-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LOTyzhrL46zMdkYu7ZmuLL9JalAPzSWL/9wLyNurnNWDpB6hGX/lmiB38x2dKi8/ Ohts1p6rz6IyeLZF7Lhrtg== 0001047469-98-000497.txt : 19980109 0001047469-98-000497.hdr.sgml : 19980109 ACCESSION NUMBER: 0001047469-98-000497 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 19980108 EFFECTIVENESS DATE: 19980108 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILICON VALLEY GROUP INC CENTRAL INDEX KEY: 0000712752 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942264681 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43893 FILM NUMBER: 98502983 BUSINESS ADDRESS: STREET 1: 101 METRO DRIVE STREET 2: SUITE 400 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4084416700 MAIL ADDRESS: STREET 1: 101 METRO DRIVE STREET 2: SUITE 400 CITY: SAN JOSE STATE: CA ZIP: 95110 S-8 1 S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 1998 REGISTRATION NO. 333-________ - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILICON VALLEY GROUP, INC. (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) Delaware 94-2264681 ------------------------ ---------------------------------- (State of Incorporation) (I.R.S Employer Identification No.) 101 METRO DRIVE SAN JOSE, CALIFORNIA 95110 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) TINSLEY LABORATORIES, INC. 1993 INCENTIVE STOCK OPTION PLAN, AS AMENDED TINSLEY LABORATORIES, INC. NONQUALIFIED STOCK OPTION AGREEMENTS (FULL TITLE OF THE PLAN) ------------------- RUSSELL G. WEINSTOCK VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER SILICON VALLEY GROUP, INC. 101 METRO DRIVE SAN JOSE, CALIFORNIA 95110 (408) 441-6700 (Name, address and telephone number of agent for service) ------------------- COPIES: AARON J. ALTER, ESQ. PAUL B. SHINN, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304-1050 (415) 493-9300
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE REGISTRATION FEE(2) - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- Common Stock $0.01 Par Value Outstanding under 106,427 $4.17-$11.37 $766,274.40 $226.05 Tinsley Laboratories, Inc. 1993 Incentive Stock Option Plan, as amended. Outstanding under Tinsley Laboratories, Inc. Nonqualified Stock Option Agreements with: Daniel J. Bajuk 24,398 $4.17 $101,739.66 $30.01 James A. Kennon 24,266 $4.17 $101,189.22 $29.85 Robert N. Kestner 12,529 $4.17 $52,245.93 $15.41 Robert J. Aronno 19,782 $5.31 $105,042.42 $30.99 Stephen L. Davenport 6,594 $5.31 $35,014.14 $10.33 Daniel J. Duckhorn 6,594 $5.31 $35,014.14 $10.33 Stephen E. Globus 6,594 $5.31 $35,014.14 $10.33 Steven E. Manios 6,594 $5.31 $35,014.14 $10.33 John Kincade 6,594 $5.31 $35,014.14 $10.33 Total: 220,372 $4.17-$11.37 $1,301,562.33 $383.96 - -----------------------------------------------------------------------------------------------------
(1) Pursuant to the Agreement and Plan of Reorganization entered into as of September 9, 1997, by and among Silicon Valley Group, Inc., SV Acquisition, Inc. and Tinsley Laboratories, Inc., the Registrant assumed all of the outstanding options to purchase Common Stock of Tinsley Laboratories, Inc. under the Tinsley Laboratories, Inc. 1993 Incentive Stock Option Plan, as amended and Tinsley Laboratories, Inc. Nonqualified Stock Option Agreements, and such options became exercisable to purchase shares of Registrant's Common Stock, subject to appropriate adjustments to the number of shares and the exercise price of each such assumed option. (2) Estimated pursuant to Rule 457 solely for purposes of calculating the registration fee. Amount of the Registration Fee was calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended. SILICON VALLEY GROUP, INC. REGISTRATION STATEMENT ON FORM S-8 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. There are hereby incorporated by reference into the Prospectus relating to this Registration Statement pursuant to Rule 428 the following documents and information heretofore filed with the Securities and Exchange Commission: (a) Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act"); (b) Registrant's current report on Form 8-K dated March 18, 1997, filed pursuant to Section 13 of the 1934 Act. (c) The description of the Company's Common Stock to be offered hereby, which is incorporated by reference to the Company's Registration Statement on Form 8-A filed pursuant to Section 13 of the 1934 Act on November 23, 1983, as amended by subsequently filed 1934 Act reports. All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. The class of securities to be offered is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Inapplicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law authorizes a corporation to indemnify its officers, directors, employees or agents in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. Section VIII of the Restated Certificate of Incorporation of the Company provides for indemnification of its directors to the fullest extent permitted by the Delaware General Corporation Law and Article VI of the Bylaws of the Company provides for indemnification of directors and officers of the Company to the fullest extent permitted by the Delaware General Corporation Law. The Company maintains policies of insurance under which directors and officers of the Company are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or II-1 proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings to which they are parties by reason of being or having been such directors or officers. The Company has also entered into agreements with its directors and officers to provide indemnification and advancement of expenses under certain circumstances. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Inapplicable. ITEM 8. EXHIBITS. Exhibit Number ------ 4.1 Tinsley Laboratories, Inc. 1993 Incentive Stock Option Plan, as amended. 4.2 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Daniel J. Bajuk, dated February 4, 1993. 4.3 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and James A. Kennon, dated February 4, 1993. 4.4 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Robert N. Kestner, dated February 4, 1993. 4.5 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Robert J. Aronno, dated July 3, 1995. 4.6 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Stephen J. Davenport, dated July 3, 1995. 4.7 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Daniel J. Duckhorn, dated July 3, 1995. 4.8 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Stephen E. Globus, dated July 3, 1995. 4.9 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Steven E. Manios, dated July 3, 1995. 4.10 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and John Kincade, dated July 3, 1995. 5.1 Opinion of counsel as to legality of securities being registered. II-2 23.1 Consent of Deloitte & Touche, LLP, independent auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1 hereto). 24.1 Power of Attorney (see p. II-4). ITEM 9. UNDERTAKINGS. (a) Rule 415 Offering. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective, amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Filings Incorporating Subsequent Exchange Act Documents by Reference. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Regulation S-K Item 512(h) Undertaking for Registration Statement on Form S-8. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Silicon Valley Group, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 8th day of January, 1998. SILICON VALLEY GROUP, INC. By: /s/ Russell G. Weinstock -------------------------------------------- Russell G. Weinstock Vice President, Finance and Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Papken S. Der Torossian and Russell G. Weinstock, and each of them, as his true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Papken S. Der Torossian Chief Executive Officer January 8, 1998 - ------------------------------ and Director (Papken S. Der Torossian) (Principal Executive Officer) /s/ Russell G. Weinstock Chief Financial Officer (Principal January 8, 1998 - ------------------------------ Financial Officer and Principal (Russell G. Weinstock) Accounting Officer) /s/ William A. Hightower - ------------------------------ Director, President and COO January 8, 1998 (William A. Hightower) - ------------------------------ Director (William L. Martin) /s/ Nam P. Suh - ------------------------------ Director January 8, 1998 (Nam P. Suh) /s/ Lawrence Tomlinson - ------------------------------ Director January 8, 1998 (Lawrence Tomlinson)
II-4 SILICON VALLEY GROUP, INC. REGISTRATION STATEMENT ON FORM S-8 INDEX TO EXHIBITS Exhibit Number Description ------ ------------------------ 4.1 Tinsley Laboratories, Inc. 1993 Incentive Stock Option Plan. 4.2 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Daniel J. Bajuk, dated February 4, 1993. 4.3 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and James A. Kennon, dated February 4, 1993. 4.4 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Robert N. Kestner, dated February 4, 1993. 4.5 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Robert J. Aronno, dated July 3, 1995. 4.6 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Stephen J. Davenport, dated July 3, 1995. 4.7 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Daniel J. Duckhorn, dated July 3, 1995. 4.8 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Stephen E. Globus, dated July 3, 1995. 4.9 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and Steven E. Manios, dated July 3, 1995. 4.10 Nonqualified Stock Option Agreement between Tinsley Laboratories, Inc. and John Kincade, dated July 3, 1995. 5.1 Opinion of counsel as to legality of securities being registered. 23.1 Consent of Deloitte & Touche, LLP, independent auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1 hereto). 24.1 Power of Attorney (see p. II-4). II-5 EX-4.1 2 EXHIBIT 4.1 TINSLEY LABORATORIES, INC. 1993 INCENTIVE STOCK OPTION PLAN 1. DEFINITIONS. As used herein, the following terms shall have the meanings hereinafter set forth unless the context clearly indicates to the contrary: 1.1 AGREEMENT. The agreement between the Company and the Optionee under which the Optionee may purchase Stock pursuant to the Plan. 1.2 BOARD. The Board of Directors of the Company. 1.3 COMMITTEE. A committee of two (2) or more members of the Board appointed by the Board to administer the Plan. 1.4 COMPANY. Tinsley Laboratories, Inc., a California corporation. 1.5 CODE. The United States Internal Revenue Code of 1986, as amended. 1.6 ELIGIBLE PERSON. Any person who is a full-time employee of the Company, a Parent or a Subsidiary, including full-time executive officers or key employees thereof, as determined by the Board or the Committee, as the case may be. As used herein, "full-time" shall mean employment on a regular and continuing basis. 1.7 FAIR MARKET VALUE. The per share fair market value of the Stock of the Company with respect to which Options may be granted pursuant to the Plan, determined without regard to any restriction upon the Stock other than a restriction which, by its terms, will never lapse. For purposes of determining whether a restriction upon the Stock will never lapse, limitations imposed by applicable registration requirements of state or federal securities or similar laws imposed with respect to resales or other dispositions of securities shall be disregarded. If the Stock of the Company is publicly traded on a national securities exchange or in the over-the-counter market such per share fair market value shall be equal to the per share composite closing price for such Stock on such national securities exchange, or, in the case of Stock sold in the over-the-counter market, shall be determined by the Committee or the Board, as the case may be, in accordance with Internal Revenue Code Section 422A(b)(4); provided, however, that the fair market value of such Stock shall 1 not be less than the per share closing bid price nor greater than the per share closing asked price for such Stock on the date an Option is granted under the Plan or, in the absence of any reported sales on such date, the first preceding date on which there were such sales. If the Stock of the Company is not publicly traded, such fair market value shall be determined by and in accordance with such valuation procedures and methods as are established from time to time by the Committee or the Board, as the case may be, in good faith and in accordance with the provisions of the Code and any regulations promulgated thereunder. 1.8 ISO. An option to purchase Stock of the Company pursuant to the provisions of the Plan, which option at the time of grant is defined by, and intended to qualify as an incentive stock option pursuant to, Section 422 of the Code. 1.9 OPTION. An ISO granted pursuant to the provisions of the Plan. 1.10 OPTIONEE. The Eligible Person to whom an Option has been granted pursuant to the provisions of the Plan. 1.11 OPTION PRICE. The per share exercise price of the Stock with respect to which an Option has been granted under the Plan. 1.12 PARENT. Any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the granting of an Option, each of the corporations other than the Company owns securities possessing fifty percent (50%) or more of the total combined voting power of all classes of securities in one of the other corporation in such chain. 1.13 PLAN. The Company's 1993 Incentive Stock Option Plan, the terms of which are set forth herein. 1.14 STOCK. The common stock of the Company. 1.15 SUBSIDIARY. Any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of an Option, each of the corporations other than the last corporation in the unbroken chain owns securities possessing fifty percent (50%) or more of the total combined voting power of all classes of securities in one of the other corporations in such chain. 2. ESTABLISHMENT AND PURPOSE OF PLAN. 2.1 ESTABLISHMENT OF PLAN. The Company hereby establishes the Plan for the benefit of those Eligible Persons who are 2 primarily responsible for the future growth, development and financial success of the Company. 2.2 PURPOSE OF PLAN. The purpose of the Plan is to advance the interests of the Company and its shareholders by affording to Eligible Persons an opportunity to acquire or increase their proprietary interests in the Company by the grant to such Eligible Persons of Options to purchase Stock in the Company pursuant to the terms of the Plan. By encouraging such Eligible Persons to become owners of shares of Stock in the Company, the Company seeks to motivate, retain and attract those highly competent individuals upon whose judgment, initiative, leadership and continued efforts the success of the Company in large measure depends. 2.3 EFFECTIVE DATE OF PLAN. The effective date of the Plan shall be February 4, 1993; provided, however, that Options granted pursuant to the Plan shall not be exercisable until the Plan shall have been: (i) adopted (or corporate action taken) by the Board; and (ii) approved by shareholders holding a majority of all outstanding voting securities of the Company. Such shareholder approval shall be obtained within twelve (12) months before or after the date on which the Plan is so adopted by the Board. Such shareholder approval shall comply with all applicable provisions of the Articles of Incorporation and Bylaws of the Company and applicable California state law prescribing the method and degree of share-holder approval required for the Plan. 2.4 EXPIRATION OF PLAN. The Plan shall terminate ten (10) years from its effective date as provided by Section 2.3 of the Plan, or such earlier date as the Board may determine pursuant to Section 7 of the Plan, and no Option shall be granted after such date. 2.5 CONTROLLING PROVISIONS. Except as otherwise provided in the Plan, each provision thereof shall apply to the grant, administration and exercise of all Options subject thereto. No such provisions shall be interpreted or applied in a manner inconsistent or otherwise at variance with the requirements of Section 422 of the Code with respect to qualification of ISOs as incentive stock options 3. STOCK SUBJECT TO PLAN. 3.1 LIMITATIONS. Subject to adjustment pursuant to the provisions of Section 3.2 hereof, the aggregate number of shares of Stock of the Company which may be issued and sold under the Plan shall not exceed 100,000 shares. During the term of the Plan, the Company shall reserve and keep available or otherwise 3 have authorized a sufficient number of shares to comply with the requirements of the Plan. 3.2 ADJUSTMENTS. In the event that the outstanding shares of Stock of the Company are hereafter changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, reorganization, recapitalization, reclassification, combination of shares, stock dividend, stock split or reverse stock split, the following adjustments shall be made: 3.2.1 NUMBER AND KIND OF SHARES. The aggregate number and kind of shares with respect to which Options may be granted hereunder shall be appropriately adjusted. 3.2.2 OUTSTANDING OPTIONS. The rights of an Optionee holding outstanding Options granted under the Plan both as to the number of shares and the Option Price shall be appropriately adjusted. 3.2.3 NONSURVIVAL OF COMPANY. Where dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation is involved, each Option granted hereunder shall terminate as of the effective date of such liquidation, dissolution, merger or combination to the extent that such outstanding Options are not assumed by the surviving corporation or replaced by equivalent options granted by the surviving corporation; provided, however, that the Optionee shall have the right, for a period of thirty (30) days immediately prior to the consummation of such liquidation, dissolution, merger or combination, to exercise his Option, to the extent that such Option shall not have been previously exercised, subject to any installment exercise provisions, provided that such Option is not assumed by, or replaced by equivalent options granted by, the surviving corporation in such liquidation, dissolution, merger or combination. 3.3 EFFECT OF EXERCISE OR TERMINATION OF OPTION. Shares of Stock with respect to which an Option granted under the Plan shall have been exercised shall not again be available for grant under the Plan. If Options granted under the Plan shall terminate for any reason without being wholly exercised, new Options may be granted under the Plan covering that number of shares of Stock with respect to which such termination relates. 4. ADMINISTRATION OF THE PLAN. 4.1 ADMINISTRATION BY BOARD OR COMMITTEE. Subject to the provisions of the Plan, the Plan shall be administered by the Board. At any time during the existence of the Plan, the Board 4 may appoint a Committee to administer the Plan, in which event the Plan shall be administered by the Committee until such time as the Committee is disbanded by the Board. 4.2 POWERS AND DUTIES. Subject to the provisions of the Plan, the Board or Committee, as the case may be, shall have sole discretion and authority to determine the Eligible Persons to whom Options shall be granted, the number of shares of Stock to be covered by any such Option and the time or times at which any Option may be granted or exercised. The Board or Committee, as the case may be, shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the details and provisions of each Agreement executed pursuant to the Plan and to make all other determinations necessary or advisable in the administration of the Plan. 4.3 QUORUM AND MAJORITY RULE. The majority of the then members of the Board or Committee, as the case may be, shall constitute a quorum and any action taken by a majority present at a meeting at which a quorum is present or any action taken without a meeting evidenced by a writing executed by all of the members of the Board or Committee, as the case may be, shall constitute the action of the Board or Committee. 4.4 PARTICIPATION BY MEMBERS OF BOARD OR COMMITTEE. Any member of the Board or Committee, as the case may be, shall not be disqualified from receiving an Option by virtue of the fact that he is a member of the Board or Committee; provided, however, that no grant of an Option to a member of the Board or Committee shall take place without the approval or consent of either a majority of the entire Board, a majority of which and a majority of whose members acting in the matter are disinterested persons, or a majority of the Committee, all of the members of which are disinterested persons. For purposes of this Section 4.4, a "disinterested person" shall mean an administrator of the Plan who is not at the time he exercises discretion in administering the Plan an Eligible Person and has not at any time within one (1) year prior thereto been an Eligible Person under the Plan or any other plan of the Company or any Parent or Subsidiary entitling the participants therein to acquire stock, stock options or stock appreciation rights of the Company or any Parent or Subsidiary. 4.5 LIABILITY OF BOARD OR COMMITTEE. No member of the Board or Committee, as the case may be, shall be liable for any action, determination or interpretation under any provision of the Plan or otherwise if such action, determination or interpretation was done or made in good faith by such member of the Board or Committee. 5 5. OPTIONS GRANTED UNDER THE PLAN. 5.1 GRANT OF OPTIONS. ISOs may be granted to Eligible Persons under the Plan. No Option shall be granted under the Plan on a date more than ten (10) years from the earlier of the date the Plan is: (i) adopted by the Board; or (ii) approved by the shareholders of the Company as provided by Section 2.3 of the Plan. An Eligible Person may be granted one or more Options. Each Option granted under the Plan shall be evidenced by an Agreement dated as of the date such Option is granted by the Board or Committee, as the case may be. The Agreement shall contain such terms and conditions as shall be determined by the Board or Committee, as the case may be, consistent with the Plan. Each ISO granted under the Plan shall designate, at the time of grant, that such Option shall be subject to, and treated as an incentive stock option pursuant to, Section 422 of the Code. As a further condition to the grant of an Option, but without limitation of an Optionee's rights as a shareholder, the Board or Committee, as the case may be, may require an Optionee to enter into a buy-sell agreement with the Company concerning the Stock subject to such Option concurrently with such Optionee's first exercise of the Option. Such condition may be a term of the Agreement. The Board or Committee, as the case may be, may provide the Optionee with a form of such buy-sell agreement upon execution and delivery of the Agreement. 5.2 OPTION PRICE. The Option Price shall be determined by the Board or Committee, as the case may be; provided, however, that the per share Option Price shall not be less than one hundred percent (100%) of the Fair Market Value of the Stock on the date the ISO is granted; and provided further, however, that if the Optionee owns securities possessing more than ten percent (10%) of the total combined voting power of all classes of securities of the Company, a Parent or a Subsidiary, including indirect ownership of securities as determined by Section 424(d) of the Code, at the time an ISO is granted to him, the Option Price of such ISO shall not be less than one hundred ten percent (110%) of the Fair Market Value of the Stock on the date the ISO is granted to him. 5.3 OPTION TERM. The term during which any Option granted under the Plan may be exercised shall be determined by the Board or Committee, as the case may be; provided, however, that in no instance shall the term during which any Option may be exercised exceed ten (10) years from the date of grant of the Option; and provided further, however, that no ISO granted to an Optionee who then owns securities possessing more than ten percent (10%) of the total combined voting power of all classes of securities of the Company, a Parent or a Subsidiary, including indirect ownership of securities as determined by Section 424(d) 6 of the Code, at the date the ISO is granted, may be exercisable after the expiration of five (5) years from the date such ISO is granted. 5.4 OPTION EXERCISE. An Option granted pursuant to the Plan may be exercised at any time or times prior to the termination of said Option, as provided by Section 5.8 of the Plan, by delivery by the Optionee of written notice to the Company specifying the number of shares of Stock to be purchased, accompanied by full payment for such shares of Stock. The Board or Committee, as the case may be, may provide the Optionee with a form of such written notice upon execution of the Agreement. Payment upon exercise shall be made in cash. No Option shall be exercisable for a fraction of a share of Stock. No such payment shall be made in full or in part with shares of Stock acquired by an Optionee through the prior exercise of an ISO where such shares shall not have been held by such Optionee within the requirements of Section 422(a)(l) of the Code. 5.5 OPTION EXERCISABILITY. The exercisability of any Option granted under the Plan shall be determined by the Board or Committee, as the case may be; provided, however, that at least twenty percent (20%) of the shares of Stock covered by any Option shall become exercisable as of the end of each full year of the term of such option. The right of exercise shall be cumulative. 5.6 OPTION EXERCISE LIMITATION UPON QUALIFICATION. The extent to which any Option granted under the Plan shall be exercisable shall generally be determined by the Board or Committee, as the case may be. As a limitation upon the foregoing, and in accordance with Section 422(d) of the Code, to the extent the aggregate Fair Market Value of the Stock with respect to which: (i) ISOs granted under the Plan; and (ii) incentive stock options granted under all other plans of the Company, a Parent or a Subsidiary (determined without regard to Section 422(d) of the Code), are exercisable for the first time by any individual during any calendar year of all such plans (inclusive of the Plan) shall exceed one hundred thousand dollars ($100,000), then all such options (inclusive of the ISOs granted under the Plan) shall be treated as options for Stock which are not ISOs. The limitations of the preceding sentence shall be applied by taking all such options (inclusive of the ISOs granted under the Plan) in the order in which such options shall have been granted. The aggregate Fair Market Value of the Stock covered by any such option (inclusive of Stock covered by ISOs granted and the Plan) shall be determined in accordance with Section 1.7 of the Plan, or under a similar method with respect to any such option, as the product of the per share Fair Market Value of the Stock covered thereby times the number of shares of Stock covered thereby, determined as of the time such option is granted. 7 5.7 NONTRANSFERABILITY OF ISOs. No ISO granted pursuant to the Plan may be transferred by an Optionee otherwise than by will or by the laws of descent and distribution. During the lifetime of an Optionee, an ISO shall be exercisable only by him. 5.8 TERMINATION OF OPTION. 5.8.1 EXPIRATION OR TERMINATION OF EMPLOYMENT. Except as specifically provided in Sections 5.8.2 and 5 8.3 of the Plan, each Option granted under the Plan, and all rights thereunder, shall terminate as of the close of business on the earlier of the date of the expiration of the term of the Option stated in the Agreement or the expiration of ninety (90) days after the date that the Optionee's employment with the Company, a Parent or a Subsidiary terminates for any reason. For this purpose, the employment relationship of such Optionee shall be deemed as continuing while the Optionee is on military, sick leave or other bona fide leave of absence, such as temporary employment by the government, if the period of such leave does not exceed three (3) months, or, if longer, so long as the right of such Optionee to re-employment by the Company, a Parent or a Subsidiary is guaranteed either by law or by an employment contract. 5.8.2 DEATH OF OPTIONEE. In the event that an Optionee dies, his Option may be exercised by the Optionee's executors, administrators, heirs or legatees within one (l) year after the Optionee's death provided such death shall have occurred during the Optionee's employment with the Company, a Parent or a Subsidiary or within ninety (90) days following the termination of Optionee's employment with the Company, a Parent or a Subsidiary. Such Option may be so exercised by the Optionee's executors, administrators, heirs and legatees to the extent that it was exercisable but not exercised as of the date of the death of the Optionee, but in no event may the Option be exercised at any time after the expiration of the term of the Option stated in the Agreement. Such exercise shall be made pursuant to the terms of the Option, and any change in the terms of an ISO shall be subject to the rules of Section 424(h) of the Code. If so exercised, any such ISO shall be treated as an incentive stock option under Section 422 of the Code, notwithstanding whether such executor, administrator, heir, or legatee is then employed by the Company, provided the Optionee shall have met the foregoing employment requirement at the Optionee's death. 5.8.3 PERMANENT AND TOTAL DISABILITY. In the event that the employment of an Optionee shall have terminated by reason of such Optionee becoming permanently and totally disabled within the meaning of Section 22(e)(3) of the Code, the Optionee shall have the right, during the period ending one hundred eighty (180) days after the date of such termination of employment, to 8 exercise his Option to the extent that it was exercisable but not exercised at the date of his termination of employment with the Company, a Parent or a Subsidiary. Such Option may be so exercised by the Optionee or by the conservator of the Optionee's estate only with respect to that number of shares of Stock which the Optionee had an Option to purchase but had not theretofore exercised as of the date that the Optionee became permanently and totally disabled, and in no event shall such Option be exercised at any time after the expiration of the term of the Option stated in the Agreement. 5.9 RIGHTS AS SHAREHOLDER. An Optionee or permitted transferee of an Option shall have no rights as a shareholder of the Company with respect to any shares of Stock covered thereby prior to his purchase of such shares of Stock by exercise of such Option as provided in the Plan. Such Optionee or permitted transferee shall thereafter be deemed to have substantially all of the rights of ownership to the shares of Stock in respect of which such exercise shall be made. 5.10 RIGHT OF COMPANY TO TERMINATE EMPLOYMENT. Nothing contained in the Plan (including the provisions of the succeeding sentence) or any Option granted under the Plan shall confer on an Optionee any right to be continued in the employ of the Company, a Parent or a Subsidiary or interfere in any way with the right of the Company, a Parent or a Subsidiary to terminate an Optionee's employment with it at any time for any reason. If requested by the Board or the Committee, as the case may be, an Optionee shall agree in writing as a condition of the granting of an Option to remain in the employ of the Company following the date of grant of an Option for a period specified by the Board or Committee. 5.11 DELIVERY OF FINANCIAL STATEMENTS TO OPTIONEE. Within three (3) months after the end of each fiscal year of the Company, the Company shall deliver to each Optionee a complete set of the Company's financial statements as of the end of such fiscal year. Said financial statements shall include a balance sheet and the related statements of income and cash flow for the fiscal year in question. 6. DELIVERY OF STOCK CERTIFICATES. The Company shall not be required to issue or deliver any certificate for shares of Stock purchased upon the exercise of all or any portion of any Option granted under the Plan prior to the fulfillment of all of the following conditions: 6.1 LISTING OF SHARES. If applicable, the admission of such shares of Stock to listing on all stock exchanges on which the Stock of the Company is then listed. 9 6.2 REGISTRATION AND/OR QUALIFICATION OF SHARES. If applicable, the completion of any registration or other qualification of such shares of Stock under any federal or state securities laws or under the regulations promulgated by the Securities and Exchange Commission or any other federal or state governmental regulatory body, which the Board or Committee, as the case may be, shall deem necessary or advisable. 6.3 APPROVAL OF CLEARANCE. The obtaining of any approval or clearance from any federal or state governmental agency which the Board or Committee, as the case may be, shall determine to be necessary or advisable. 6.4 REASONABLE LAPSE OF TIME. The lapse of such reasonable period of time following the exercise of the Option as the Board or Committee, as the case may be, may establish from time to time for reasons of administrative convenience. The issuance of such certificate shall be evidenced on the books of the Company with such reasonable period of time. 7. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN. The Board may, upon recommendation of the Committee, if any, appointed by it to administer the Plan, terminate the Plan at any time or amend or modify the Plan at any time or from time to time; provided, however, that no such action of the Board shall do any of the following: 7.1 INCREASE NUMBER OF SHARES. Except as contemplated in Section 3.2 of the Plan, increase the total number of shares of Stock subject to the Plan without the approval of shareholders then holding a majority of the outstanding voting securities of the Company. 7.2 CHANGE OF CLASS OF ELIGIBLE PERSONS. Change the class of Eligible Persons to whom Options may be granted under the Plan without the approval of shareholders then holding a majority of the outstanding voting securities of the Company. 7.3 CHANGE TERMS OF OUTSTANDING OPTIONS. Change the Option Price or otherwise alter or impair any Option previously granted to an Optionee under the Plan without the consent of the Optionee. 8. MISCELLANEOUS. 8.1 PLAN BINDING ON THE SUCCESSORS. The Plan shall be binding upon the successors and assigns of the Company. 10 8.2 SECTION HEADINGS. The headings of the Sections of the Plan have been inserted for convenience only and shall not be used in construing the Plan. 8.3 GENDER AND NUMBER. Whenever used herein, nouns in the singular shall include the plural and a masculine pronoun shall include the feminine gender. 8.4 OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any other stock option plan, incentive plan or any other compensation plan in effect for the employees of the Company, nor shall the Plan preclude the Company from establishing any other form of stock option plan, incentive plan or any other compensation plan for employees of the Company. 8.5 TAX INFORMATION STATEMENTS. Upon the exercise of any ISO during any calendar year in which a transfer of Stock to an Optionee shall occur, the Company shall furnish to the Optionee an information statement pursuant to Section 6039 of the Code, and the regulations promulgated thereunder, on or before January 31 of the following calendar year. [END OF PLAN] 11 AMENDMENT NO. 1 TO TINSLEY LABORATORIES, INC. 1993 INCENTIVE STOCK OPTION PLAN _____________________ Section 3.1 of the Tinsley Laboratories, Inc. 1993 Incentive Stock Option Plan (the "Plan") was amended as of the date hereof to read in its entirety as follows: "3.1 LIMITATIONS. Subject to adjustment pursuant to the provisions of Section 3.2 hereof, the aggregate number of shares of Stock of the Company which may be issued and sold under the Plan shall not exceed 300,000 shares (after taking into account the 2-for-1 split of issued and outstanding shares of the Stock declared by the Company's Board of Directors effective on and as of August 15, 1996). During the term of the Plan, the Company shall reserve and keep available or otherwise have authorized a sufficient number of shares to comply with the requirements of the Plan." The above-referenced amendment to the Plan was duly adopted by Tinsley Laboratories, Inc.'s Board of Directors by means of an Action by Unanimous Written Consent of Board of Directors, dated March 26, 1997. The above-referenced amendment to the Plan was approved by a majority of the holders of Tinsley Laboratories, Inc.'s issued and outstanding common stock at the Company's 1997 Annual Meeting of Shareholders held April 23, 1997. Dated: April 23, 1997 TINSLEY LABORATORIES, INC. By: /s/ Robert J. Aronno -------------------------------------- Robert J. Aronno, Chairman of the Board of Directors (Chief Executive Officer), President and Treasurer (Chief Financial Officer) By: /s/ Robert J. Johnson -------------------------------------- Robert J. Johnson, Vice President And Secretary EX-4.2 3 EXHIBIT 4.2 NONQUALIFIED STOCK OPTION AGREEMENT NQSO-006 THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into on February 4, 1993, by and between TINSLEY LABORATORIES, INC., a California corporation ("Company"), and Daniel J. Bajuk ("Optionee"). 1. GRANT OF OPTION. The Company hereby irrevocably grants to the Optionee, on the terms and subject to the conditions set forth in this Agreement, the right and option ("Option") to purchase all or any part of an aggregate of 20,000 shares ("Option Shares") of the Company's common stock, such number being subject to adjustment as provided in Section 9 hereof. It is understood by the parties hereto that the Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of the Copmany or a parent or a subsidiary of the Company, it is further understood by the parties hereto that the Option has been granted as a matter of separate inducement and agreement in connection with the employment of the Optionee and is not in lieu of any salary or other compensation for the Optionee's services. 2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall be $5.50 per share. The exercise price shall be paid in full as provided in Section 10 hereof. 3. TERM OF OPTION. The term of the Option shall be for a period of five (5) years from the date hereof, subject to earlier termination as provided in Sections 7 and 8 hereof. 4. EXERCISABILITY OF OPTION. (a) Subject to the provisions of Section 4(b) hereof, the Option shall be exercisable in accordance with the following schedule: Percentage of Option Date Shares Purchasable ---- -------------------- On or after February 4, 1993 20% On or after February 4, 1994 40% On or after February 4, 1995 60% On or after February 4, 1996 80% On or after February 4, 1997 100% 1 The Optionee's right to exercise the Option shall be cumulative as to the Option Shares covered thereby. (b) The Company's grant of the Option is based upon the assumption that the Optionee's exercise of the Option and the Company's issuance of the Option Shares as a result of such exercise will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In the event that the Company's assumption is erroneous, the Option may not be exercised unless and until a registration statement under the Securities Act relating to the Option Shares shall be in effect, or unless and until the issuance of the Option Shares upon the exercise of the Option shall be exempt from registration under the Securities Act, in either of which events the term of the Option shall be deemed to have been automatically extended through and including a period of ninety (90) days from and after the date that such registration statement under the Securities Act relating to the Option Shares first becomes effective or the date that the issuance of the Option Shares upon the exercise of the Option first becomes exempt from registration under the Securities Act, as the case may be. In this regard, the Company shall use its best efforts to either register the Option Shares in accordance with the registration requirements of the Securities Act or to comply with any exemption therefrom with regard to the issuance of the Option Shares. The Company shall promptly notify Optionee of any automatic extension in the term of the Option in the event the foregoing provisions become applicable. In all events, the Optionee shall give a written representation satisfactory to legal counsel to the Company upon his exercise of the Option that he is acquiring the Option Shares for investment purposes and not with a view to, or for resale in connection with, the distribution of any Option Shares or other securities of the Company. 5. LIMITATION ON OPTIONEE'S RIGHTS. (a) The Optionee shall not have any of the rights of a shareholder of the Company with respect to the Option Shares except to the extent that one or more certificates for the Option Shares shall be delivered to him upon the due exercise of the Option. (b) If Optionee is an employee of the Company or a parent or a subsidiary of the Company, nothing contained in this Agreement shall confer upon the Optionee any right with respect to the continuation of his employment by the Company or a parent or a subsidiary of the Company or interfere in any way with the right of the Company or a parent or a subsidiary of the Company (subject to the terms of any separate employment agreement to the contrary) to terminate his employment at any time or to increase or decrease the compensation payable to the Optionee. 6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and the Option 2 may be exercised during the lifetime of the Optionee only by him. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except upon the death of the Optionee), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect. 7. EARLY TERMINATION OF OPTION. If Optionee is an employee of the Company or a parent or a subsidiary of the Company as of the date of the grant of the Option by the Company, the Option and all rights under this Agreement, to the extent such rights shall not have been previously exercised, shall terminate and become immediately null and void on the expiration of ninety (90) days after the Optionee ceases to be an employee (whether by resignation, retirement, dismissal, total disability, death or otherwise) of the Company or a parent or a subsidiary of the Company; provided, however, the Option may thereafter by exercised as follows: (a) If the termination of employment was due to the Optionee's forced retirement after becoming totally disabled, the Optionee may, at any time or from time to time during a period of one hundred eighty (180) days after such termination of his employment, exercise the Option (except that in no event may the Option be exercised to any extent after the expiration of the term specified in Section 3 hereof) to the extent such Option was exercisable by him on the date of such termination of his employment. (b) If the termination of employment was due to the death of the Optionee while in the employ of the Company or a parent or a subsidiary of the Company or in the event of his death within ninety (90) days after termination of his employment, then the Option, to the extent that the Optionee was entitled to exercise such Option on the date of his death in the first instance or the date of his termination of employment in the second instance, may be exercised within one (l) year after such death by the Optionee's executors, administrators, heirs or legatees; provided, however, that in no event may the Option be exercised to any extent after the expiration of the term specified in Section 3 hereof. 8. NONSURVIVAL OF COMPANY. Where dissolution or liquidation of the Company or any merger or combination in which the Company is not the surviving corporation is involved, the Option shall terminate as of the effective date of such liquidation, dissolution, merger or combination to the extent that the Option is not assumed by, or replaced by equivalent options granted by, the surviving corporation, if any, in such liquidation, dissolution, merger or combination, but, in such event, the Optionee shall have the right, for a period of thirty (30) days immediately prior to the effective date of such liquidation, dissolution, or merger or combination, to exercise his Option, in whole or in 3 part, to the extent that such Option shall not have been previously exercised or so assumed or so replaced, without regard to any installment exercise provisions. 9. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock dividend, stock split or reverse stock split, the rights of the Optionee shall be appropriately adjusted both as to the number of shares and the Option exercise price. 10. METHOD OF EXERCISING OPTION. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company stating the election to exercise the Option and the number of the Option Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The Exercise Notice shall be accompanied by the full exercise price for the Option Shares in respect of which the Option is being exercised. In the event the Option shall be exercised pursuant to Section 7(b) hereof by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (b) Payment of the exercise price shall be made by certified or bank cashier's check, personal check or the equivalent thereof payable to the order of the Company. (c) The certificate or certificates for the Option Shares in respect of which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option, or, if the Option is exercised by the Optionee and if the Optionee shall so request in the Exercise Notice, shall be registered in the name of the Optionee and another person jointly, with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All of the Option Shares purchased upon the exercise of the Option as provided herein shall, when issued, be fully paid and nonassessable. 11. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times during the term of the Option reserve and keep available or otherwise have authorized such number of shares of the Company's common stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all fees and expenses necessarily incurred by the Company in connection therewith, and shall from time to time use its best efforts to comply 4 with all laws and regulations which, in the opinion of legal counsel to the Company, shall be applicable thereto. 12. NOTICES. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified or registered mail, postage prepaid, addressed to the following parties or their successors in interest at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: If to the Company: Tinsley Laboratories, Inc. 3900 Lakeside Drive Richmond, CA 94802 Attn: President If to Optionee: (See address on signature page) 13. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability contained in Section 6 hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, the Company's successors in interest and assigns, and the Optionee's permitted successors in interest. 14. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. 5 "Company" "Optionee" TINSLEY LABORATORIES, INC. Daniel J. Bajuk By: /s/ Robert J. Aronno /s/ Daniel J. Bajuk --------------------------- ----------------------------- Its: President Signature ----------------------- ----------------------------- Number and Street ----------------------------- City, State and Zip Code (If Optionee is unmarried as of the date hereof, then he shall sign his name again below.) I certify that, as of the date hereof, I am not married. ----------------------------- Name of Optionee 6 EX-4.3 4 EXHIBIT 4.3 NONQUALIFIED STOCK OPTION AGREEMENT NQSO-007 THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into on February 4, 1993, by and between TINSLEY LABORATORIES, INC., a California corporation ("Company"), and James A. Kennon ("Optionee"). 1. GRANT OF OPTION. The Company hereby irrevocably grants to the Optionee, on the terms and subject to the conditions set forth in this Agreement, the right and option ("Option") to purchase all or any part of an aggregate of 20,000 shares ("Option Shares") of the Company's common stock, such number being subject to adjustment as provided in Section 9 hereof. It is understood by the parties hereto that the Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of the Copmany or a parent or a subsidiary of the Company, it is further understood by the parties hereto that the Option has been granted as a matter of separate inducement and agreement in connection with the employment of the Optionee and is not in lieu of any salary or other compensation for the Optionee's services. 2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall be $5.50 per share. The exercise price shall be paid in full as provided in Section 10 hereof. 3. TERM OF OPTION. The term of the Option shall be for a period of five (5) years from the date hereof, subject to earlier termination as provided in Sections 7 and 8 hereof. 4. EXERCISABILITY OF OPTION. (a) Subject to the provisions of Section 4(b) hereof, the Option shall be exercisable in accordance with the following schedule: Percentage of Option Date Shares Purchasable ---- -------------------- On or after February 4, 1993 20% On or after February 4, 1994 40% On or after February 4, 1995 60% On or after February 4, 1996 80% On or after February 4, 1997 100% 1 The Optionee's right to exercise the Option shall be cumulative as to the Option Shares covered thereby. (b) The Company's grant of the Option is based upon the assumption that the Optionee's exercise of the Option and the Company's issuance of the Option Shares as a result of such exercise will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In the event that the Company's assumption is erroneous, the Option may not be exercised unless and until a registration statement under the Securities Act relating to the Option Shares shall be in effect, or unless and until the issuance of the Option Shares upon the exercise of the Option shall be exempt from registration under the Securities Act, in either of which events the term of the Option shall be deemed to have been automatically extended through and including a period of ninety (90) days from and after the date that such registration statement under the Securities Act relating to the Option Shares first becomes effective or the date that the issuance of the Option Shares upon the exercise of the Option first becomes exempt from registration under the Securities Act, as the case may be. In this regard, the Company shall use its best efforts to either register the Option Shares in accordance with the registration requirements of the Securities Act or to comply with any exemption therefrom with regard to the issuance of the Option Shares. The Company shall promptly notify Optionee of any automatic extension in the term of the Option in the event the foregoing provisions become applicable. In all events, the Optionee shall give a written representation satisfactory to legal counsel to the Company upon his exercise of the Option that he is acquiring the Option Shares for investment purposes and not with a view to, or for resale in connection with, the distribution of any Option Shares or other securities of the Company. 5. LIMITATION ON OPTIONEE'S RIGHTS. (a) The Optionee shall not have any of the rights of a shareholder of the Company with respect to the Option Shares except to the extent that one or more certificates for the Option Shares shall be delivered to him upon the due exercise of the Option. (b) If Optionee is an employee of the Company or a parent or a subsidiary of the Company, nothing contained in this Agreement shall confer upon the Optionee any right with respect to the continuation of his employment by the Company or a parent or a subsidiary of the Company or interfere in any way with the right of the Company or a parent or a subsidiary of the Company (subject to the terms of any separate employment agreement to the contrary) to terminate his employment at any time or to increase or decrease the compensation payable to the Optionee. 6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and the Option 2 may be exercised during the lifetime of the Optionee only by him. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except upon the death of the Optionee), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect. 7. EARLY TERMINATION OF OPTION. If Optionee is an employee of the Company or a parent or a subsidiary of the Company as of the date of the grant of the Option by the Company, the Option and all rights under this Agreement, to the extent such rights shall not have been previously exercised, shall terminate and become immediately null and void on the expiration of ninety (90) days after the Optionee ceases to be an employee (whether by resignation, retirement, dismissal, total disability, death or otherwise) of the Company or a parent or a subsidiary of the Company; provided, however, the Option may thereafter by exercised as follows: (a) If the termination of employment was due to the Optionee's forced retirement after becoming totally disabled, the Optionee may, at any time or from time to time during a period of one hundred eighty (180) days after such termination of his employment, exercise the Option (except that in no event may the Option be exercised to any extent after the expiration of the term specified in Section 3 hereof) to the extent such Option was exercisable by him on the date of such termination of his employment. (b) If the termination of employment was due to the death of the Optionee while in the employ of the Company or a parent or a subsidiary of the Company or in the event of his death within ninety (90) days after termination of his employment, then the Option, to the extent that the Optionee was entitled to exercise such Option on the date of his death in the first instance or the date of his termination of employment in the second instance, may be exercised within one (l) year after such death by the Optionee's executors, administrators, heirs or legatees; provided, however, that in no event may the Option be exercised to any extent after the expiration of the term specified in Section 3 hereof. 8. NONSURVIVAL OF COMPANY. Where dissolution or liquidation of the Company or any merger or combination in which the Company is not the surviving corporation is involved, the Option shall terminate as of the effective date of such liquidation, dissolution, merger or combination to the extent that the Option is not assumed by, or replaced by equivalent options granted by, the surviving corporation, if any, in such liquidation, dissolution, merger or combination, but, in such event, the Optionee shall have the right, for a period of thirty (30) days immediately prior to the effective date of such liquidation, dissolution, or merger or combination, to exercise his Option, in whole or in 3 part, to the extent that such Option shall not have been previously exercised or so assumed or so replaced, without regard to any installment exercise provisions. 9. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock dividend, stock split or reverse stock split, the rights of the Optionee shall be appropriately adjusted both as to the number of shares and the Option exercise price. 10. METHOD OF EXERCISING OPTION. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company stating the election to exercise the Option and the number of the Option Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The Exercise Notice shall be accompanied by the full exercise price for the Option Shares in respect of which the Option is being exercised. In the event the Option shall be exercised pursuant to Section 7(b) hereof by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (b) Payment of the exercise price shall be made by certified or bank cashier's check, personal check or the equivalent thereof payable to the order of the Company. (c) The certificate or certificates for the Option Shares in respect of which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option, or, if the Option is exercised by the Optionee and if the Optionee shall so request in the Exercise Notice, shall be registered in the name of the Optionee and another person jointly, with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All of the Option Shares purchased upon the exercise of the Option as provided herein shall, when issued, be fully paid and nonassessable. 11. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times during the term of the Option reserve and keep available or otherwise have authorized such number of shares of the Company's common stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all fees and expenses necessarily incurred by the Company in connection therewith, and shall from time to time use its best efforts to comply 4 with all laws and regulations which, in the opinion of legal counsel to the Company, shall be applicable thereto. 12. NOTICES. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified or registered mail, postage prepaid, addressed to the following parties or their successors in interest at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: If to the Company: Tinsley Laboratories, Inc. 3900 Lakeside Drive Richmond, CA 94802 Attn: President If to Optionee: (See address on signature page) 13. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability contained in Section 6 hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, the Company's successors in interest and assigns, and the Optionee's permitted successors in interest. 14. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. 5 "Company" "Optionee" TINSLEY LABORATORIES, INC. James A. Kennon By: /s/ Robert J. Aronno /s/ James A. Kennon --------------------------- ----------------------------- Its: President Signature ----------------------- ----------------------------- Number and Street ----------------------------- City, State and Zip Code (If Optionee is unmarried as of the date hereof, then he shall sign his name again below.) I certify that, as of the date hereof, I am not married. ----------------------------- Name of Optionee 6 EX-4.4 5 EXHIBIT 4.4 NONQUALIFIED STOCK OPTION AGREEMENT NQSO-008 THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into on February 4, 1993, by and between TINSLEY LABORATORIES, INC., a California corporation ("Company"), and Robert N. Kestner ("Optionee"). 1. GRANT OF OPTION. The Company hereby irrevocably grants to the Optionee, on the terms and subject to the conditions set forth in this Agreement, the right and option ("Option") to purchase all or any part of an aggregate of 14,000 shares ("Option Shares") of the Company's common stock, such number being subject to adjustment as provided in Section 9 hereof. It is understood by the parties hereto that the Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of the Copmany or a parent or a subsidiary of the Company, it is further understood by the parties hereto that the Option has been granted as a matter of separate inducement and agreement in connection with the employment of the Optionee and is not in lieu of any salary or other compensation for the Optionee's services. 2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall be $5.50 per share. The exercise price shall be paid in full as provided in Section 10 hereof. 3. TERM OF OPTION. The term of the Option shall be for a period of five (5) years from the date hereof, subject to earlier termination as provided in Sections 7 and 8 hereof. 4. EXERCISABILITY OF OPTION. (a) Subject to the provisions of Section 4(b) hereof, the Option shall be exercisable in accordance with the following schedule: Percentage of Option Date Shares Purchasable ---- -------------------- On or after February 4, 1993 20% On or after February 4, 1994 40% On or after February 4, 1995 60% On or after February 4, 1996 80% On or after February 4, 1997 100% 1 The Optionee's right to exercise the Option shall be cumulative as to the Option Shares covered thereby. (b) The Company's grant of the Option is based upon the assumption that the Optionee's exercise of the Option and the Company's issuance of the Option Shares as a result of such exercise will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In the event that the Company's assumption is erroneous, the Option may not be exercised unless and until a registration statement under the Securities Act relating to the Option Shares shall be in effect, or unless and until the issuance of the Option Shares upon the exercise of the Option shall be exempt from registration under the Securities Act, in either of which events the term of the Option shall be deemed to have been automatically extended through and including a period of ninety (90) days from and after the date that such registration statement under the Securities Act relating to the Option Shares first becomes effective or the date that the issuance of the Option Shares upon the exercise of the Option first becomes exempt from registration under the Securities Act, as the case may be. In this regard, the Company shall use its best efforts to either register the Option Shares in accordance with the registration requirements of the Securities Act or to comply with any exemption therefrom with regard to the issuance of the Option Shares. The Company shall promptly notify Optionee of any automatic extension in the term of the Option in the event the foregoing provisions become applicable. In all events, the Optionee shall give a written representation satisfactory to legal counsel to the Company upon his exercise of the Option that he is acquiring the Option Shares for investment purposes and not with a view to, or for resale in connection with, the distribution of any Option Shares or other securities of the Company. 5. LIMITATION ON OPTIONEE'S RIGHTS. (a) The Optionee shall not have any of the rights of a shareholder of the Company with respect to the Option Shares except to the extent that one or more certificates for the Option Shares shall be delivered to him upon the due exercise of the Option. (b) If Optionee is an employee of the Company or a parent or a subsidiary of the Company, nothing contained in this Agreement shall confer upon the Optionee any right with respect to the continuation of his employment by the Company or a parent or a subsidiary of the Company or interfere in any way with the right of the Company or a parent or a subsidiary of the Company (subject to the terms of any separate employment agreement to the contrary) to terminate his employment at any time or to increase or decrease the compensation payable to the Optionee. 6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and the Option 2 may be exercised during the lifetime of the Optionee only by him. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except upon the death of the Optionee), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect. 7. EARLY TERMINATION OF OPTION. If Optionee is an employee of the Company or a parent or a subsidiary of the Company as of the date of the grant of the Option by the Company, the Option and all rights under this Agreement, to the extent such rights shall not have been previously exercised, shall terminate and become immediately null and void on the expiration of ninety (90) days after the Optionee ceases to be an employee (whether by resignation, retirement, dismissal, total disability, death or otherwise) of the Company or a parent or a subsidiary of the Company; provided, however, the Option may thereafter by exercised as follows: (a) If the termination of employment was due to the Optionee's forced retirement after becoming totally disabled, the Optionee may, at any time or from time to time during a period of one hundred eighty (180) days after such termination of his employment, exercise the Option (except that in no event may the Option be exercised to any extent after the expiration of the term specified in Section 3 hereof) to the extent such Option was exercisable by him on the date of such termination of his employment. (b) If the termination of employment was due to the death of the Optionee while in the employ of the Company or a parent or a subsidiary of the Company or in the event of his death within ninety (90) days after termination of his employment, then the Option, to the extent that the Optionee was entitled to exercise such Option on the date of his death in the first instance or the date of his termination of employment in the second instance, may be exercised within one (l) year after such death by the Optionee's executors, administrators, heirs or legatees; provided, however, that in no event may the Option be exercised to any extent after the expiration of the term specified in Section 3 hereof. 8. NONSURVIVAL OF COMPANY. Where dissolution or liquidation of the Company or any merger or combination in which the Company is not the surviving corporation is involved, the Option shall terminate as of the effective date of such liquidation, dissolution, merger or combination to the extent that the Option is not assumed by, or replaced by equivalent options granted by, the surviving corporation, if any, in such liquidation, dissolution, merger or combination, but, in such event, the Optionee shall have the right, for a period of thirty (30) days immediately prior to the effective date of such liquidation, dissolution, or merger or combination, to exercise his Option, in whole or in 3 part, to the extent that such Option shall not have been previously exercised or so assumed or so replaced, without regard to any installment exercise provisions. 9. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock dividend, stock split or reverse stock split, the rights of the Optionee shall be appropriately adjusted both as to the number of shares and the Option exercise price. 10. METHOD OF EXERCISING OPTION. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company stating the election to exercise the Option and the number of the Option Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. The Exercise Notice shall be accompanied by the full exercise price for the Option Shares in respect of which the Option is being exercised. In the event the Option shall be exercised pursuant to Section 7(b) hereof by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (b) Payment of the exercise price shall be made by certified or bank cashier's check, personal check or the equivalent thereof payable to the order of the Company. (c) The certificate or certificates for the Option Shares in respect of which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option, or, if the Option is exercised by the Optionee and if the Optionee shall so request in the Exercise Notice, shall be registered in the name of the Optionee and another person jointly, with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All of the Option Shares purchased upon the exercise of the Option as provided herein shall, when issued, be fully paid and nonassessable. 11. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times during the term of the Option reserve and keep available or otherwise have authorized such number of shares of the Company's common stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all fees and expenses necessarily incurred by the Company in connection therewith, and shall from time to time use its best efforts to comply 4 with all laws and regulations which, in the opinion of legal counsel to the Company, shall be applicable thereto. 12. NOTICES. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified or registered mail, postage prepaid, addressed to the following parties or their successors in interest at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: If to the Company: Tinsley Laboratories, Inc. 3900 Lakeside Drive Richmond, CA 94802 Attn: President If to Optionee: (See address on signature page) 13. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability contained in Section 6 hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, the Company's successors in interest and assigns, and the Optionee's permitted successors in interest. 14. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. 5 "Company" "Optionee" TINSLEY LABORATORIES, INC. Robert N. Kestner By: /s/ Robert J. Aronno /s/ Robert N. Kestner --------------------------- ----------------------------- Its: President Signature ----------------------- ----------------------------- Number and Street ----------------------------- City, State and Zip Code (If Optionee is unmarried as of the date hereof, then he shall sign his name again below.) I certify that, as of the date hereof, I am not married. ----------------------------- Name of Optionee 6 EX-4.5 6 EXHIBIT 4.5 NONQUALIFIED STOCK OPTION AGREEMENT NQSO-010 THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into on July 3, 1995, by and between TINSLEY LABORATORIES, INC., a California corporation ("Company"), and ROBERT J. ARONNO ("Optionee"). 1. GRANT OF OPTION. The Company hereby irrevocably grants to the Optionee, on the terms and subject to the conditions set forth in this Agreement, the right and option ("Option") to purchase all or any part of an aggregate of 15,000 shares ("Option Shares") of the Company's common stock, such number being subject to adjustment as provided in Section 8 hereof. It is understood by the parties hereto that the Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of the Company or a parent or a subsidiary of the Company, it is further understood by the parties hereto that the Option has been granted as a matter of separate inducement and agreement in connection with the employment of the Optionee and is not in lieu of any salary or other compensation for the Optionee's services. 2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall be $7.00 per share. The exercise price shall be paid in full as provided in Section 9 hereof. 3. TERM OF OPTION. The term of the Option shall be for a period of five (5) years from the date hereof, subject to earlier termination as provided in Section 7 hereof. 4. EXERCISABILITY OF OPTION. (a) Subject to the provisions of Section 4(b) hereof, the Option shall be exercisable as to all of the Option Shares throughout the term hereof. (b) The Company's grant of the Option is based upon the assumption that the Optionee's exercise of the Option and the Company's issuance of the Option Shares as a result of such exercise will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In the event that the Company's assumption is erroneous, the Option may not be exercised unless and until a registration statement under the Securities Act relating to the Option Shares shall be in effect, or unless and until the issuance of the Option Shares upon the exercise of the Option shall be exempt from registration under the Securities Act, in either of which events the term of the Option shall be deemed to have been automatically extended through and including a period of ninety (90) days from and after the date that such registration statement under the Securities Act relating to the Option Shares first becomes effective or the date that the issuance of the 1 Option Shares upon the exercise of the Option first becomes exempt from registration under the Securities Act, as the case may be. In this regard, the Company shall use its best efforts to either register the Option Shares in accordance with the registration requirements of the Securities Act or to comply with any exemption therefrom with regard to the issuance of the Option Shares. The Company shall promptly notify Optionee of any automatic extension in the term of the Option in the event the foregoing provisions become applicable. In all events, the Optionee shall give a written representation satisfactory to legal counsel to the Company upon his exercise of the Option that he is acquiring the Option Shares for investment purposes and not with a view to, or for resale in connection with, the distribution of any Option Shares or other securities of the Company. 5. LIMITATION ON OPTIONEE'S RIGHTS. (a) The Optionee shall not have any of the rights of a shareholder of the Company with respect to the Option Shares except to the extent that one or more certificates for the Option Shares shall be delivered to him upon the due exercise of the Option. (b) If Optionee is an employee of the Company or a parent or a subsidiary of the Company, nothing contained in this Agreement shall confer upon the Optionee any right with respect to the continuation of his employment by the Company or a parent or a subsidiary of the Company or interfere in any way with the right of the Company or a parent or a subsidiary of the Company (subject to the terms of any separate employment agreement to the contrary) to terminate his employment at any time or to increase or decrease the compensation payable to the Optionee. 6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Optionee only by him. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except upon the death of the Optionee), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect. 7. TERMINATION OF OPTION UPON COMPANY'S ACQUISITION. In the event that the Company is involved in a merger, consolidation or other combination with one or more other corporations in which the Company is not the surviving corporation or in the event that the Company is liquidated and dissolved following the Company's sale of all, or substantially all, of its operating assets and goodwill to another corporation, the Option shall terminate as of the effective date of such merger, consolidation or other combination 2 or as of the effective date of such sale of this corporation's operating assets and goodwill, as the case may be, to the extent that the Option has not theretofore been exercised by the Optionee and/or is not agreed to be assumed by, or replaced by equivalent options granted by, the surviving corporation in such merger, consolidation or other combination or the purchasing corporation in such sale of this corporation's operating assets and goodwill. 8. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, combination, reorganization, recapitalization, reclassification, combination of shares, stock dividend, stock split or reverse stock split, the rights of the Optionee shall be appropriately adjusted both as to the number of shares and the Option exercise price. 9. METHOD OF EXERCISING OPTION. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company stating the election to exercise the Option and the number of the Option Shares in respect of which it is being exercised, and shall be signed and dated by the person or persons so exercising the Option. The Exercise Notice shall be accompanied by the full exercise price for the Option Shares in respect of which the Option is being exercised. In the event the Option shall be exercised by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (b) Payment of the exercise price shall be made by the delivery of a bank cashier's check, personal check or the equivalent thereof payable to the order of the Company, by the delivery of shares of the Company's common stock duly endorsed in favor of the Company or accompanied by a duly executed stock power in favor of the Company or by a combination of the foregoing. If shares of the Company's common stock are delivered in full or partial payment of the aggregate exercise price, such shares shall be valued at the average of the per share closing bid and asked prices for shares of the Company's common stock in the over-the-counter market on the date immediately preceding the date the Exercise Notice is dated or, in the absence of any reported sales on such date, the first preceding date on which there were such sales. (c) The certificate or certificates for the Option Shares in respect of which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option, or, if the Option is exercised by the Optionee and if the Optionee shall so request in the Exercise Notice, shall be registered in the name of the 3 Optionee and another person jointly, with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All of the Option Shares purchased upon the exercise of the Option as provided herein shall, when issued, be fully paid and nonassessable. 10. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times during the term of the Option reserve and keep available or otherwise have authorized such number of shares of the Company's common stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all fees and expenses necessarily incurred by the Company in connection therewith, and shall from time to time use its best efforts to comply with all laws and regulations which, in the opinion of legal counsel to the Company, shall be applicable thereto. 11. NOTICES. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified or registered mail, postage prepaid, addressed to the following parties or their successors in interest at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: If to the Company: Tinsley Laboratories, Inc. 3900 Lakeside Drive Richmond, CA 94802 Attn: President If to Optionee: One Camelia Lane Lafayette, CA 94599 12. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability contained in Section 6 hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, the Company's successors in interest and assigns, and the Optionee's permitted successors in interest. 4 13. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. "Company" "Optionee" TINSLEY LABORATORIES, INC. By: /s/ Robert J. Aronno /s/ Robert J. Aronno --------------------------- ----------------------------- Its: President Robert J. Aronno ----------------------- 5 EX-4.6 7 EXHIBIT 4.6 NONQUALIFIED STOCK OPTION AGREEMENT NQSO-011 THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into on July 3, 1995, by and between TINSLEY LABORATORIES, INC., a California corporation ("Company"), and STEPHEN L. DAVENPORT ("Optionee"). 1. GRANT OF OPTION. The Company hereby irrevocably grants to the Optionee, on the terms and subject to the conditions set forth in this Agreement, the right and option ("Option") to purchase all or any part of an aggregate of 5,000 shares ("Option Shares") of the Company's common stock, such number being subject to adjustment as provided in Section 8 hereof. It is understood by the parties hereto that the Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of the Company or a parent or a subsidiary of the Company, it is further understood by the parties hereto that the Option has been granted as a matter of separate inducement and agreement in connection with the employment of the Optionee and is not in lieu of any salary or other compensation for the Optionee's services. 2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall be $7.00 per share. The exercise price shall be paid in full as provided in Section 9 hereof. 3. TERM OF OPTION. The term of the Option shall be for a period of five (5) years from the date hereof, subject to earlier termination as provided in Section 7 hereof. 4. EXERCISABILITY OF OPTION. (a) Subject to the provisions of Section 4(b) hereof, the Option shall be exercisable as to all of the Option Shares throughout the term hereof. (b) The Company's grant of the Option is based upon the assumption that the Optionee's exercise of the Option and the Company's issuance of the Option Shares as a result of such exercise will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In the event that the Company's assumption is erroneous, the Option may not be exercised unless and until a registration statement under the Securities Act relating to the Option Shares shall be in effect, or unless and until the issuance of the Option Shares upon the exercise of the Option shall be exempt from registration under the Securities Act, in either of which events the term of the Option shall be deemed to have been automatically extended through and including a period of ninety (90) days from and after the date that such registration statement under the Securities Act 1 relating to the Option Shares first becomes effective or the date that the issuance of the Option Shares upon the exercise of the Option first becomes exempt from registration under the Securities Act, as the case may be. In this regard, the Company shall use its best efforts to either register the Option Shares in accordance with the registration requirements of the Securities Act or to comply with any exemption therefrom with regard to the issuance of the Option Shares. The Company shall promptly notify Optionee of any automatic extension in the term of the Option in the event the foregoing provisions become applicable. In all events, the Optionee shall give a written representation satisfactory to legal counsel to the Company upon his exercise of the Option that he is acquiring the Option Shares for investment purposes and not with a view to, or for resale in connection with, the distribution of any Option Shares or other securities of the Company. 5. LIMITATION ON OPTIONEE'S RIGHTS. (a) The Optionee shall not have any of the rights of a shareholder of the Company with respect to the Option Shares except to the extent that one or more certificates for the Option Shares shall be delivered to him upon the due exercise of the Option. (b) If Optionee is an employee of the Company or a parent or a subsidiary of the Company, nothing contained in this Agreement shall confer upon the Optionee any right with respect to the continuation of his employment by the Company or a parent or a subsidiary of the Company or interfere in any way with the right of the Company or a parent or a subsidiary of the Company (subject to the terms of any separate employment agreement to the contrary) to terminate his employment at any time or to increase or decrease the compensation payable to the Optionee. 6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Optionee only by him. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except upon the death of the Optionee), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect. 7. TERMINATION OF OPTION UPON COMPANY'S ACQUISITION. In the event that the Company is involved in a merger, consolidation or other combination with one or more other corporations in which the Company is not the surviving corporation or in the event that the Company is liquidated and dissolved following the Company's sale of all, or substantially all, of its operating assets and goodwill to another corporation, the Option 2 shall terminate as of the effective date of such merger, consolidation or other combination or as of the effective date of such sale of this corporation's operating assets and goodwill, as the case may be, to the extent that the Option has not theretofore been exercised by the Optionee and/or is not agreed to be assumed by, or replaced by equivalent options granted by, the surviving corporation in such merger, consolidation or other combination or the purchasing corporation in such sale of this corporation's operating assets and goodwill. 8. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, combination, reorganization, recapitalization, reclassification, combination of shares, stock dividend, stock split or reverse stock split, the rights of the Optionee shall be appropriately adjusted both as to the number of shares and the Option exercise price. 9. METHOD OF EXERCISING OPTION. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company stating the election to exercise the Option and the number of the Option Shares in respect of which it is being exercised, and shall be signed and dated by the person or persons so exercising the Option. The Exercise Notice shall be accompanied by the full exercise price for the Option Shares in respect of which the Option is being exercised. In the event the Option shall be exercised by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (b) Payment of the exercise price shall be made by the delivery of a bank cashier's check, personal check or the equivalent thereof payable to the order of the Company, by the delivery of shares of the Company's common stock duly endorsed in favor of the Company or accompanied by a duly executed stock power in favor of the Company or by a combination of the foregoing. If shares of the Company's common stock are delivered in full or partial payment of the aggregate exercise price, such shares shall be valued at the average of the per share closing bid and asked prices for shares of the Company's common stock in the over-the-counter market on the date immediately preceding the date the Exercise Notice is dated or, in the absence of any reported sales on such date, the first preceding date on which there were such sales. (c) The certificate or certificates for the Option Shares in respect of which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option, or, if the Option is exercised by the Optionee and if the 3 Optionee shall so request in the Exercise Notice, shall be registered in the name of the Optionee and another person jointly, with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All of the Option Shares purchased upon the exercise of the Option as provided herein shall, when issued, be fully paid and nonassessable. 10. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times during the term of the Option reserve and keep available or otherwise have authorized such number of shares of the Company's common stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all fees and expenses necessarily incurred by the Company in connection therewith, and shall from time to time use its best efforts to comply with all laws and regulations which, in the opinion of legal counsel to the Company, shall be applicable thereto. 11. NOTICES. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified or registered mail, postage prepaid, addressed to the following parties or their successors in interest at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: If to the Company: Tinsley Laboratories, Inc. 3900 Lakeside Drive Richmond, CA 94802 Attn: President If to Optionee: #3 Altarinda Orinda, CA 94563 12. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability contained in Section 6 hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, the Company's successors in interest and assigns, and the Optionee's permitted successors in interest. 4 13. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. "Company" "Optionee" TINSLEY LABORATORIES, INC. By: /s/ Robert J. Aronno /s/ Stephen L. Davenport --------------------------- ----------------------------- Its: President Stephen L. Davenport ----------------------- 5 EX-4.7 8 EXHIBIT 4.7 NONQUALIFIED STOCK OPTION AGREEMENT NQSO-012 THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into on July 3, 1995, by and between TINSLEY LABORATORIES, INC., a California corporation ("Company"), and DANIEL J. DUCKHORN ("Optionee"). 1. GRANT OF OPTION. The Company hereby irrevocably grants to the Optionee, on the terms and subject to the conditions set forth in this Agreement, the right and option ("Option") to purchase all or any part of an aggregate of 5,000 shares ("Option Shares") of the Company's common stock, such number being subject to adjustment as provided in Section 8 hereof. It is understood by the parties hereto that the Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of the Company or a parent or a subsidiary of the Company, it is further understood by the parties hereto that the Option has been granted as a matter of separate inducement and agreement in connection with the employment of the Optionee and is not in lieu of any salary or other compensation for the Optionee's services. 2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall be $7.00 per share. The exercise price shall be paid in full as provided in Section 9 hereof. 3. TERM OF OPTION. The term of the Option shall be for a period of five (5) years from the date hereof, subject to earlier termination as provided in Section 7 hereof. 4. EXERCISABILITY OF OPTION. (a) Subject to the provisions of Section 4(b) hereof, the Option shall be exercisable as to all of the Option Shares throughout the term hereof. (b) The Company's grant of the Option is based upon the assumption that the Optionee's exercise of the Option and the Company's issuance of the Option Shares as a result of such exercise will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In the event that the Company's assumption is erroneous, the Option may not be exercised unless and until a registration statement under the Securities Act relating to the Option Shares shall be in effect, or unless and until the issuance of the Option Shares upon the exercise of the Option shall be exempt from registration under the Securities Act, in either of which events the term of the Option shall be deemed to have been automatically extended through and including a period of ninety (90) days from and after the date that such registration statement under the Securities Act relating to the Option Shares first becomes effective or the date that the issuance of the 1 Option Shares upon the exercise of the Option first becomes exempt from registration under the Securities Act, as the case may be. In this regard, the Company shall use its best efforts to either register the Option Shares in accordance with the registration requirements of the Securities Act or to comply with any exemption therefrom with regard to the issuance of the Option Shares. The Company shall promptly notify Optionee of any automatic extension in the term of the Option in the event the foregoing provisions become applicable. In all events, the Optionee shall give a written representation satisfactory to legal counsel to the Company upon his exercise of the Option that he is acquiring the Option Shares for investment purposes and not with a view to, or for resale in connection with, the distribution of any Option Shares or other securities of the Company. 5. LIMITATION ON OPTIONEE'S RIGHTS. (a) The Optionee shall not have any of the rights of a shareholder of the Company with respect to the Option Shares except to the extent that one or more certificates for the Option Shares shall be delivered to him upon the due exercise of the Option. (b) If Optionee is an employee of the Company or a parent or a subsidiary of the Company, nothing contained in this Agreement shall confer upon the Optionee any right with respect to the continuation of his employment by the Company or a parent or a subsidiary of the Company or interfere in any way with the right of the Company or a parent or a subsidiary of the Company (subject to the terms of any separate employment agreement to the contrary) to terminate his employment at any time or to increase or decrease the compensation payable to the Optionee. 6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Optionee only by him. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except upon the death of the Optionee), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect. 7. TERMINATION OF OPTION UPON COMPANY'S ACQUISITION. In the event that the Company is involved in a merger, consolidation or other combination with one or more other corporations in which the Company is not the surviving corporation or in the event that the Company is liquidated and dissolved following the Company's sale of all, or substantially all, of its operating assets and goodwill to another corporation, the Option shall terminate as of the effective date of such merger, consolidation or other combination 2 or as of the effective date of such sale of this corporation's operating assets and goodwill, as the case may be, to the extent that the Option has not theretofore been exercised by the Optionee and/or is not agreed to be assumed by, or replaced by equivalent options granted by, the surviving corporation in such merger, consolidation or other combination or the purchasing corporation in such sale of this corporation's operating assets and goodwill. 8. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, combination, reorganization, recapitalization, reclassification, combination of shares, stock dividend, stock split or reverse stock split, the rights of the Optionee shall be appropriately adjusted both as to the number of shares and the Option exercise price. 9. METHOD OF EXERCISING OPTION. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company stating the election to exercise the Option and the number of the Option Shares in respect of which it is being exercised, and shall be signed and dated by the person or persons so exercising the Option. The Exercise Notice shall be accompanied by the full exercise price for the Option Shares in respect of which the Option is being exercised. In the event the Option shall be exercised by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (b) Payment of the exercise price shall be made by the delivery of a bank cashier's check, personal check or the equivalent thereof payable to the order of the Company, by the delivery of shares of the Company's common stock duly endorsed in favor of the Company or accompanied by a duly executed stock power in favor of the Company or by a combination of the foregoing. If shares of the Company's common stock are delivered in full or partial payment of the aggregate exercise price, such shares shall be valued at the average of the per share closing bid and asked prices for shares of the Company's common stock in the over-the-counter market on the date immediately preceding the date the Exercise Notice is dated or, in the absence of any reported sales on such date, the first preceding date on which there were such sales. (c) The certificate or certificates for the Option Shares in respect of which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option, or, if the Option is exercised by the Optionee and if the Optionee shall so request in the Exercise Notice, shall be registered in the name of the 3 Optionee and another person jointly, with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All of the Option Shares purchased upon the exercise of the Option as provided herein shall, when issued, be fully paid and nonassessable. 10. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times during the term of the Option reserve and keep available or otherwise have authorized such number of shares of the Company's common stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all fees and expenses necessarily incurred by the Company in connection therewith, and shall from time to time use its best efforts to comply with all laws and regulations which, in the opinion of legal counsel to the Company, shall be applicable thereto. 11. NOTICES. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified or registered mail, postage prepaid, addressed to the following parties or their successors in interest at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: If to the Company: Tinsley Laboratories, Inc. 3900 Lakeside Drive Richmond, CA 94802 Attn: President If to Optionee: 3027 Silverado Trail St. Helena, CA 94574 12. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability contained in Section 6 hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, the Company's successors in interest and assigns, and the Optionee's permitted successors in interest. 4 13. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. "Company" "Optionee" TINSLEY LABORATORIES, INC. By: /s/ Robert J. Aronno /s/ Daniel J. Duckhorn --------------------------- ----------------------------- Its: President Daniel J. Duckhorn ----------------------- 5 EX-4.8 9 EXHIBIT 4.8 NONQUALIFIED STOCK OPTION AGREEMENT NQSO-013 THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into on July 3, 1995, by and between TINSLEY LABORATORIES, INC., a California corporation ("Company"), and STEPHEN E. GLOBUS ("Optionee"). 1. GRANT OF OPTION. The Company hereby irrevocably grants to the Optionee, on the terms and subject to the conditions set forth in this Agreement, the right and option ("Option") to purchase all or any part of an aggregate of 5,000 shares ("Option Shares") of the Company's common stock, such number being subject to adjustment as provided in Section 8 hereof. It is understood by the parties hereto that the Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of the Company or a parent or a subsidiary of the Company, it is further understood by the parties hereto that the Option has been granted as a matter of separate inducement and agreement in connection with the employment of the Optionee and is not in lieu of any salary or other compensation for the Optionee's services. 2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall be $7.00 per share. The exercise price shall be paid in full as provided in Section 9 hereof. 3. TERM OF OPTION. The term of the Option shall be for a period of five (5) years from the date hereof, subject to earlier termination as provided in Section 7 hereof. 4. EXERCISABILITY OF OPTION. (a) Subject to the provisions of Section 4(b) hereof, the Option shall be exercisable as to all of the Option Shares throughout the term hereof. (b) The Company's grant of the Option is based upon the assumption that the Optionee's exercise of the Option and the Company's issuance of the Option Shares as a result of such exercise will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In the event that the Company's assumption is erroneous, the Option may not be exercised unless and until a registration statement under the Securities Act relating to the Option Shares shall be in effect, or unless and until the issuance of the Option Shares upon the exercise of the Option shall be exempt from registration under the Securities Act, in either of which events the term of the Option shall be deemed to have been automatically extended through and including a period of ninety (90) days from and after the date that such registration statement under the Securities Act relating to the Option Shares first becomes effective or the date that the issuance of the 1 Option Shares upon the exercise of the Option first becomes exempt from registration under the Securities Act, as the case may be. In this regard, the Company shall use its best efforts to either register the Option Shares in accordance with the registration requirements of the Securities Act or to comply with any exemption therefrom with regard to the issuance of the Option Shares. The Company shall promptly notify Optionee of any automatic extension in the term of the Option in the event the foregoing provisions become applicable. In all events, the Optionee shall give a written representation satisfactory to legal counsel to the Company upon his exercise of the Option that he is acquiring the Option Shares for investment purposes and not with a view to, or for resale in connection with, the distribution of any Option Shares or other securities of the Company. 5. LIMITATION ON OPTIONEE'S RIGHTS. (a) The Optionee shall not have any of the rights of a shareholder of the Company with respect to the Option Shares except to the extent that one or more certificates for the Option Shares shall be delivered to him upon the due exercise of the Option. (b) If Optionee is an employee of the Company or a parent or a subsidiary of the Company, nothing contained in this Agreement shall confer upon the Optionee any right with respect to the continuation of his employment by the Company or a parent or a subsidiary of the Company or interfere in any way with the right of the Company or a parent or a subsidiary of the Company (subject to the terms of any separate employment agreement to the contrary) to terminate his employment at any time or to increase or decrease the compensation payable to the Optionee. 6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Optionee only by him. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except upon the death of the Optionee), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect. 7. TERMINATION OF OPTION UPON COMPANY'S ACQUISITION. In the event that the Company is involved in a merger, consolidation or other combination with one or more other corporations in which the Company is not the surviving corporation or in the event that the Company is liquidated and dissolved following the Company's sale of all, or substantially all, of its operating assets and goodwill to another corporation, the Option shall terminate as of the effective date of such merger, consolidation or other combination 2 or as of the effective date of such sale of this corporation's operating assets and goodwill, as the case may be, to the extent that the Option has not theretofore been exercised by the Optionee and/or is not agreed to be assumed by, or replaced by equivalent options granted by, the surviving corporation in such merger, consolidation or other combination or the purchasing corporation in such sale of this corporation's operating assets and goodwill. 8. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, combination, reorganization, recapitalization, reclassification, combination of shares, stock dividend, stock split or reverse stock split, the rights of the Optionee shall be appropriately adjusted both as to the number of shares and the Option exercise price. 9. METHOD OF EXERCISING OPTION. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company stating the election to exercise the Option and the number of the Option Shares in respect of which it is being exercised, and shall be signed and dated by the person or persons so exercising the Option. The Exercise Notice shall be accompanied by the full exercise price for the Option Shares in respect of which the Option is being exercised. In the event the Option shall be exercised by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (b) Payment of the exercise price shall be made by the delivery of a bank cashier's check, personal check or the equivalent thereof payable to the order of the Company, by the delivery of shares of the Company's common stock duly endorsed in favor of the Company or accompanied by a duly executed stock power in favor of the Company or by a combination of the foregoing. If shares of the Company's common stock are delivered in full or partial payment of the aggregate exercise price, such shares shall be valued at the average of the per share closing bid and asked prices for shares of the Company's common stock in the over-the-counter market on the date immediately preceding the date the Exercise Notice is dated or, in the absence of any reported sales on such date, the first preceding date on which there were such sales. (c) The certificate or certificates for the Option Shares in respect of which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option, or, if the Option is exercised by the Optionee and if the Optionee shall so request in the Exercise Notice, shall be registered in the name of the 3 Optionee and another person jointly, with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All of the Option Shares purchased upon the exercise of the Option as provided herein shall, when issued, be fully paid and nonassessable. 10. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times during the term of the Option reserve and keep available or otherwise have authorized such number of shares of the Company's common stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all fees and expenses necessarily incurred by the Company in connection therewith, and shall from time to time use its best efforts to comply with all laws and regulations which, in the opinion of legal counsel to the Company, shall be applicable thereto. 11. NOTICES. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified or registered mail, postage prepaid, addressed to the following parties or their successors in interest at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: If to the Company: Tinsley Laboratories, Inc. 3900 Lakeside Drive Richmond, CA 94802 Attn: President If to Optionee: 44 West 24th Street New York, NY 10010 12. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability contained in Section 6 hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, the Company's successors in interest and assigns, and the Optionee's permitted successors in interest. 4 13. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. "Company" "Optionee" TINSLEY LABORATORIES, INC. By: /s/ Robert J. Aronno /s/ Stephen E. Globus --------------------------- ----------------------------- Its: President Stephen E. Globus ----------------------- 5 EX-4.9 10 EXHIBIT 4.9 NONQUALIFIED STOCK OPTION AGREEMENT NQSO-014 THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into on July 3, 1995, by and between TINSLEY LABORATORIES, INC., a California corporation ("Company"), and STEVEN E. MANIOS ("Optionee"). 1. GRANT OF OPTION. The Company hereby irrevocably grants to the Optionee, on the terms and subject to the conditions set forth in this Agreement, the right and option ("Option") to purchase all or any part of an aggregate of 5,000 shares ("Option Shares") of the Company's common stock, such number being subject to adjustment as provided in Section 8 hereof. It is understood by the parties hereto that the Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of the Company or a parent or a subsidiary of the Company, it is further understood by the parties hereto that the Option has been granted as a matter of separate inducement and agreement in connection with the employment of the Optionee and is not in lieu of any salary or other compensation for the Optionee's services. 2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall be $7.00 per share. The exercise price shall be paid in full as provided in Section 9 hereof. 3. TERM OF OPTION. The term of the Option shall be for a period of five (5) years from the date hereof, subject to earlier termination as provided in Section 7 hereof. 4. EXERCISABILITY OF OPTION. (a) Subject to the provisions of Section 4(b) hereof, the Option shall be exercisable as to all of the Option Shares throughout the term hereof. (b) The Company's grant of the Option is based upon the assumption that the Optionee's exercise of the Option and the Company's issuance of the Option Shares as a result of such exercise will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In the event that the Company's assumption is erroneous, the Option may not be exercised unless and until a registration statement under the Securities Act relating to the Option Shares shall be in effect, or unless and until the issuance of the Option Shares upon the exercise of the Option shall be exempt from registration under the Securities Act, in either of which events the term of the Option shall be deemed to have been automatically extended through and including a period of ninety (90) days from and after the date that such registration statement under the Securities Act relating to the Option Shares first becomes effective or the date that the issuance of the 1 Option Shares upon the exercise of the Option first becomes exempt from registration under the Securities Act, as the case may be. In this regard, the Company shall use its best efforts to either register the Option Shares in accordance with the registration requirements of the Securities Act or to comply with any exemption therefrom with regard to the issuance of the Option Shares. The Company shall promptly notify Optionee of any automatic extension in the term of the Option in the event the foregoing provisions become applicable. In all events, the Optionee shall give a written representation satisfactory to legal counsel to the Company upon his exercise of the Option that he is acquiring the Option Shares for investment purposes and not with a view to, or for resale in connection with, the distribution of any Option Shares or other securities of the Company. 5. LIMITATION ON OPTIONEE'S RIGHTS. (a) The Optionee shall not have any of the rights of a shareholder of the Company with respect to the Option Shares except to the extent that one or more certificates for the Option Shares shall be delivered to him upon the due exercise of the Option. (b) If Optionee is an employee of the Company or a parent or a subsidiary of the Company, nothing contained in this Agreement shall confer upon the Optionee any right with respect to the continuation of his employment by the Company or a parent or a subsidiary of the Company or interfere in any way with the right of the Company or a parent or a subsidiary of the Company (subject to the terms of any separate employment agreement to the contrary) to terminate his employment at any time or to increase or decrease the compensation payable to the Optionee. 6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Optionee only by him. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except upon the death of the Optionee), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect. 7. TERMINATION OF OPTION UPON COMPANY'S ACQUISITION. In the event that the Company is involved in a merger, consolidation or other combination with one or more other corporations in which the Company is not the surviving corporation or in the event that the Company is liquidated and dissolved following the Company's sale of all, or substantially all, of its operating assets and goodwill to another corporation, the Option shall terminate as of the effective date of such merger, consolidation or other combination 2 or as of the effective date of such sale of this corporation's operating assets and goodwill, as the case may be, to the extent that the Option has not theretofore been exercised by the Optionee and/or is not agreed to be assumed by, or replaced by equivalent options granted by, the surviving corporation in such merger, consolidation or other combination or the purchasing corporation in such sale of this corporation's operating assets and goodwill. 8. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, combination, reorganization, recapitalization, reclassification, combination of shares, stock dividend, stock split or reverse stock split, the rights of the Optionee shall be appropriately adjusted both as to the number of shares and the Option exercise price. 9. METHOD OF EXERCISING OPTION. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company stating the election to exercise the Option and the number of the Option Shares in respect of which it is being exercised, and shall be signed and dated by the person or persons so exercising the Option. The Exercise Notice shall be accompanied by the full exercise price for the Option Shares in respect of which the Option is being exercised. In the event the Option shall be exercised by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (b) Payment of the exercise price shall be made by the delivery of a bank cashier's check, personal check or the equivalent thereof payable to the order of the Company, by the delivery of shares of the Company's common stock duly endorsed in favor of the Company or accompanied by a duly executed stock power in favor of the Company or by a combination of the foregoing. If shares of the Company's common stock are delivered in full or partial payment of the aggregate exercise price, such shares shall be valued at the average of the per share closing bid and asked prices for shares of the Company's common stock in the over-the-counter market on the date immediately preceding the date the Exercise Notice is dated or, in the absence of any reported sales on such date, the first preceding date on which there were such sales. (c) The certificate or certificates for the Option Shares in respect of which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option, or, if the Option is exercised by the Optionee and if the Optionee shall so request in the Exercise Notice, shall be registered in the name of the 3 Optionee and another person jointly, with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All of the Option Shares purchased upon the exercise of the Option as provided herein shall, when issued, be fully paid and nonassessable. 10. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times during the term of the Option reserve and keep available or otherwise have authorized such number of shares of the Company's common stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all fees and expenses necessarily incurred by the Company in connection therewith, and shall from time to time use its best efforts to comply with all laws and regulations which, in the opinion of legal counsel to the Company, shall be applicable thereto. 11. NOTICES. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified or registered mail, postage prepaid, addressed to the following parties or their successors in interest at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: If to the Company: Tinsley Laboratories, Inc. 3900 Lakeside Drive Richmond, CA 94802 Attn: President If to Optionee: 11260 Etiwanda Avenue Northridge, CA 91326 12. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability contained in Section 6 hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, the Company's successors in interest and assigns, and the Optionee's permitted successors in interest. 4 13. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. "Company" "Optionee" TINSLEY LABORATORIES, INC. By: /s/ Robert J. Aronno /s/ Steven E. Manios --------------------------- ----------------------------- Its: President Steven E. Manios ----------------------- 5 EX-4.10 11 EXHIBIT 4.10 NONQUALIFIED STOCK OPTION AGREEMENT NQSO-015 THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into on July 3, 1995, by and between TINSLEY LABORATORIES, INC., a California corporation ("Company"), and JOHN KINCADE ("Optionee"). 1. GRANT OF OPTION. The Company hereby irrevocably grants to the Optionee, on the terms and subject to the conditions set forth in this Agreement, the right and option ("Option") to purchase all or any part of an aggregate of 5,000 shares ("Option Shares") of the Company's common stock, such number being subject to adjustment as provided in Section 8 hereof. It is understood by the parties hereto that the Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). If Optionee is an employee of the Company or a parent or a subsidiary of the Company, it is further understood by the parties hereto that the Option has been granted as a matter of separate inducement and agreement in connection with the employment of the Optionee and is not in lieu of any salary or other compensation for the Optionee's services. 2. OPTION EXERCISE PRICE. The exercise price for the Option Shares shall be $7.00 per share. The exercise price shall be paid in full as provided in Section 9 hereof. 3. TERM OF OPTION. The term of the Option shall be for a period of five (5) years from the date hereof, subject to earlier termination as provided in Sections 7 hereof. 4. EXERCISABILITY OF OPTION. (a) Subject to the provisions of Section 4(b) hereof, the Option shall be exercisable in accordance with the following schedule: Percentage of Option Date Shares Purchasable ---- -------------------- On or after July 3, 1995 20% On or after July 3, 1996 40% On or after July 3, 1997 60% On or after July 3, 1998 80% On or after July 3, 1999 100% The Optionee's right to exercise the Option shall be cumulative as to the Option Shares covered thereby. 1 (b) The Company's grant of the Option is based upon the assumption that the Optionee's exercise of the Option and the Company's issuance of the Option Shares as a result of such exercise will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In the event that the Company's assumption is erroneous, the Option may not be exercised unless and until a registration statement under the Securities Act relating to the Option Shares shall be in effect, or unless and until the issuance of the Option Shares upon the exercise of the Option shall be exempt from registration under the Securities Act, in either of which events the term of the Option shall be deemed to have been automatically extended through and including a period of ninety (90) days from and after the date that such registration statement under the Securities Act relating to the Option Shares first becomes effective or the date that the issuance of the Option Shares upon the exercise of the Option first becomes exempt from registration under the Securities Act, as the case may be. In this regard, the Company shall use its best efforts to either register the Option Shares in accordance with the registration requirements of the Securities Act or to comply with any exemption therefrom with regard to the issuance of the Option Shares. The Company shall promptly notify Optionee of any automatic extension in the term of the Option in the event the foregoing provisions become applicable. In all events, the Optionee shall give a written representation satisfactory to legal counsel to the Company upon his exercise of the Option that he is acquiring the Option Shares for investment purposes and not with a view to, or for resale in connection with, the distribution of any Option Shares or other securities of the Company. 5. LIMITATION ON OPTIONEE'S RIGHTS. (a) The Optionee shall not have any of the rights of a shareholder of the Company with respect to the Option Shares except to the extent that one or more certificates for the Option Shares shall be delivered to him upon the due exercise of the Option. (b) If Optionee is an employee of the Company or a parent or a subsidiary of the Company, nothing contained in this Agreement shall confer upon the Optionee any right with respect to the continuation of his employment by the Company or a parent or a subsidiary of the Company or interfere in any way with the right of the Company or a parent or a subsidiary of the Company (subject to the terms of any separate employment agreement to the contrary) to terminate his employment at any time or to increase or decrease the compensation payable to the Optionee. 6. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Optionee only by him. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except upon the death of the Optionee), pledged or hypothecated in any way, shall not be 2 assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect. 7. TERMINATION OF OPTION UPON COMPANY'S ACQUISITION. In the event that the Company is involved in a merger, consolidation or other combination with one or more other corporations in which the Company is not the surviving corporation or in the event that the Company is liquidated and dissolved following the Company's sale of all, or substantially all, of its operating assets and goodwill to another corporation, the Option shall terminate as of the effective date of such merger, consolidation or other combination or as of the effective date of such sale of this corporation's operating assets and goodwill, as the case may be, to the extent that the Option has not theretofore been exercised by the Optionee and/or is not agreed to be assumed by, or replaced by equivalent options granted by, the surviving corporation in such merger, consolidation or other combination or the purchasing corporation in such sale of this corporation's operating assets and goodwill. 8. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of common stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, combination, reorganization, recapitalization, reclassification, combination of shares, stock dividend, stock split or reverse stock split, the rights of the Optionee shall be appropriately adjusted both as to the number of shares and the Option exercise price. 9. METHOD OF EXERCISING OPTION. (a) Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company stating the election to exercise the Option and the number of the Option Shares in respect of which it is being exercised, and shall be signed and dated by the person or persons so exercising the Option. The Exercise Notice shall be accompanied by the full exercise price for the Option Shares in respect of which the Option is being exercised. In the event the Option shall be exercised by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (b) Payment of the exercise price shall be made by the delivery of a bank cashier's check, personal check or the equivalent thereof payable to the order of the Company, by the delivery of shares of the Company's common stock duly endorsed in favor of the Company or accompanied by a duly executed stock power in favor of the 3 Company or by a combination of the foregoing. If shares of the Company's common stock are delivered in full or partial payment of the aggregate exercise price, such shares shall be valued at the average of the per share closing bid and asked prices for shares of the Company's common stock in the over-the-counter market on the date immediately preceding the date the Exercise Notice is dated or, in the absence of any reported sales on such date, the first preceding date on which there were such sales. (c) The certificate or certificates for the Option Shares in respect of which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option, or, if the Option is exercised by the Optionee and if the Optionee shall so request in the Exercise Notice, shall be registered in the name of the Optionee and another person jointly, with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All of the Option Shares purchased upon the exercise of the Option as provided herein shall, when issued, be fully paid and nonassessable. 10. ADEQUATE AUTHORIZED CAPITALIZATION. The Company shall at all times during the term of the Option reserve and keep available or otherwise have authorized such number of shares of the Company's common stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all fees and expenses necessarily incurred by the Company in connection therewith, and shall from time to time use its best efforts to comply with all laws and regulations which, in the opinion of legal counsel to the Company, shall be applicable thereto. 11. NOTICES. All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified or registered mail, postage prepaid, addressed to the following parties or their successors in interest at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: If to the Company: Tinsley Laboratories, Inc. 3900 Lakeside Drive Richmond, CA 94802 Attn: President If to Optionee: (See address below) 12. SUCCESSORS AND ASSIGNS. Subject to the limitations on transferability contained in Section 6 hereof, this Agreement shall be binding upon and shall inure to the 4 benefit of the parties hereto, the Company's successors in interest and assigns, and the Optionee's permitted successors in interest. 13. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. "Company" "Optionee" TINSLEY LABORATORIES, INC. By: /s/ Robert J. Aronno /s/ John Kincade --------------------------- ----------------------------- Its: President John Kincade ----------------------- ----------------------------- Number and Street ----------------------------- City, State and Zip Code 5 EX-5.1 12 EXHIBIT 5.1 EXHIBIT 5.1 January 7, 1998 Silicon Valley Group, Inc. 101 Metro Drive San Jose, CA 95110 Re: 220,372 Shares of Common Stock of Silicon Valley Group, Inc. Offered pursuant to stock plan and option agreements assumed in connection with the acquisition of Tinsley Laboratories, Inc. Ladies and Gentlemen: We have examined the proceedings taken and the instruments executed in connection with the reservation for issuance and authorization of the sale and issuance from time to time by Silicon Valley Group, Inc. (the "Company") of not in excess of 220,372 shares of the Company's Common Stock (the "Shares") in connection with the acquisition of Tinsley Laboratories, Inc. ("TLI") by the Company and the assumption by the Company of outstanding options to purchase TLI's Common Stock originally issued pursuant to TLI's 1993 Incentive Stock Option Plan (the "Plan") and various Nonqualified Stock Option Agreements (the "Agreements"). The Shares are the subject of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, which is being filed with the Securities and Exchange Commission and to which this opinion is to be attached as an exhibit. It is our opinion that, upon completion of the actions being taken, or contemplated by us as your counsel to be taken by you prior to the issuance of the Shares pursuant to the Registration Statement and the Plan or the Agreements, and upon completion of the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation Wilson, Sonsini, Goodrich & Rosati EX-23.1 13 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS CONSENT We consent to the incorporation by reference in this Registration Statement of Silicon Valley Group, Inc. on Form S-8 of our reports dated October 27, 1997, appearing in and incorporated by reference in the Annual Report on Form 10-K of Silicon Valley Group, Inc. for the year ended September 30, 1997. DELOITTE & TOUCHE LLP San Jose, California January 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----