exv4w2



 







EXHIBIT 4.2




Option
Certificate No. [Year]-[ No. _____ ]




[Form of] STOCK OPTION CERTIFICATE TO PURCHASE [Insert number] COMMON SHARES




     This certificate evidences the agreement, dated as of [insert date of grant] (hereinafter the
“Grant Date”), by and between Nam Tai Electronics, Inc., a British Virgin Islands international
business company with its principal executive offices at 3rd Floor, 116 Main Street, Road Town,
Tortola, British Virgin Islands (hereinafter called the “Company”), party of the first part, and,



     [Insert full name of Director/Officer/Employee/Consultant/Advisor] of [insert address of
optionee] (hereinafter called “Optionee”), a party of the second part;



WITNESSETH




     Whereas, the Company has adopted the 2006 Stock Option Plan of Nam Tai Electronics, Inc. (the
“Plan”) to permit options to be granted to certain employees, directors, officers, consultants and
advisors of the Company and its subsidiaries to purchase Common Shares of the Company; and



     {[Use for Annual Grants to Non-Employee Directors Elected at Annual General Shareholders’
Meeting:] Whereas, pursuant to the Plan, the Company shall grant to each non-employee director
15,000 options to purchase common shares upon their election to the board of directors at each
annual meeting of shareholders.]



     {Whereas, the Optionee was elected as a non-employee director at the Annual Meeting of
Shareholders of the Company held on [_____ ](“the Grant Date”);]}



     [Use other than for Annual Grants to Non-Employee Directors Elected at Annual General
Shareholders’ Meeting] Whereas, the Optionee is employed or retained by the Company in a key
capacity, and the Company wishes to recognize Optionee’s past performance and contribution to the
Company and/or desires Optionee to remain in such employ or retention, and to secure or increase
Optionee’s stock ownership in the Company in order to increase Optionee’s incentive and personal
interest in the welfare of the Company;



     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;



[Insert Full name of Optionee],




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 [Insert 15,000 when used for Annual Grants to Non-Employee Directors Elected
at Annual General Shareholders’ Meeting; Insert number
granted when optionee is not a
non-employee director] Common Shares of the Company.




     2. The Option Price to be paid for the optioned shares shall be [option price written out] US
Dollars (US$xx.xx ), which is the closing price per Common Share of the Company on the Grant Date.



     3. The option granted hereby may be exercised by the Optionee at any time from the date of
this agreement (the “Commencement Date”) and on or 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 Suite 1506-08, 15th Floor, One Exchange Square, 8 Connaught Place,
Central, Hong Kong, specifying the number of shares in respect of which the option is being
exercised, accompanied by payment for such shares by certified check, bank draft or wire transferto
the order of the Company. Such shares, upon payment of the purchase price, shall be fully paid and
nonassessable.



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     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 {Insert Expiry date [three years from the date of grant in the case of Annual Grants to
Non-Employee Directors and not to exceed ten years from the date of grant in the case of any other
grant}].



     7. Adjustments in optioned shares and option price herein provided may be made as provided in
Section 16(b) of, or otherwise in, the 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
Optionee’s 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
Optionee’s personal representative, as the case may be, agree to 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 or herself and Optionee’s 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 Optionee’s 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, appointment or other arrangement with the Company or to restrict in any way
the right of the Company to terminate his or her employment, appointment or arrangement. Optionee
acknowledges that the option evidenced hereby is being granted to recognize and reward Optionee’s
past performance and contribution to the Company and/or 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, effective as of the Commencement Date.



	 	 	 	 	 
	 	NAM TAI ELECTRONIC, INC.

 	 
	 	By:  	 	 
	 	 	 
	 		 	 
	 	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 




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