ADDITION, THIS AGREEMENT SHALL NOT IN ANY WAY BE
CONSTRUED OR INTERPRETED SO AS TO AFFECT ADVERSELY OR OTHERWISE IMPAIR THE RIGHT
OF THE CORPORATION OR THE STOCKHOLDERS TO REMOVE OPTIONEE FROM THE BOARD AT ANY
TIME IN ACCORDANCE WITH THE PROVISIONS OF APPLICABLE LAW.
12.
COMPLIANCE WITH LAWS AND REGULATIONS.
(A)
THE EXERCISE OF THIS OPTION AND THE
ISSUANCE OF THE OPTION SHARES UPON SUCH EXERCISE SHALL BE SUBJECT TO COMPLIANCE
BY THE CORPORATION AND OPTIONEE WITH ALL APPLICABLE REQUIREMENTS OF LAW RELATING
THERETO AND WITH ALL APPLICABLE REGULATIONS OF ANY STOCK EXCHANGE OR QUOTATION
SYSTEM ON WHICH THE COMMON STOCK MAY BE LISTED FOR TRADING AT THE TIME OF SUCH
EXERCISE AND ISSUANCE.
(B)
THE INABILITY OF THE CORPORATION TO OBTAIN
APPROVAL FROM ANY REGULATORY BODY HAVING AUTHORITY DEEMED BY THE CORPORATION TO
BE NECESSARY TO THE LAWFUL ISSUANCE AND SALE OF ANY COMMON STOCK PURSUANT TO
THIS OPTION SHALL RELIEVE THE CORPORATION OF ANY LIABILITY WITH RESPECT TO THE
NON-ISSUANCE OR SALE OF THE COMMON STOCK AS TO WHICH SUCH APPROVAL SHALL NOT
HAVE BEEN OBTAINED.
THE CORPORATION, HOWEVER, SHALL USE ITS BEST EFFORTS TO
OBTAIN ALL SUCH APPROVALS.
13.
SUCCESSORS AND ASSIGNS.
EXCEPT TO THE
EXTENT OTHERWISE PROVIDED IN PARAGRAPH 3 OR 6, THE PROVISIONS OF THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE CORPORATION AND ITS
SUCCESSORS AND ASSIGNS AND OPTIONEE, OPTIONEE'S ASSIGNS, THE LEGAL
REPRESENTATIVES, HEIRS AND LEGATEES OF OPTIONEE'S ESTATE AND ANY BENEFICIARIES
OF THIS OPTION DESIGNATED BY OPTIONEE.
14.
NOTICES.
ANY NOTICE REQUIRED TO BE GIVEN OR
DELIVERED TO THE CORPORATION UNDER THE TERMS OF THIS AGREEMENT SHALL BE IN
WRITING AND ADDRESSED TO THE CORPORATION AT ITS PRINCIPAL CORPORATE OFFICES.
ANY NOTICE REQUIRED TO BE GIVEN OR DELIVERED TO OPTIONEE SHALL BE IN WRITING AND
ADDRESSED TO OPTIONEE AT THE ADDRESS INDICATED BELOW OPTIONEE'S SIGNATURE LINE
ON THE GRANT NOTICE.
ALL NOTICES SHALL BE DEEMED EFFECTIVE UPON PERSONAL
DELIVERY OR UPON DEPOSIT IN THE U.S. MAIL, POSTAGE PREPAID AND PROPERLY
ADDRESSED TO THE PARTY TO BE NOTIFIED.
5
15.
CONSTRUCTION.
THIS AGREEMENT AND THE OPTION
EVIDENCED HEREBY ARE MADE AND GRANTED PURSUANT TO THE PLAN AND ARE IN ALL
RESPECTS LIMITED BY AND SUBJECT TO THE TERMS OF THE PLAN.
16.
GOVERNING LAW.
THE INTERPRETATION,
PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF TEXAS WITHOUT RESORT TO THAT STATE'S CONFLICT-OF-LAWS RULES.
6
EXHIBIT I
NOTICE OF EXERCISE
I hereby notify Intrusion Inc. (the "Corporation") that I elect to purchase
shares of the Corporation's Common Stock (the
"Purchased Shares") at the option exercise price of $
per
share (the "Exercise Price") pursuant to that certain option (the "Option")
granted to me under the Corporation's 2005 Stock Incentive Plan on
,
.
Concurrently with the delivery of this Exercise Notice to the Corporation, I
shall hereby pay to the Corporation the Exercise Price for the Purchased Shares
in accordance with the provisions of my agreement with the Corporation