LoJack Corporation Master Non-Employee Director Stock Option Agreement

Summary

This agreement is between LoJack Corporation and its non-employee directors. It grants the director the option to purchase company stock at a set price, as specified in a separate validation document. The option can be exercised after one year, with certain limits, and expires ten years from the grant date. The agreement outlines how and when the option can be exercised, transfer restrictions, and conditions for adjustments if the company’s stock changes. The agreement is governed by Massachusetts law.

EX-10.KK 7 dex10kk.txt FORM OF NON-EMPLOYEE DIRECTOR OPTION AGREEMENT EXHIBIT 10kk. LOJACK CORPORATION MASTER NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT This master agreement constitutes an option to purchase shares of common stock of LoJack Corporation (hereinafter called the "Company"), a Massachusetts corporation, if and only if it is attached to a validation sheet (the "Validation") completed and executed by a duly authorized officer of the Company. When so validated, the optionee named in the Validation (hereinafter called the "Optionee") shall have an option pursuant to the LoJack Corporation Restated and Amended Stock Incentive Plan, as amended (the "Plan"), to purchase common stock pursuant to the Plan in consideration of the mutual promises and representations herein contained, and other good and valuable consideration. The Validation and this master agreement together constitute the Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. 1. Confirming of Option Grant: The Company hereby evidences and confirms its grant to the Optionee of an option to purchase the number of shares of the Company's common stock set forth in the Validation at the option price per share set forth in the Validation, being the Fair Market Value of the common stock on the date of grant of the option to Optionee. This option is intended to be a Non-Employee Director Stock Option as defined in the Plan and the provisions hereof shall be so construed. This option is governed by and subject to the provisions of the Plan, which provisions shall govern in the event of any inconsistency with the provisions hereof. 2. Expiration of Option: The option evidenced by this Agreement shall expire ten (10) years from the date of grant. 3. Time of Exercise: Subject to the provisions hereof, the option evidenced hereby may be exercised at any time after one year from the date of grant and on or before the expiration date of the option, except that the option shall not be exercised with respect to more than one-half (1/2) of the shares before two years from the date of grant. If, for any reason, the holder of a Non-Employee Director Option ceases to be a director of the Company, the option thereafter shall be exercisable only with respect to the number of shares as to which it could have been exercised on the last day such person was a director of the Company. 4. Who May Exercise: During the lifetime of the Optionee and except as provided in Section 6(c) of the Plan, the option evidenced by this Agreement may be exercised only by him and may be exercised only if, at the time the Optionee exercises the option, the Optionee is a director of the Company or former director of the Company whose service as a director was not terminated for cause. 5. Acceptance of Option: The Optionee shall indicate his acceptance of this option by signing a counterpart of the Validation and delivering it to the Company. If the option is accepted, such interim period of time shall be considered a part of the period of expiration as provided in Section 2 hereof and a part of any waiting period specified herein. 6. Manner of Exercise: The option evidenced by this Agreement may be exercised subject to requirements herein set forth by: (a) giving written notice of intent to exercise the option with respect to a specified number of whole shares as provided in Section 6(b) of the Plan; (b) exercising as to not less than one hundred (100) shares at any one time unless the number of shares to be purchased upon such exercise is the total number of shares as to which the option may be exercised at the time; (c) making full payment to the Company in cash (by a certified check, bank draft or money order) or, with the consent of the Committee, as otherwise provided in Section 6(d) or (e) of the Plan, of the amount of the option price for the number of shares with respect to which the option is then exercised; (d) satisfying tax withholding requirements, if any, by payment to the Company, withholding or otherwise as provided in Section 10 of the Plan; (e) executing an undertaking to furnish or execute such documents as the Company, in its discretion, shall deem necessary (i) to evidence such exercise, in whole or in part, of the option evidenced by this Agreement, (ii) to determine whether registration is then required under the Securities Act of 1933, as then in effect, or (iii) to comply with or satisfy the requirements of the Securities Act of 1933 or any other law as then in effect, if any; (f) executing an undertaking to give the Company prompt written notice in such form as the Company, in its discretion, shall deem advisable, of the disposition of any shares of stock acquired by the exercise of the option; and (g) representing in writing that the Optionee is of full age and that stock purchased by him under the option is to be and is being purchased for investment and not with a view to the distribution thereof. 7. Notice: Each notice, payment and representation as provided by Section 6 hereof shall be delivered or mailed, by certified or registered mail, addressed to: LoJack Corporation, Westwood Executive Center, 200 Lowder Brook Road, Suite 1000, Westwood, Massachusetts 02090, and any notice hereunder to the Optionee shall be addressed to him at his address as set forth in the Company's files. 8. Transferability: The option represented by this Agreement shall not be transferable or assignable, other than by will or by the laws of descent and distribution, except that the option may be transferred to the spouse or child of the Optionee, or to a trust, family partnership or other like arrangement substantially all of the beneficial interest in which are held by the Optionee, his spouse and his descendants, as provided in Section 9 of the Plan. It shall be the responsibility of the Optionee, in the case of any such transfer, to provide to the Company an opinion of counsel satisfactory to the Company that such transfer is in compliance with all applicable state securities laws and may be accomplished without registration under the Securities Act of 1933, as amended. 9. Changes in Common Stock: The number of shares of common stock covered by this option, and the Price per share thereof, shall be adjusted by the Board of Directors of the Company to reflect, as may be deemed appropriate by said Board, any stock dividend, stock split, share combination, exchange of shares, recapitalization, merger, consolidation, reorganization or other change in capital structure, of or by the Company, as provided in Section 4(b) of the Plan. All adjustments so made shall be final and binding upon the Optionee. 10. Rights as Shareholders: No Optionee shall have any rights as a shareholder with respect to any shares subject to his option prior to the issuance or transfer of the shares on the stock books of the Company. Except as provided in Section 9 hereof, or Sections 4(b) or 6(f) of the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance or transfer of such certificate or certificates. 11. Law Governing: The Agreement is made in the Commonwealth of Massachusetts and shall be construed and enforced in accordance with and governed by the laws of said Commonwealth, without regard to the principles of conflicts of law.