UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
SCHEDULE
13 D
(Initial
Filing)
Under
the Securities Exchange Act of 1934
INTEGRAL
VISION, INC.
(Name
of
Issuer)
COMMON
STOCK
(Title
of
Class of Securities)
45811H106
(CUSIP
Number)
Charles
J. Drake
Chairman
Integral
Vision, Inc.
49113
Wixom Tech Drive,
Wixom,
Michigan 48393
(248)
668-9230
(Name,
Address, & Telephone number of person authorized
to
receive notices and communications)
September
17, 2008
(Date
of
Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check
the following box. o
CUSIP
Number: 45811H106
(1) Names
of
reporting persons: Charles J. Drake
(2) Check
the
appropriate box if a member of a group
(a)
N/A
(b)
N/A
(3) SEC
use
only
(4)
Source
of
funds: PF and SC
(5) Check
if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
N/A
(6) Citizenship
or place of organization: United States of America
Number
of
shares beneficially owned by each reporting person with:
(7) Sole
Voting Power: 2,945,803
(8) Shared
Voting Power: N/A
(9) Sole
Dispositive Power: 3,445,803
(10) Shared
Dispositive Power: N/A
(11) Aggregate
Amount Beneficially Owned by Each Reporting Person: 4,445,803
(12) Check
if
the Aggregate Amount in Row (11) Excludes Certain Shares: N/A
(13) Percent
of Class Represented by Amount in Row (11): 14%
(14) Type
of
Reporting Person: IN
Item
1. Security and Issuer.
This
Schedule 13D relates to the Common Stock of Integral Vision, Inc (the
“Company”). The principal business address of the Company is 49113 Wixom
Tech Drive, Wixom, MI 48393.
Item
2. Identity and Background.
The
person filing this statement is Charles J. Drake whose principal business
address is 49113 Wixom Tech Drive, Wixom, MI 48393.
Charles
J. Drake is the Chairman and Chief Executive Officer of the
Company.
During
the last five years, Charles J. Drake has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor has
he
been a party to a civil proceeding ending in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding a violation with respect to
such
laws.
Item
3. Source and Amount of Funds or Other Consideration.
The
shares were acquired at various times as follows:
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500,000
shares were acquired on May 16, 2008 through Incentive Stock Options
vesting May 1, 2009;
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500,000
shares were acquired on September 17, 2008 as non-qualified options
vested
9/17/2008;
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500,000
shares were acquired on September 17, 2008 as a grant vesting
1/1/2009;
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500,000
shares were acquired on September 17, 2008 as a grant vesting upon
the
repayment of Class 2 Notes;
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2,045,803
shares were acquired in March and April of 2004 through the exercise
of
warrants associated with certain Class 2 Notes and the conversion
of Class
3 Notes; and
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400,000 shares
were acquired in August of 2001 as a
grant.
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Item
4. Purpose of Transaction.
All
shares were acquired for investment purposes.
Item
5. Interest in Securities of the Issuer.
Charles
J. Drake beneficially owns 4,445,803 shares or approximately 14.0% of the
outstanding Common Stock and has sole power to dispose of or to direct the
disposition of 2,945,803 shares or approximately 9.8% of the outstanding Common
Stock. Charles J. Drake has the sole power to vote or to direct the vote of
3,445,803 shares or approximately 11.2% of the outstanding Common Stock.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The
Company has a Restricted Stock Agreement with Charles J. Drake which grants
him
1,000,000 shares of the Company’s common stock, 500,000 of which vest on January
1, 2009 and 500,000 of which vest on the payment of certain Class 2 Notes.
Mr.
Drake has the right to vote such shares prior to vesting. Any non-vested
restricted shares will be forfeited if Mr. Drake’s employment with the Company
is terminated.
The
Company has a Non-Qualified Stock Option Agreement with Charles J. Drake which
grants him the option to purchase up to 500,000 shares of the Company’s common
stock at an exercise price of $0.30 per share beginning on September 17, 2008
and ending on September 16, 2018. If Mr. Drake breaches the terms of any
confidentiality, non-competition, non-solicitation or patent assignment
agreement, whether employed by the Company at the time or not, any unexercised
options will be forfeited.
The
Company has an Incentive Stock Option Agreement with Charles J. Drake which
grants him the option to purchase up to 500,000 shares of the Company’s common
stock at an exercise price of $0.172 per share beginning May 1, 2009 and ending
May 15, 2018. If Mr. Drake breaches the terms of any confidentiality,
non-competition, non-solicitation or patent assignment agreement, whether
employed by the Company at the time or not, any unexercised options will be
forfeited.
Item
7. Material to be Filed as Exhibits.
The
following material as described in Item 6: Restricted Stock Agreement;
Non-Qualified Stock Option Agreement; and Incentive Stock Option
Agreement.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Date: September
26, 2008 |
By: |
/s/ Charles
J. Drake |
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CHARLES
J. DRAKE |
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EXHIBIT
A
RESTRICTED
STOCK AGREEMENT
This
Restricted Stock Agreement is entered into by and between Integral Vision,
Inc.
("Company"), and Charles J. Drake, the Company's Chairman and Chief Executive
Officer ("Executive"), effective on this ___ day of September,
2008.
Background
The
Company wishes to provide incentives to recognize and reward the Executive,
whose performance, contributions, and skills will be critical to the Company's
success, by aligning his interests more closely with those of the Company's
shareholders. For this purpose, the Compensation Committee of the Company's
Board of Directors ("Committee") has granted the Executive restricted shares
of
the Company's Common Stock pursuant to the terms of the Integral Vision, Inc.
2008 Equity Incentive Plan ("Plan") and this Agreement.
In
consideration of the premises, the Company and the Executive agree as
follows:
Agreement
1. Grant.
The
Company hereby grants the Executive 1,000,000 whole shares of the Company's
common stock, which shares ("Restricted Shares") shall be subject to the terms,
conditions, and restrictions specified in this Agreement and the
Plan.
2. Closing.
The
transfer of the Restricted Shares ("Closing") shall occur simultaneously with
the execution of this Agreement. Concurrently with the execution of this
Agreement, (i) the Company shall deliver to the Executive a certificate,
registered in the Executive's name, representing the Restricted Shares, and
(ii)
the Executive shall deliver to the Company a duly executed stock power, endorsed
in blank, relating to the Restricted Shares.
3. Custody.
The
Executive understands that, although the certificates representing the
Restricted Shares shall be registered in the Executive's name, all such
certificates (other than for Restricted Shares that have vested) shall be
deposited, together with the stock power executed by the Executive, in proper
form for transfer, with the Company. The Company is hereby authorized to
effectuate the transfer into its name of all certificates representing the
Restricted Shares that are forfeited to the Company pursuant to paragraph 6
of
this Restricted Stock Agreement. Following the vesting of all Restricted Shares
subject to this Agreement, or earlier, if requested by the Executive, the
Company shall issue an appropriate certificate for those Restricted Shares
that
have become vested.
4. Nontransferability
of Restricted Shares.
Until
such time as the Restricted Shares become vested, the Executive shall not have
any right to sell, transfer, pledge, hypothecate, or otherwise dispose of the
Restricted Shares. The Executive represents and warrants to the Company that
he
shall not sell, transfer, pledge, hypothecate, or otherwise dispose of the
Restricted Shares in violation of applicable securities laws or the provisions
of this Agreement. Except as expressly provided in this Agreement, all
non-vested Restricted Shares shall be forfeited upon the termination of the
Executive's employment with the Company.
5. Vesting.
The
Executive's interest in the Restricted Shares shall vest and become
nonforfeitable as follows, provided that the Executive's employment with the
Company has not terminated before the applicable vesting date: (i) the
Executive's interest in 500,000 of the Restricted Shares shall vest and become
non-forfeitable on January 1, 2009; and (ii) the Executive's interest in the
remaining 500,000 Restricted Shares shall vest and become nonforfeitable upon
retirement of the Class 2 Notes per section 8.11 of the 5th
Amended
Note and Warrant Purchase Agreement.
6. Forfeiture.
If the
Executive's employment with the Company terminates before his interest in the
Restricted Shares becomes 100% vested, his interest shall not vest further,
and
his interest in the unvested portion of the Restricted Shares shall be
immediately forfeited (effective as of the date of such termination of
employment).
7. Voting
and Other Rights.
The
Executive shall have all of the rights and status as a shareholder of the
Company with respect to the Restricted Shares, including the right to vote
any
and all Restricted Shares and to receive dividends or other distributions
thereon, regardless of whether such Restricted Shares are vested, until the
earlier of the date on which such Restricted Shares are forfeited as provided
herein or the date on which the Executive ceases to own such shares. The
Executive understands that the grant of Restricted Shares to him under this
Agreement does not confer upon him any right to continue as an employee of
the
Company.
8. Investment
Representations.
The
Executive represents and warrants to the Company that he is acquiring the
Restricted Shares for his own account for investment and not with a view to
or
for resale in connection with any distribution of the Restricted Shares and
that
he has no present intention of distributing or reselling the Restricted Shares.
The Executive acknowledges that the certificate or certificates representing
the
Restricted Shares shall bear an appropriate legend relating to restrictions
on
transfer.
9. Adjustments
for Changes in Capitalization of the Company.
In the
event of any change in the outstanding shares of common stock of the Company
prior to the lapsing of the restrictions associated with the Restricted Shares
by reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation, or any change in
the
corporate structure of the Company or in the shares of common stock, the number
and class of the Restricted Shares shall be appropriately adjusted by the
Company, in its sole discretion, whose determination shall be
conclusive.
10. Securities
Laws.
The
Executive understands that applicable securities laws may restrict the right
of
the Executive to dispose of any Restricted Shares that the Executive may acquire
hereunder and govern the manner in which such Restricted Shares may be sold.
The
Executive shall not offer, sell, or otherwise dispose of any of the Restricted
Shares in any manner that would (i) require the Company to file any registration
statement with the Securities Exchange Commission (the "SEC"), (ii) require
the
Company to amend or supplement any registration statement that the Company
may
at any time have on file with the SEC, or (iii) violate the 1933 Act or any
other state or federal law.
11. Withholding
Taxes.
If the
grant or other transfer of the Restricted Shares, or the vesting of the
Restricted Shares, results in taxable compensation income to the Executive,
the
Executive hereby authorizes the Company to collect any withholding taxes from
the Executive by payroll deduction or, if that is not possible, the Executive
agrees to make direct payment of the applicable taxes to the
Company.
12. Integration.
This
Agreement supersedes any and all prior and/or contemporaneous agreements, either
oral or in writing, between the parties hereto with respect to the subject
matter hereof. Each party to this Agreement acknowledges that no
representations, inducements, promises, or other agreements, oral or otherwise,
have been made by any party, or anyone acting on behalf of any party, pertaining
to the subject matter hereof, which are not embodied herein, and that no prior
and/or contemporaneous agreement, statement or promise pertaining to the subject
matter hereof that is not contained in this Agreement shall be valid or binding
on either party.
13. Successors.
This
Agreement shall be binding upon and inure to the benefit of any successor of
the
Company and any successors, assigns or estate of the Executive including his
executors, administrators, and trustees.
14. Amendment.
No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is in writing and signed by the party against
whom such modification, waiver or discharge is sought to be
enforced.
15. Governing
Law.
The
validity, interpretation, construction and performance of this Agreement will
be
governed by and construed in accordance with the substantive laws of the State
of Michigan, without giving effect to the principles of conflict of laws of
such
State.
16. Binding
Agreement.
By
signing below, the Company and the Executive agree to be bound by the terms
and
conditions of this Stock Agreement.
IN
WITNESS WHEREOF, the Company and the Executive have executed this Restricted
Stock Agreement, effective on the date specified in the first paragraph hereof.
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INTEGRAL
VISION,
INC. |
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By:
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Charles
J. Drake |
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Mark R. Doede, President
and Chief Operating Officer
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EXHIBIT
C
INTEGRAL
VISION, INC.
STOCK
OPTION AGREEMENT
THIS
STOCK OPTION AGREEMENT (“Agreement”)
is entered into by and between Integral Vision, Inc. (“Company”) and Charles J.
Drake (“Optionee”), effective as of September __, 2008.
1. Option
Grant.
By
action of the Compensation Committee of its Board of Directors, the Company
has
granted to the Optionee the following option ("Option") to purchase shares
of
the Company's common stock pursuant to the Integral Vision, Inc. 2008 Equity
Incentive Plan (“Plan”):
(a) Grant
Date: September __, 2008
(b) Type
of
Option: Nonqualified Stock Option
(c) Shares
Subject to Option: 500,000 Shares
(d) Exercise
Price: $____ per Share
(e) Termination
Date: September 16, 2018
The
Option is subject
to the terms and conditions of this Agreement and the Plan. For purposes of
this
Agreement, all capitalized terms not otherwise defined herein shall have the
meanings specified in the Plan. Under
no circumstances may the Optionee exercise the Option with respect to one or
more Shares before returning a signed copy of this Agreement to the Company's
President.
2. Incentive
Stock Option Treatment.
The
Option is not intended to qualify as an Incentive Stock Option.
3. Vesting
and Exercisability.
The
Option shall be vested and exercisable with respect to all Shares subject to
the
Option as of the Grant Date.
4. Exercise
of Option.
To
the
extent that the Option is vested and exercisable under the provisions of the
Plan and this Agreement, the Optionee may exercise the Option with respect
to
some or all of the Shares subject to the Option. To exercise an Option, the
Optionee (or such other person specified in the Plan) must deliver the following
to the Company's President at the Company's principal executive
offices:
(a) a
written
notice of exercise that identifies this Agreement, the type of Option to be
exercised, and states the number of Shares to be purchased;
(b) the
Optionee's agreement to notify the Company' President in writing before
disposing of Shares acquired pursuant to the Option within two years of the
Grant Date;
(c) a
check,
cash, or such other lawful form of consideration as the Committee may approve
in
accordance with the Plan in the amount of the aggregate Exercise
Price;
(d) a
check
or cash in the amount reasonably requested by the Company to satisfy the
Company’s withholding obligations under federal, state, or other applicable tax
laws with respect to the taxable income, if any, recognized by the Optionee
in
connection with the exercise, in whole or in part, of the Option (unless the
Company and the Optionee shall have made other arrangements for deductions
or
withholding from the Common Shares acquired pursuant to the exercise of the
Option or the wages, bonus, or other income paid to the Optionee by the
Company); and
(e) any
written representations and/or undertakings, in such form and substance as
the
Company may deem appropriate to assure compliance with all applicable legal
and
accounting requirements.
The
Optionee must also perform any other acts necessary to register the Optionee
as
a shareholder of the Company, as reasonably requested by the
Company.
5. Forfeiture
Upon Prohibited Competition.
If,
during the Optionee's service for the Company or for any period thereafter
during which the Optionee may exercise the Option, in whole or in part, the
Optionee has breached the terms of any confidentiality, non-competition,
non-solicitation or patent assignment agreement between Optionee and the
Company, the Optionee shall forfeit all interest in the Option, notwithstanding
the vesting provisions of the Plan or this Agreement.
6. Fractional
Shares.
Fractional share interests shall be disregarded but may be
accumulated.
7. Continuance
of Service.
The
Plan's vesting provisions require continued employment or service as an employee
through each applicable vesting date as a condition of vesting. No further
vesting will occur after the termination of the Optionee's service.
8. No
Rights as a Shareholder.
Neither
the Optionee nor any other person shall have any right or privilege of a
shareholder with respect to any Share subject to an Option until the issuance
and delivery to him of a certificate evidencing the shares registered in his
name. No adjustment will be made for dividends or other shareholder rights
for
which the record date precedes such date of delivery.
9. The
Plan.
The
Option and all rights of the Optionee thereunder and/or hereunder are subject
to, and the Optionee agrees to be bound by, all of the terms and conditions
of
the Plan, which terms and conditions are incorporated herein by reference.
Unless otherwise expressly provided, provisions of the Plan that confer
discretionary authority on the Board or the Committee do not (and shall not
be
deemed to) create any additional rights in the Optionee. If there is any
conflict or inconsistency between the terms and conditions of this Agreement
and
of the Plan, the terms and conditions of the Plan shall govern. The Optionee
acknowledges that he has received a complete copy of the Plan and agrees to
be
bound by its terms.
10. Investment
Representations.
In
connection with his exercise of the Option, the Optionee shall, to the extent
requested to do so by the Company, represent and warrant to the Company as
follows:
(a) The
Optionee is purchasing the Shares for his own account for investment only and
not for resale or with a view to the distribution thereof;
(b) The
Optionee has had the opportunity to obtain from the Company such information
as
is necessary to permit him to evaluate the merits and risks of his investment
in
the Company and has consulted with his own advisors with respect to such
investment;
(c) The
Optionee has sufficient experience in business, financial, and investment
matters to be able to evaluate the risks involved in the purchase of the Shares
and to make an informed investment decision with respect to such
purchase;
(d) The
Optionee can afford a complete loss of the value of the Shares and is able
to
bear the economic risk of holding the Shares for an indefinite period;
and
(e) The
Optionee understands that the Shares are not registered under federal or state
securities laws and may not be sold or otherwise transferred or disposed of
in
the absence of an effective registration statement under federal and state
securities laws (or exemptions from the registration requirements thereof).
The
Optionee further acknowledges that certificates representing the Shares will
bear restrictive legends reflecting the foregoing.
11. Further
Restrictions with Respect to Shares.
Shares
acquired pursuant to the Option may not be sold, assigned, transferred, pledged,
hypothecated, given away, or in any other manner disposed of or encumbered,
whether voluntarily or by operation of law, unless such transfer is in
compliance with all applicable securities laws (including, without limitation,
the Securities Act of 1933). In connection with any transfer of Shares, the
Company may require the transferor to provide, at the transferor’s own expense,
an opinion of counsel, satisfactory to the Company, that such transfer is in
compliance with all applicable foreign, federal, and state securities laws.
Any
attempted disposition of the Shares not in accordance with the terms and
conditions of this Section shall be null and void.
12. No
Right to Continued Service.
This
Agreement does not confer on the Optionee any right to continued employment
or
service with the Company (or its parent or subsidiary) or interfere in any
way
with the right of the Company (or its parent or subsidiary) to terminate the
Optionee's employment or service at any time.
13. Mutual
Assurances.
Each
party hereto agrees to perform any further acts and execute and deliver any
documents that may be reasonably necessary to carry out the intent of this
Agreement.
14. Notices.
Except
as otherwise provided herein, all notices, requests, demands, and other
communications under this Agreement shall be in writing, and if by telegram
or
facsimile, shall be deemed to have been validly served, given, or delivered
when
sent, or if by personal delivery or messenger or courier service, or by
registered or certified mail, shall be deemed to have been validly served,
given, or delivered upon actual delivery, at the following addresses and
facsimile numbers (or such other addresses and facsimile numbers that a party
may designate for itself by like notice):
If
to the
Optionee, to the Optionee’s most recent address or facsimile number reflected on
the Company’s records.
If
to the
Company:
President
Integral
Vision, Inc.
49113
Wixom Tech Drive
Wixom,
MI
48393
15. Amendments.
This
Agreement may be amended only by a written agreement executed by both of the
parties hereto. The Company may, however, unilaterally waive any provision
hereof in writing to the extent that such waiver does not adversely affect
the
interests of the Optionee hereunder, but no such waiver shall operate as or
be
construed to be a subsequent waiver of the same provision or a waiver of any
other provision hereof.
16. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Michigan without regard to conflict of law principles
thereunder.
17. Entire
Agreement.
This
Agreement constitutes the entire agreement and understanding among the parties
pertaining to the subject matter hereof and supersedes any and all prior
agreements, whether written or oral, relating hereto.
18. Headings.
Introductory headings at the beginning of a section and subsection of this
Agreement are solely for the convenience of the parties and shall not be deemed
to be a limitation upon or description of the contents of such section or
subsection.
19. Counterparts.
This
Agreement may be executed in two counterparts, each of which shall be deemed
an
original and both of which, when taken together, shall constitute one and the
same agreement.
IN
WITNESS WHEREOF, the Company and the Optionee have executed this Agreement
as of
the date first above written.
OPTIONEE: |
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Integral
Vision, Inc. |
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By: |
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Signature |
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Printed
Name |
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Printed
Name and Title
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EXHIBIT
A
INTEGRAL
VISION, INC.
INCENTIVE
STOCK OPTION AGREEMENT
THIS
INCENTIVE STOCK OPTION AGREEMENT (“Agreement”)
is entered into by and between Integral Vision, Inc. (“Company”) and Charles J.
Drake (“Optionee”), effective as of May 16, 2008.
1. Option
Grant.
By
action of the Compensation Committee of its Board of Directors, the Company
has
granted the following option ("Option") to the Optionee pursuant to the Integral
Vision, Inc. 2008 Equity Incentive Plan (“Plan”):
(a) Grant
Date: May 16, 2008
(b) Type
of
Option: Incentive Stock Option
(c) Shares
Subject to Option: 500,000 Shares
(d) Exercise
Price: $0.172 per Share
(e) Termination
Date: May 15, 2018
The
Option is subject
to the terms and conditions of this Agreement and the Plan. For purposes
of this
Agreement, all capitalized terms not otherwise defined herein shall have
the
meanings specified in the Plan. Under
no circumstances may the Optionee exercise the Option with respect to one
or
more Shares before returning a signed copy of this Agreement to the Company's
President.
2. Incentive
Stock Option Treatment.
The
Option is intended to qualify as an Incentive Stock Option. The Optionee
acknowledges that the Option will be treated as an Incentive Stock Option
only
to the extent that the requirements of Code Section 422 are satisfied. To
satisfy these requirements, the Optionee may not dispose of Common Shares
acquired pursuant to the Option until the later of (i) two years after the
Grant
Date or (ii) one year after exercise of the Option. In addition, to the extent
that the Option is exercised more than three months after the Optionee's
termination of employment (12 months in the case of "disability" within the
meaning of Code Section 22(e)(3)), the Option will not be treated as an
Incentive Stock Option.
3. Vesting
and Exercisability.
The
Option shall become vested and exercisable on May 1, 2009; provided, however,
the Committee may accelerate such vesting period, in its sole discretion.
4. Exercise
of Option.
To
the
extent that the Option is vested and exercisable under the provisions of
the
Plan and this Agreement, the Optionee may exercise the Option with respect
to
some or all of the Shares subject to the Option. To exercise an Option, the
Optionee (or such other person specified in the Plan) must deliver the following
to the Company's President at the Company's principal executive
offices:
(a) a
written
notice of exercise that identifies this Agreement, the type of Option to
be
exercised, and states the number of Shares to be purchased;
(b) the
Optionee's agreement to notify the Company' President in writing before
disposing of Shares acquired pursuant to the Option within two years of the
Grant Date;
(c) a
check,
cash, or such other lawful form of consideration as the Committee may approve
in
accordance with the Plan in the amount of the aggregate Exercise
Price;
(d) a
check
or cash in the amount reasonably requested by the Company to satisfy the
Company’s withholding obligations under federal, state, or other applicable tax
laws with respect to the taxable income, if any, recognized by the Optionee
in
connection with the exercise, in whole or in part, of the Option (unless
the
Company and the Optionee shall have made other arrangements for deductions
or
withholding from the Common Shares acquired pursuant to the exercise of the
Option or the wages, bonus, or other income paid to the Optionee by the
Company); and
(e) any
written representations and/or undertakings, in such form and substance as
the
Company may deem appropriate to assure compliance with all applicable legal
and
accounting requirements.
The
Optionee must also perform any other acts necessary to register the Optionee
as
a shareholder of the Company, as reasonably requested by the
Company.
5. Forfeiture
Upon Prohibited Competition.
If,
during the Optionee's service for the Company or for any period thereafter
during which the Optionee may exercise the Option, in whole or in part, the
Optionee has breached the terms of any confidentiality, non-competition,
non-solicitation or patent assignment agreement between Optionee and the
Company, the Optionee shall forfeit all interest in the Option, notwithstanding
the vesting provisions of the Plan or this Agreement.
6. Fractional
Shares.
Fractional share interests shall be disregarded but may be
accumulated.
7. Continuance
of Service.
The
Plan's vesting provisions require continued employment or service as an employee
through each applicable vesting date as a condition of vesting. No further
vesting will occur after the termination of the Optionee's service.
8. No
Rights as a Shareholder.
Neither
the Optionee nor any other person shall have any right or privilege of a
shareholder with respect to any Share subject to an Option until the issuance
and delivery to him of a certificate evidencing the shares registered in
his
name. No adjustment will be made for dividends or other shareholder rights
for
which the record date precedes such date of delivery.
9. The
Plan.
The
Option and all rights of the Optionee thereunder and/or hereunder are subject
to, and the Optionee agrees to be bound by, all of the terms and conditions
of
the Plan, which terms and conditions are incorporated herein by reference.
Unless otherwise expressly provided, provisions of the Plan that confer
discretionary authority on the Board or the Committee do not (and shall not
be
deemed to) create any additional rights in the Optionee. If there is any
conflict or inconsistency between the terms and conditions of this Agreement
and
of the Plan, the terms and conditions of the Plan shall govern. The Optionee
acknowledges that he has received a complete copy of the Plan and agrees
to be
bound by its terms.
10. Investment
Representations.
In
connection with his exercise of the Option, the Optionee shall, to the extent
requested to do so by the Company, represent and warrant to the Company as
follows:
(a) The
Optionee is purchasing the Shares for his own account for investment only
and
not for resale or with a view to the distribution thereof;
(b) The
Optionee has had the opportunity to obtain from the Company such information
as
is necessary to permit him to evaluate the merits and risks of his investment
in
the Company and has consulted with his own advisors with respect to such
investment;
(c) The
Optionee has sufficient experience in business, financial, and investment
matters to be able to evaluate the risks involved in the purchase of the
Shares
and to make an informed investment decision with respect to such
purchase;
(d) The
Optionee can afford a complete loss of the value of the Shares and is able
to
bear the economic risk of holding the Shares for an indefinite period;
and
(e) The
Optionee understands that the Shares are not registered under federal or
state
securities laws and may not be sold or otherwise transferred or disposed
of in
the absence of an effective registration statement under federal and state
securities laws (or exemptions from the registration requirements thereof).
The
Optionee further acknowledges that certificates representing the Shares will
bear restrictive legends reflecting the foregoing.
11. Further
Restrictions with Respect to Shares.
Shares
acquired pursuant to the Option may not be sold, assigned, transferred, pledged,
hypothecated, given away, or in any other manner disposed of or encumbered,
whether voluntarily or by operation of law, unless such transfer is in
compliance with all applicable securities laws (including, without limitation,
the Securities Act of 1933). In connection with any transfer of Shares, the
Company may require the transferor to provide, at the transferor’s own expense,
an opinion of counsel, satisfactory to the Company, that such transfer is
in
compliance with all applicable foreign, federal, and state securities laws.
Any
attempted disposition of the Shares not in accordance with the terms and
conditions of this Section shall be null and void.
12. No
Right to Continued Service.
This
Agreement does not confer on the Optionee any right to continued employment
or
service with the Company (or its parent or subsidiary) or interfere in any
way
with the right of the Company (or its parent or subsidiary) to terminate
the
Optionee's employment or service at any time.
13. Mutual
Assurances.
Each
party hereto agrees to perform any further acts and execute and deliver any
documents that may be reasonably necessary to carry out the intent of this
Agreement.
14. Notices.
Except
as otherwise provided herein, all notices, requests, demands, and other
communications under this Agreement shall be in writing, and if by telegram
or
facsimile, shall be deemed to have been validly served, given, or delivered
when
sent, or if by personal delivery or messenger or courier service, or by
registered or certified mail, shall be deemed to have been validly served,
given, or delivered upon actual delivery, at the following addresses and
facsimile numbers (or such other addresses and facsimile numbers that a party
may designate for itself by like notice):
If
to the
Optionee, to the Optionee’s most recent address or facsimile number reflected on
the Company’s records.
If
to the
Company:
President
Integral
Vision, Inc.
49113
Wixom Tech Drive
Wixom,
MI
48393
15. Amendments.
This
Agreement may be amended only by a written agreement executed by both of
the
parties hereto. The Company may, however, unilaterally waive any provision
hereof in writing to the extent that such waiver does not adversely affect
the
interests of the Optionee hereunder, but no such waiver shall operate as
or be
construed to be a subsequent waiver of the same provision or a waiver of
any
other provision hereof.
16. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Michigan without regard to conflict of law principles
thereunder.
17. Entire
Agreement.
This
Agreement constitutes the entire agreement and understanding among the parties
pertaining to the subject matter hereof and supersedes any and all prior
agreements, whether written or oral, relating hereto.
18. Headings.
Introductory headings at the beginning of a section and subsection of this
Agreement are solely for the convenience of the parties and shall not be
deemed
to be a limitation upon or description of the contents of such section or
subsection.
19. Counterparts.
This
Agreement may be executed in two counterparts, each of which shall be deemed
an
original and both of which, when taken together, shall constitute one and
the
same agreement.
IN
WITNESS WHEREOF, the Company and the Optionee have executed this Agreement
as of
the date first above written.
OPTIONEE: |
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Integral
Vision, Inc. |
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Signature |
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Signature |
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Printed
Name |
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Printed
Name and Title
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