NAM TAI ELCTRONICS FORM S-8



 



EXHIBIT 4.2


Option Certificate No. [year-##]


Stock Option Certificate to Purchase [number] Common Shares


     This certificate evidences the agreement, dated as of                     
(hereinafter the “Grant Date”), by and between Nam Tai Electronics, Inc., a
British Virgin Islands international business company with its principal office
15/F., China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central,
Hong Kong (hereinafter called the “Company”), party of the first part, and,


     [Full name of employee] of [address](hereinafter called “Optionee”), a
party of the second part;


     WITNESSETH


     Whereas, the Company has adopted the 2001 Employees Stock Option Plan of
Nam Tai Electronics, Inc. (the “Plan”) to permit options to be granted to
certain employees, directors, and key advisors of the Company and its
subsidiaries (hereinafter call the “Employer Corporation”) to purchase Common
Shares of the Company; and


     Whereas, the Optionee is employed or retained by the Employer Corporation
in a key capacity, and the Company wishes to recognize his past performance and
contribution to the Company and desires him to remain in such employ, and to
secure or increase his stock ownership in the Company in order to increase his
incentive and personal interest in the welfare of the Employer Corporation;


     Now, therefore, in consideration of the premises and of the covenants and
agreements herein set forth, the parties hereby mutually covenant and agree as
follows:


     1. Subject to the terms and conditions set forth herein the Company grants
to;


     [Full name of employee],


     the registered holder hereof the right to purchase from Nam Tai
Electronics, Inc. Common Shares of the Company at the purchase price per Common
Share of $xx.xx (the “Option Price”) at any time between the Commencement Date
as set forth in paragraph 3 and before the Expiration Date set forth in
paragraph 6


     [number] Common Shares of the Company.


     2. The Option Price to be paid for the optioned shares shall be [option
price written out] (US$xx.xx) which is the closing trade price on the grant
date.


     3. The option granted hereby may be exercised by the Optionee at any time
before the Expiration Date as provided in paragraph 6 below.


     4. The Options evidenced hereby may be exercised in whole or in part
(partial exercise may be in minimum increments of 1,000 shares) by presentation
of this Option Certificate to the Corporate Secretary of the Company at 1790 -
999 West Hastings Street, Vancouver, BC, Canada V6C 2W2, specifying the number
of shares in respect of which the option is being exercised, accompanied by
payment for such shares by certified check or bank draft to the order of the
Company. Such shares, upon payment of the purchase price, shall be fully paid
and nonassessable.


     5. The option herein granted shall not be transferable by the Optionee
otherwise than by will or the laws of descent and distribution, and may be
exercised during the life of the Optionee only by the Optionee.


     6. The option granted hereunder shall expire and become unexercisable at
the close of trading on [Expiry date not to exceed ten years].


     7. Adjustments in optioned shares and option price herein provided shall
be made in the event of share splits, share dividends, of any other event
specified in the 2001 Employees Stock Option Plan.


     8. As to all optioned shares (or any stock issued as a stock dividend
thereon or any securities issued in lieu thereof or in substitution therefor),
purchased by the Optionee or his personal representative upon the


 








 



exercise of any portion of the option herein granted, the Board of
directors of the Company, in its sole discretion, may require that the Optionee
or his personal representative, as the case may be, agree to any of the
following conditions:


          (a)  That they sign an investment letter to the effect that they are taking
said shares for investment and not for resale.


          (b)  That they will comply with such restrictions as may be necessary to
satisfy the requirements of the Securities Act of 1933.


     9. The Optionee shall not be deemed for any purposes to be a shareholder
of the Company with respect to any of the optioned shares except to the extent
that the option herein granted shall have been exercised with respect thereto
and a stock certificate issued therefor.


     10. The existence of the option herein granted shall not affect in any way
the right or power of the Company or its shareholders to make or authorize any
or all adjustments, recapitalization, reorganizations or other changes in the
Company’s capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the common stock of the Company or the rights
thereof, or dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
proceeding whether of a similar character or otherwise.


     11. As a condition of the granting of the option herein granted, the
Optionee agrees, for himself and his personal representative, that any dispute
or disagreement which may arise under or as a result of or pursuant to this
agreement shall be determined by the Board of directors of the Company in his
sole discretion based on the Company’s copy of this agreement, and that any
interpretation by the board of directors of the Company of the terms of this
agreement shall be final, binding and conclusive.


     12. If, at any time, the Board of directors of the Company shall
determine, in its discretion, that the listing, registration or qualification
of the shares covered by the option upon any securities exchange or under any
state or federal law is necessary or desirable as a condition of or in
connection with the purchase of shares thereunder, the option may not be
exercised, in whole or in part, unless and until such listing, registration or
qualification shall have been effected free of any conditions not acceptable to
the Board of directors of the Company.


     13. Nothing in this agreement shall be construed to confer upon the
Optionee any right to continued employment, or other arrangement with the
employer corporation or to restrict in any way the right of the employer
corporation to terminate his or her employment or arrangement. Optionee
acknowledges that the option evidenced hereby is being granted to recognize and
reward his past performance and contribution to the Company and to encourage
such Optionee to secure or increase on reasonable terms his or her stock
ownership in the Company.


     In witness whereof, the Company has caused this instrument to be exercised
by its duly authorized officers.

NAM TAI ELECTRONIC, INC.



	 	 	 	 	 	 
	        	NAM TAI ELECTRONIC, INC.

	 
	        	By:	 	        	 
	        	 	
	        	

	 	        	
Tadao Murakami

Nam Tai Compensation Committee
	 	Shigeru Takizawa

Nam Tai Compensation Committee



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