by the Corporation that it has realized
$750,000 in pre-tax income for a fiscal year.
(c) The final 100,000 Option Shares can be purchased following the
Effective Date upon a determination by the Corporation that it has realized
$1,000,000 in pre-tax income for a fiscal year;
(d) You shall have the right to exercise this Option as to all Option
Shares following any transaction, including without limitation a sale of assets
or merger, or any transaction resulting in a Change in Control (as defined in
your Employment Agreement, dated December 8, 1998), as the result of which the
holders of shares of the Company's common stock receive, or upon an immediate
liquidation of the Corporation would receive, not less than $5.00 per share. For
purposes of the foregoing calculation, all securities convertible into shares of
the Company's common stock and all
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Paul A. DeJuliis
December ___, 1998
Page -2-
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options to purchase shares of the Company's common stock (including this Option)
shall be deemed converted or exercised immediately prior to such calculation.
TERMINATION OF OPTION: If your employment by the Corporation terminates
by reason of death, the Option may thereafter be exercised, to the extent then
exercisable, for a period of one (1) year from the earlier to occur of the date
of such termination or the expiration of the stated term of the Option. If your
employment by the Corporation or any Affiliate terminates by reason of
Disability (as defined in the Employment Agreement), the Option may thereafter
be exercised, to the extent then exercisable, for a period of six (6) months
from the earlier to occur of the date of such termination or the expiration of
the stated term of the Option. If your employment by the Corporation or any
Affiliate terminates by reason of your voluntary resignation, the Option may
thereafter be exercised, to the extent then exercisable, for a period of sixty
(60) days from the earlier to occur of the date of such termination or the
expiration of the stated term of the Option. If your employment by the
Corporation is terminated by the Corporation without "just cause," or is
terminated by you for "good reason", as those terms are defined in your
Employment Agreement, then the Option shall be deemed fully vested and may be
exercised for a period of one (1) year from the earlier to occur of the date of
termination or the expiration of the stated term of the Option.
NATURE OF OPTION: This Stock Option is intended to be Non-Qualified
Stock Option and is not intended to be an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code, or to otherwise qualify for
any special tax benefits to you.
METHOD OF EXERCISING OPTION: You shall deliver to the Corporation
written notice of your election to exercise this Option, which notice shall
specify the number of shares in respect of which the Option is to be exercised.
PAYMENT FOR DELIVERY OF SHARES: If and to the extent accepted by the
Corporation at or after the exercise, payment shall be made as you elect as
follows:
(a) in cash, within five (5) days of your giving notice as provided for
in the immediately preceding paragraph, by delivering a check in the amount of
the Option Price for the shares in respect of which the Option is being
exercised. Such delivery shall be made to the Corporation at its principal
office, and such check or checks shall be drawn to the order of the Corporation;
(b) in full or in part in the form of a "cashless exercise," as
follows: If so specified in your notice of election, you may elect to receive
that number of Option Shares equal to: (i) the number of Option Shares with
respect to which the Option is being exercised, (ii) times the excess over the
Option Price of the Fair Market Value of one share of Common Stock, (iii)
divided by the
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Paul A. DeJuliis
December ___, 1998
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Fair Market Value of one share of Common Stock;
(c) in the form of shares of Common Stock based on the Fair Market
Value of the Stock on the date the Option is exercised; or
(d) by any other method of payment permitted under the laws to which
the Corporation is subject.
(e) "Fair Market Value" at any date shall be deemed to be the average
of the daily Closing Prices for the 20 consecutive Trading Days immediately
preceding such date for a share of Common Stock. The "Closing Price" for each
day shall be the last reported sales price regular way on that day or, in case
no such reported sale takes place on such day, the reported closing bid price
regular way, in either case as reported in the principal consolidated
transaction reporting system for the principal United States national securities
exchange or the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") National Market or Small Cap Market on which the
Common Stock is admitted to trading or listed, or if not so listed or admitted
to trading, the last quoted bid price or, if not quoted, the average of the high
bid and the low asked prices in the over-the-counter market as reported by
NASDAQ or such other system then in use. If the Common Stock is not publicly
held or so listed or traded, the "Closing Price" shall mean the fair market
value per share as determined in good faith by the Board of Directors, whose
determination shall be conclusive absent manifest abuse or error, and described
in a resolution of the Board of Directors certified by the Secretary or an
Assistant Secretary of the Corporation. A "Trading Day" shall be any day on
which the principal national securities exchange (or NASDAQ) on which the Common
Stock is admitted to trading or listed is open or, if the Common Stock is not so
admitted to trading or so listed, any day except Saturday, Sunday, a legal
holiday or any day on which banking institutions in the City of New York are
obligated or authorized to close.;
Within thirty (30) days of such payment or other arrangement, the Corporation
shall deliver to you duly endorsed and in proper form for transfer, certificates
representing the Common Stock of the Corporation in respect of which the Option
is being exercised.
NON-TRANSFERABILITY: The Option granted hereunder shall be transferable.
You must notify the Corporation of any such transactions no later than thirty
(30) days prior to the transfer.
ADJUSTMENTS: The number of shares subject to the Option shall be
proportionately adjusted for any change in the stock structure of the
Corporation because of share dividends, recapitalization, reorganization,
mergers, or other restructuring. There shall be substituted, for each share of
Common Stock of the Corporation as such shares exist as of the Grant Date of the
Option,
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Paul A. DeJuliis
December ___, 1998
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the number and kind of shares or other securities into which each such share is
changed or for which it is exchanged.
TAXES: You must pay all U.S. federal, state, local and foreign home
country taxes resulting from the exercise of the Option.
To accept this Award Letter Agreement, please sign and return the
duplicate original immediately. Without your signature, this Agreement is not
valid.
IN WITNESS WHEREOF, the parties have caused this agreement to be
executed as of the ____ day of December, 1998
CONMAT TECHNOLOGIES, INC.
By: _______________________________
Name: Theodore F. Rutkowsky
Title: President
By: _______________________________
Paul A. DeJuliis