Exhibit 10.54


 


EXECUTIVE

NONSTATUTORY STOCK OPTION

ACCEPTANCE LETTER


 


We are pleased to notify
you that FOCUS ENHANCEMENTS, INC., a Delaware corporation (the “Company”)
hereby grants to you a nonstatutory option (“Option”) under the Focus
Enhancements, Inc. 2002 Non-Qualified Stock Option Plan (the “Plan”) to
purchase all or any part of the shares (although no fractional shares may be
purchased) of the Common Stock of the Company (the “Optioned Shares”) as
described in your Notice of Grant of Stock Options and Option Agreement which
this letter is incorporated into and made part of (the Notice and this Letter,
collectively, the “Acceptance Letter”). 
A Nonstatutory Stock Option shall mean an option not described in Section 422
of the Internal Revenue Code of 1986, (the “Code”).


 


This Option cannot be
exercised unless you first sign this document in the place provided and return
it to the Secretary of the Company, Gary Williams.  However, your signing and delivering this
letter will not bind you to purchase any of the shares subject to the
Option.  Your obligation to purchase
shares can arise only when you exercise this Option in the manner set forth in
Paragraph 1 below.


 


EXCEPT AS EXPRESSLY SET
FORTH IN THIS ACCEPTANCE LETTER, THIS OPTION IS SUBJECT TO AND MAY BE
EXERCISED ONLY IN ACCORDANCE WITH THE PLAN. 
ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS LETTER.  A COPY OF THE PLAN IS ATTACHED AND IS
AVAILABLE FOR YOUR INFORMATION FROM THE COMPANY.


 


1.             Term
of Option and Exercise of Option. 
Subject to the provisions of the Plan and the terms and conditions of
this Acceptance Letter, this Option can be exercised by you during a period of
ten (10) years from the Grant Date.


 


Any portion of this
Option that you do not exercise shall accumulate and can be exercised by you at
any time prior to the expiration of ten (10) years from the Grant Date.


 


This Option may be
exercised by delivering to the Secretary of the Company full consideration for
an amount equal to the total option price of such shares, and a written notice
in a form satisfactory to the Company, signed by you specifying the number of
options you then desire to exercise.


 


Upon receipt of your
notice to exercise options, the Company will advise you of any additional
amount which may be due for federal and state taxes on the difference between
your option price and the current fair market value of the Company’s stock on
the exercise date.


 


Certificates for shares
so purchased will be issued as soon as practicable, but no fractional shares
shall be delivered.  As a holder of an
Option, you shall have the rights of a shareholder with respect to the shares
subject to this Option only after such shares shall have been issued to you
upon the exercise of this Option.


 

















 


The Company shall not be
obligated to deliver any shares hereunder for such period as may be required by
it with reasonable diligence to comply with applicable federal or state
statutes, laws and regulations.


 


2.             Vesting
of Options.  If you continue to serve
the Company as an employee, officer, director, agent, advisor or consultant,
including services as a member of the board of advisors of the Company (such
service is described herein as maintaining or being involved in a “Business
Relationship” with the Company), then the Option shall vest in accordance with
the Notice of Grant of Stock Options.


 


The foregoing
notwithstanding, this Option shall become immediately exercisable with respect
to all the Option Shares purchasable hereunder if while the Optionee continues
to maintain a Business Relationship with the Company in the event of a change
of control as defined herein.  For
purposes of this agreement a “change in control” shall mean: (x) a merger or
consolidation of the Company with or into, or the acquisition of the Company
by, another entity (y) the sale of all or substantially all of the stock or
assets of the Company in a transaction or series of related transactions such
that the stockholders of the Company immediately prior to such event do not
immediately after giving effect to such event beneficially own voting
securities representing in the aggregate more than 50% of the combined voting
power of the voting securities of the surviving entity or the entity purchasing
such stock or assets (the “Surviving Entity”) or the members of the Board of
Directors of the Company immediately prior to such event do not immediately
after giving effect to such event constitute a majority of the Board of
Directors of the Surviving Entity.


 


3.             Termination
of Business Relationship.  Except as
set forth in this Letter and the Plan, if your Business Relationship with the
Company is terminated for any reason other than death or permanent disability,
this Option may be exercised within ninety (90) days of such event to the
extent that it was vested on the date of termination, but in no event may this
Option be exercised after ten (10) years from the Grant Date. 


 


4.             Death
or Permanent Disability.  If you die
or are permanently disabled while employed by the Company, this Option shall be
immediately and automatically accelerated and become fully vested and all
unexercised options shall be exercisable in whole or in part by the duly
authorized executor of your last Will or by the duly authorized administrator
or special administrator of your estate as the case may be within a period of
one (1) year, or for such longer period as the board may fix, but in no
event after ten (10) years from the Grant Date.  Your estate shall mean yourself or your legal
representative or any person who acquires the right to exercise an option, as
the case may be, by reason of your death or permanent disability.


 


5.             Non-transferability
of Option.  This Option shall not be
transferable except by Will or the laws of descent and distribution, and this
Option may be exercised during your lifetime only by you.  Any purported transfer or assignment of this
Option shall be void and of no effect, and shall give the Company the right to
terminate this Option as of the date of such purported transfer or assignment.


 


6.             Method
of Exercise.  This Option may be
exercised with respect to all or any part of any vested options by giving the
Company written notice of such exercise This written notice


 


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must be accompanied by payment, which may be (a) in United States
dollars in cash or by check, (b) in whole or in part shares of the Common
Stock of the Company already owned by the person or persons exercising the
option or (c) through the delivery of an assignment to the Company of a
sufficient amount of the proceeds from the sale of shares at the time of such
exercise.


 


As soon as practical
after receipt of such notice, and payment of any taxes due, the Company shall,
without transfer or issue tax or other incidental expense to you or your
successor, transfer and deliver thereto at the office of the Company or such
other place as may be mutually agreeable a certificate or certificates for such
shares of its common stock; provided, however, that the time of such delivery
may be postponed by the Company for such period as may be required for it with
reasonable diligence to comply with applicable registration requirements under
the Securities Exchange Act of 1934, as amended, any applicable listing
requirements of any national securities exchange, and requirements under any
other laws or regulations applicable to the issuance or transfer of such
shares.


 


7.             Adjustments
Upon Changes in Capitalization.  In
the event of any change in the outstanding Common Stock of the Company by
reason of stock dividends, recapitalization, mergers, consolidations, split-up,
combinations or exchanges of shares and the like, the aggregate number or class
of shares subject to this Option immediately prior to such event shall be
appropriately adjusted by the Board of Directors in accordance with the terms
of the Plan, and such adjustment shall be conclusive.


 


8.             Tax
Status.  Your treatment of shares
purchased pursuant to the exercise of the Option thereafter may have
significant tax consequences.  The
Company may withhold from your wages or other remuneration the appropriate
amount of federal, state and local taxes attributable to your exercise of any
installment of this Option.  You may wish
to consult your tax advisor with respect to the tax consequences to you upon
exercise of the Option or sale of the stock that you acquire pursuant to this
Option.


 


9.             No
Exercise of Option if Engagement or Employment Terminated for Cause. If
your Business Relationship is terminated for “Cause,” this Option shall
terminate on the date of such termination and this Option shall thereupon not
be exercisable to any extent whatsoever. 
“Cause” is conduct, as determined by the Board of Directors,
involving one or more of the following:  (i) gross
misconduct by you that is materially injurious to the Company; or (ii) the
commission of an act of embezzlement, fraud or deliberate disregard of the rules or
polices of the Company that results in material economic loss, damage or injury
to the Company; or (iii) the unauthorized disclosure of any trade secret or
confidential information of the Company or any third party who has a business
relationship with the Company or a violation of any noncompetition covenant or
assignment of inventions obligation with the Company; or (iv) the
commission of an act (other than voluntary resignation)  that induces any customer or prospective
customer of the Company to break a contract with the Company or to decline to
do business with the Company; or (v) the conviction of you of a felony
involving any financial impropriety or which would materially interfere with
your ability to perform your services or otherwise be injurious to the Company;
or (vi) your failure to follow any material policy or material
instructions of the Company, your supervisor or the Company’s CEO provided such
are


 


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lawful and not a violation of public policy. In making such
determination, the Board of Directors shall act fairly and in good faith.


 


In signing below, you
hereby agree to the terms of this Acceptance Letter and the Plan and
acknowledge receipt of a copy of the Plan.


 


	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


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