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Document Preview Non-Qualified Stock Option Agreement |
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Title: |
Non-Qualified Stock Option Agreement |
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Entities: |
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Date: |
2000 |
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Preview shows 4KB of 16KB total |
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Price: |
$39 |
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ID: |
#1404370 |
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<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
<PAGE>
NON-QUALIFIED STOCK OPTION AGREEMENT
This AGREEMENT made as of the 10th day of July, 2000 (this
"Agreement"), by and between LOGIMETRICS, INC., a Delaware corporation (the
"Corporation"), and L-3 Communications Corporation, a Delaware corporation (the
"Optionee").
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Corporation (the "Board") has
approved the grant of options to the Optionee to acquire five million five
hundred fifty-five thousand five hundred fifty-five (5,555,555) shares of the
Corporation's common stock (the "Common Stock") effective upon the closing of
the transactions contemplated by Section 1.1(a) of that certain Purchase
Agreement, dated July 10, 2000 (the "Purchase Agreement"), between the
Corporation and the Optionee; and
WHEREAS, the Corporation hereby agrees to grant options to the Optionee
to acquire five million five hundred fifty-five thousand five hundred fifty-five
(5,555,555) shares of the Corporation's Common Stock, and the Optionee hereby
accepts such grant, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Grant of Option; Time of Exercise
(a) The Corporation hereby grants the Optionee a stock option
(the "Option") to purchase from the Corporation an aggregate of five million
five hundred fifty-five thousand five hundred fifty-five (5,555,555) shares of
Common Stock in the manner and subject to the terms and conditions provided in
this Agreement. It is intended that the Option shall constitute a non-qualified
stock option.
(b) The exercise price shall be $0.54 per share (the "Option
Price").
(c) The Option shall be one hundred percent (100%) exercisable
by the Optionee upon the earlier of (i) the date that the aggregate Additional
Share Purchase Price (as defined in the Purchase Agreement) has been paid (or
deemed paid) in full by the Optionee pursuant to Section 1.4 and/or 7.3 of the
Purchase Agreement and (ii) the date that the Optionee exercises its right under
Section 1.4(b) of the Purchase Agreement (each, an "Exercise Event") ; provided,
however, until the occurrence of an Exercise Event, the Optionee may not
exercise the Option.
<PAGE>
2. Method of Exercise
The Option may be exercised in whole or in part from time to
time by giving written notice thereof to the Chief Financial Officer of the
Corporation, together with payment in full for the shares of Common Stock to be
purchased. The date of such exercise shall be the date on which the Corporation
receives such notice. Such notice shall state the number of shares of Common
Stock for which the Option is exercised. The purchase price of any shares
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