SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 13
Integrated Security Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45812J101
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(CUSIP Number)
Russell Cleveland
Renaissance Capital Group, Inc.
8080 N. Central Expressway, Suite 210, LB-59
Dallas, Texas 75206-1857
(214) 891-8294
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 18, 2002
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box [ ].
(Continued on following pages)
CUSIP No. 45812J101 13D
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1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER
Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7. SOLE VOTING POWER
24,208,510
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8. SHARED VOTING POWER
None
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9. SOLE DISPOSITIVE POWER
24,208,510
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10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,208,510
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.99%
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14. TYPE OF REPORTING PERSON
IV
CUSIP No. 45812J101 13D
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1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER
Renaissance US Growth Investment Trust PLC None - Foreign
formerly known as Renaissance US Growth and Income Trust PLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7. SOLE VOTING POWER
23,338,233
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8. SHARED VOTING POWER
None
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9. SOLE DISPOSITIVE POWER
23,338,233
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10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,338,233
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.19%
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14. TYPE OF REPORTING PERSON
IV
Item 1. Security and Issuer.
This statement relates to the Common Stock ("Common Shares") of Integrated
Security Systems, Inc. (the "Company"). The principal executive offices of the
Company are located at 8200 Springwood Drive, Irving, Texas 75063.
Item 2. Identity and Background.
(a) This Statement is filed by Renaissance Capital Growth & Income Fund
III, Inc. ("Renaissance III"), and Renaissance US Growth Investment Trust PLC
(formerly called Renaissance US Growth and Income Trust PLC) ("Renaissance
PLC"); Renaissance III and Renaissance PLC, collectively (the "Reporting
Persons").
Certain information concerning the directors and executive officers of the
Reporting Persons is set forth on Attachment 1 attached hereto and incorporated
herein by reference.
(b) Renaissance III is a business development company regulated under the
Investment Company Act of 1940, as amended, and organized under the laws of the
State of Texas, with its principal business and principal office at 8080 N.
Central Expressway, Suite 210, LB-59, Dallas, Texas 75206-1857.
Renaissance PLC is an investment trust organized under the laws of England
and Wales. Its address in the United States is c/o Renaissance Capital Group,
Inc., Investment Manager, 8080 N. Central Expressway, Suite 210, LB-59, Dallas,
Texas 75206-1857.
The business addresses of the directors and executive officers of the
Reporting Persons are set forth on Attachment 1 to this Statement and
incorporated herein by reference.
(c) Renaissance III and Renaissance PLC are engaged in the business of
investing principally in emerging or undervalued U.S. public companies.
(d) Neither any of the Reporting Persons nor, to the best knowledge of such
persons, any person named in Attachment 1 to this Statement, has been convicted
in a criminal proceeding in the past five years (excluding traffic violations or
similar misdemeanors).
(e) Neither any of the Reporting Persons nor, to the best knowledge of such
persons, any person named in Attachment 1 to this Statement, was during the last
five years a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) All persons named on Attachment 1 to this Statement are citizens of the
United States or the United Kingdom, unless otherwise indicated on such
Attachment.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by Renaissance III to acquire the
securities reported in Item 5(a) was $4,932,908. The source of such funds was
capital of Renaissance III.
The total amount of funds required by Renaissance PLC to acquire the
securities reported in Item 5(a) was $4,766,782. The source of such funds was
capital of Renaissance PLC.
Item 4. Purpose of Transaction.
The Reporting Persons each acquired beneficial ownership of the Common
Stock reported in Item 5(a) both in the ordinary course of business for
investment purposes and upon exchange of indebtedness in connection with the
financial restructuring of the Company. The President and CEO of Renaissance
Capital Group, Inc., the investment advisor to Renaissance III and the
investment manager of Renaissance PLC, Russell Cleveland, has been appointed to
the board of directors of the Company.
The Reporting Persons may participate in discussions with management or
third parties in which the Reporting Person may suggest or take a position with
respect to potential changes in the operations, management, or capital structure
of such companies as a means of enhancing shareholder value. Such suggestions or
positions may relate to one or more of the transactions specified in clauses (a)
through (j) of Item 4 of the Schedule 13D form, including, without limitation,
such matters as disposing of one or more businesses, selling the Company,
merging with another Company or acquiring another company or business, changing
operating or marketing strategies, changes in management or marketing, or
restructuring the Company's capitalization.
Each Reporting Person continues to assess the Company's business, financial
condition, results of operations and prospects, general economic conditions, the
securities markets in general and those for the Company's securities in
particular, other developments and other investment opportunities, as well as
the Reporting Person's investment objectives. Depending on such assessments, one
or both of the Reporting Persons may acquire additional securities or may
determine to sell or otherwise dispose of some or all of its holding of
securities.
Other than as described above, neither of the Reporting Persons has any
present plans or proposals which relate to or would result in any transaction,
change, or event specified in clauses (a) through (j) of Item 4 of the Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) Renaissance III beneficially owns 24,208,510 Common Shares, and
Renaissance PLC beneficially owns 23,338,233 Common Shares. The Reporting
Persons beneficially own 47,546,743 Common Shares. Based upon the 11,896,379
shares of the Company's stock outstanding as of August 31, 2002, as filed with
the Securities and Exchange Commission in the Company's most recent Form 10-K SB
and using SEC computation rules, the Common Shares beneficially owned by
Renaissance III, Renaissance PLC, and together represent approximately 67.99%,
67.19%, and 81.35%, respectively, of the outstanding Common Stock of the Company
on a fully converted basis. Renaissance III and Renaissance PLC disclaim that
they are members of a group for purposes of Regulation 13D.
The Common Shares beneficially owned by Renaissance III are comprised of
393,259 shares of Common Stock; 104,787 shares of Common Stock received as
payment in kind for interest and/or dividends; 2,439,299 shares of Common Stock
issuable upon the exercise of warrants; 30,035 shares of Common Stock issuable
upon the exercise of options; 187,500 shares of Common Stock issuable upon the
conversion of 7,500 shares of Series D Preferred Stock; 2,714,945 shares of
Common Stock issuable upon conversion of 21,720 shares of Series F Convertible
Preferred Stock ("Series F Preferred Stock"); and 18,334,755 shares of Common
Stock issuable upon conversion of 146,678 shares of Series G Convertible
Preferred Stock ("Series G Preferred Stock"). The board of directors of
Renaissance III exercises voting and investment control over the securities of
the Company owned by it.
Renaissance PLC is deemed the beneficial owner of Common Shares comprised
of 393,259 shares of Common Stock; 104,787 shares of Common Stock received as
payment in kind for interest and/or dividends; 2,433,617 shares of Common Stock
issuable upon the exercise of warrants; 187,500 shares of Common Stock issuable
upon the conversion of 7,500 shares of Series D Preferred Stock; 2,714,945
shares of Common Stock issuable upon conversion of 21,720 shares of Series F
Preferred Stock; and 17,504,125 shares of Common Stock issuable upon conversion
of 140,033 shares of Series G Preferred Stock. The board of directors of
Renaissance PLC exercises voting and investment control over the securities of
the Company owned by it.
(b) Number of shares as to which Renaissance III has:
(i) Sole power to vote or to direct the vote
24,208,510
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
24,208,510
(iv) Shared power to dispose or to direct the disposition of
None
Number of shares as to which Renaissance PLC has:
(i) Sole power to vote or to direct the vote
23,338,233
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
23,338,233
(iv) Shared power to dispose or to direct the disposition of
None
(c) No transaction in the Common Shares was effected by a Reporting Person
since the last filing, except as follows: the receipt on October 18, 2002, by
each Renaissance III of options to acquire Common Shares of the Company as
follows: 5,498 shares exercisable at $0.27, expiring May 10, 2006; 4,366 shares
exercisable at $0.34, expiring July 27, 2006; 4,640 shares exercisable at $0.32,
expiring September 7, 2006; 3,030 shares @$0.49, expiring October 26, 2006;
3,712 shares @$0.40, expiring December 14, 2006; 4,124 shares exercisable at
$0.36, expiring February 22, 2007; 3,806 shares exercisable at $0.39, expiring
June 21, 2007; and 4,789 shares exercisable at $0.31, expiring August 22, 2007.
These options were received by the Fund as a result of the service of Russell
Cleveland on the Company's Board of Directors.
(d) No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Shares beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(k)
Exhibit 2 Option for 5,498 shares
Exhibit 3 Option for 4,366 shares
Exhibit 4 Option for 4,640 shares
Exhibit 5 Option for 3,030 shares
Exhibit 6 Option for 3,712 shares
Exhibit 7 Option for 4,124 shares
Exhibit 8 Option for 3,806 shares
Exhibit 9 Option for 4,789 shares
[Signature page follows]
SIGNATURES
After reasonable inquire and to the best of their individual knowledge and
belief, the signatories below certify that the information set forth in this
statement is true, complete, and correct as of this 24th day of October, 2002.
The persons whose signatures appear below agree that this statement on
Schedule 13D is filed on behalf of each of them.
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
By: /S/ Russell Cleveland
Name: Russell Cleveland
Title: President and Chief Executive Officer
RENAISSANCE US GROWTH INVESTMENT TRUST PLC
By: /S/ Russell Cleveland
Name: Russell Cleveland
Title: Director
ATTACHMENT 1
The name, business address, and principal occupation of the directors and
executive officers of Renaissance III are as follows:
DIRECTORS
Principal
Name Business Address Occupation
Edward O. Boshell, Jr. c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Russell Cleveland c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Peter Collins c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Ernest C. Hill c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
OFFICERS
Russell Cleveland c/o Renaissance Capital Group, Inc. President and
8080 North Central Expressway Chief Executive
Suite 210, LB-59 Officer
Dallas, TX 75206-1857
John A. Schmit c/o Renaissance Capital Group, Inc. Vice President
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Robert C. Pearson c/o Renaissance Capital Group, Inc. Vice President
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Barbara A. Butschek c/o Renaissance Capital Group, Inc. Secretary and
8080 North Central Expressway Treasurer
Suite 210, LB-59
Dallas, TX 75206-1857
The name, business address, and principal occupation of the directors and
executive officers of Renaissance PLC are as follows:
DIRECTORS
Principal
Name Business Address Occupation
Michael B. Cannan c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Russell Cleveland c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Ernest J. Fenton c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Lord Mark Fitzalan Howard OBE c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
C. A. Rundell, Jr. c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
William W. Vanderfelt c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
OFFICERS
None
EXHIBIT 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all of each
of the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others, except
to the extent it knows or has reason to believe that such information is
inaccurate. This Joint Filing Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
By: /S/ Russell Cleveland
Name: Russell Cleveland
Title: President and Chief Executive Officer
RENAISSANCE US GROWTH INVESTMENT TRUST PLC
By: /S/ Russell Cleveland
Name: Russell Cleveland
Title: Director
EXHIBIT 2
Integrated Security Systems, Inc.
1997 Omnibus Stock Plan Agreement
1. Grant of Incentive Stock Option. Pursuant to the Integrated Security
Systems, Inc. 1997 Omnibus Stock Plan (the "Plan") for employees and directors
of Integrated Security Systems, Inc., a Delaware corporation, or any of its
subsidiaries (the "Company"), the Company grants to Renaissance Capital Growth &
Income Fund III, Inc. an incentive stock option ("Stock Option") to purchase
from the Company a total of 5,498 full shares ("Optioned Shares") of common
stock, $0.01 par value ("Common Stock"), of the Company at $0.2700 per share
(being at least the fair market value per share of the Common Stock on this Date
of Grant), in the amounts, during the periods, and upon the terms and conditions
set forth in this Agreement. The Date of Grant of this Stock Option is May 10,
2001.
2. Time of Exercise. Except only a specifically provided elsewhere in this
Agreement, this Stock Option is exercisable immediately in its entirety.
3. Subject to Plan. This Stock Option and its exercise are subject to the
terms and conditions of the Plan, the terms of which are incorporated herein by
reference. The defined terms used herein that are defined in the Plan shall have
the same meanings assigned to them in the Plan. In addition, this Stock Option
is subject to any rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Option Holder in writing.
4. Term. This Stock Option will terminated at the first of the following:
(a) 5 pm on May 10, 2006.
(b) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates due to death or
disability.
(c) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates for any reason
other than death of disability.
5. Who May Exercise. Subject to the terms and conditions set forth in
Sections 2 and 4 above, during the lifetime of the Option Holder, this Stock
Option may be exercised only by the Option Holder, or by the Option Holder's
guardian. If the Option Holder's employment terminates as a result of death or
disability prior to the termination date specified in Section 4(a) hereof and
the Option Holder has not exercised this Stock option as to the percentage of
Optioned Shares set forth in Section 2 hereof as of the date of death or
disability, the following persons may exercise the exercisable portion of this
Stock Option as set forth in Section 2 hereof on behalf of the Option Holder at
any time prior to the earlier of the dates specified in Sections 4(a) or (b) or
(c) hereof: (i) if the Option Holder is disable, the guardian of the Option
Holder; or (ii) if the Option Holder dies, the personal representative of his
estate or the person who acquired the right to exercise this Stock option by
bequest or inheritance or by reason of the death of the Option Holder; provided
that this Stock Option shall remain subject to the other terms of this
Agreement, the Plan, and applicable laws, rules and regulations.
6. Restrictions on Exercise. This Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as the
Board or the Committee may from time to time adopt, this Stock Option may be
exercised only upon written notice to the Company of the number of shares being
purchased accompanied by the following:
(a) Full payment of the option price for the shares of stock being
purchased; and
Such other documents as the Company in its discretion deems necessary
to evidence the exercise, in whole or in part, of this Stock Option.
8. Nonassignability. This Stock option is not assignable or transferable by
the Option Holder except (i) by will or by the laws of descent and distribution
or (ii) pursuant to the terms of a qualified domestic relations order (as
defined in Section 411(a)(13) of the Code or Section 206(d)(3) of the Employee
Retirement Income Security Act of 1974, as amended), provided that in the case
of an Incentive Stock Option, such transfer or assignment may occur only to the
extent it will not result in disqualifying such option as an incentive stock
option under Section 422 of the Code, or any other successor provision.
9. Rights as Stockholder. The Option Holder will have no rights as a
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Option Holder for the shares.
Except as otherwise provided in Section 10 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
10. Adjustment of Number of shares and Related Matters. The Option Holder
understands that in the event of a stock dividend, stock split, change of
control, merger, consolidation, reorganization or recapitalization of the
Company, the number of shares which may be purchased upon exercise of this Stock
option, the time at which any Stock Option may be exercisable, and the exercise
price thereof may be adjusted in accordance with the Plan.
11. Option Holder's Representations. Notwithstanding any of the provisions
hereof, the Option Holder hereby agrees that he or she will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Option Holder hereunder, if the exercise thereof of the
issuance of such shares shall constitute a violation by the Option Holder or the
company of any provision or any law or regulation of any governmental authority
or shall not be in compliance with the listing requirements of a stock exchange
or an interdealer quotations system. Any determination in this connection by the
board shall be final, binding and conclusive. The obligations of the company and
the rights of the Option Holder are subject to all applicable laws, rules and
regulations including, without limitation, the 1934 Act, the Code, any
successors thereto, and any other applicable laws.
12. Investment Representation. Unless the Common Stock is issued to him or
her in a transaction registered under applicable federal and state securities
laws, by his or her execution hereof, the Option Holder represents and warrants
to the Company that all Common Stock which may be purchased hereunder will be
acquired by the Option Holder for investment purposes for his or her own account
and not with any intent for resale or distribution in violation of federal or
estate securities laws. Unless the Common Stock is issued to him in a
transaction registered under applicable federal and state securities laws, all
certificates issued with respect to the Common Stock shall bear an appropriate
restrictive investment legend.
13. Disqualifying Disposition. In the event that Common Stock acquired upon
exercise of a Stock Option pursuant to this Agreement is disposed of by an
Option Holder prior to the expiration of either two (2) years from the Date of
Grant of such Stock option or one (1) year from the transfer of shares to the
Option Holder pursuant to the exercise of such Stock option, such Option Holder
shall notify the company in writing of the date and terms of such disposition.
14. Governing Law. This Agreement is intended to be performed in the State
of Texas and shall be construed and enforced in accordance with and governed by
the laws of the State of Texas without reference to the conflicts of laws
provisions thereof.
15. No Rights to Continue Employment. Nothing in this Agreement confers
upon the Option Holder the right to continue in the employ of the company or any
subsidiary or interferes with or restricts in any way the right of the Company
to discharge the Option Holder at any time (subject to any contract rights of
the Option Holder).
16. Invalidity of Provision. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction. If any provision of this Agreement shall be adjudged
unreasonable in any judicial or administrative proceeding, the court or
administrative body shall have the power to reform such provision and, in its
changed form, such provision shall then be enforceable and shall be enforced.
In witness Whereof, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Option Holder, to evidence his or her
consent and approval of all the terms hereof, has duly executed this Agreement
as of the date specified in Section 1 hereof.
Integrated Security Systems, Inc.
By: /S/ Richard B. Powell
Richard B. Powell
Vice President & Chief Accounting Officer
Option Holder:
/S/ Russell Cleveland
Name: Russell Cleveland
Renaissance Capital Growth & Income Fund III, Inc.
EXHIBIT 3
Integrated Security Systems, Inc.
1997 Omnibus Stock Plan Agreement
1. Grant of Incentive Stock Option. Pursuant to the Integrated Security
Systems, Inc. 1997 Omnibus Stock Plan (the "Plan") for employees and directors
of Integrated Security Systems, Inc., a Delaware corporation, or any of its
subsidiaries (the "Company"), the Company grants to Renaissance Capital Growth &
Income Fund III, Inc. an incentive stock option ("Stock Option") to purchase
from the Company a total of 4,366 full shares ("Optioned Shares") of common
stock, $0.01 par value ("Common Stock"), of the Company at $0.3400 per share
(being at least the fair market value per share of the Common Stock on this Date
of Grant), in the amounts, during the periods, and upon the terms and conditions
set forth in this Agreement. The Date of Grant of this Stock Option is July 27,
2001.
2. Time of Exercise. Except only a specifically provided elsewhere in this
Agreement, this Stock Option is exercisable immediately in its entirety.
3. Subject to Plan. This Stock Option and its exercise are subject to the
terms and conditions of the Plan, the terms of which are incorporated herein by
reference. The defined terms used herein that are defined in the Plan shall have
the same meanings assigned to them in the Plan. In addition, this Stock Option
is subject to any rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Option Holder in writing.
4. Term. This Stock Option will terminated at the first of the following:
(a) 5 pm on July 27, 2006.
(b) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates due to death or
disability.
(c) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates for any reason
other than death of disability.
5. Who May Exercise. Subject to the terms and conditions set forth in
Sections 2 and 4 above, during the lifetime of the Option Holder, this Stock
Option may be exercised only by the Option Holder, or by the Option Holder's
guardian. If the Option Holder's employment terminates as a result of death or
disability prior to the termination date specified in Section 4(a) hereof and
the Option Holder has not exercised this Stock option as to the percentage of
Optioned Shares set forth in Section 2 hereof as of the date of death or
disability, the following persons may exercise the exercisable portion of this
Stock Option as set forth in Section 2 hereof on behalf of the Option Holder at
any time prior to the earlier of the dates specified in Sections 4(a) or (b) or
(c) hereof: (i) if the Option Holder is disable, the guardian of the Option
Holder; or (ii) if the Option Holder dies, the personal representative of his
estate or the person who acquired the right to exercise this Stock option by
bequest or inheritance or by reason of the death of the Option Holder; provided
that this Stock Option shall remain subject to the other terms of this
Agreement, the Plan, and applicable laws, rules and regulations.
6. Restrictions on Exercise. This Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as the
Board or the Committee may from time to time adopt, this Stock Option may be
exercised only upon written notice to the Company of the number of shares being
purchased accompanied by the following:
(a) Full payment of the option price for the shares of stock being
purchased; and
Such other documents as the Company in its discretion deems necessary
to evidence the exercise, in whole or in part, of this Stock Option.
8. Nonassignability. This Stock option is not assignable or transferable by
the Option Holder except (i) by will or by the laws of descent and distribution
or (ii) pursuant to the terms of a qualified domestic relations order (as
defined in Section 411(a)(13) of the Code or Section 206(d)(3) of the Employee
Retirement Income Security Act of 1974, as amended), provided that in the case
of an Incentive Stock Option, such transfer or assignment may occur only to the
extent it will not result in disqualifying such option as an incentive stock
option under Section 422 of the Code, or any other successor provision.
9. Rights as Stockholder. The Option Holder will have no rights as a
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Option Holder for the shares.
Except as otherwise provided in Section 10 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
10. Adjustment of Number of shares and Related Matters. The Option Holder
understands that in the event of a stock dividend, stock split, change of
control, merger, consolidation, reorganization or recapitalization of the
Company, the number of shares which may be purchased upon exercise of this Stock
option, the time at which any Stock Option may be exercisable, and the exercise
price thereof may be adjusted in accordance with the Plan.
11. Option Holder's Representations. Notwithstanding any of the provisions
hereof, the Option Holder hereby agrees that he or she will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Option Holder hereunder, if the exercise thereof of the
issuance of such shares shall constitute a violation by the Option Holder or the
company of any provision or any law or regulation of any governmental authority
or shall not be in compliance with the listing requirements of a stock exchange
or an interdealer quotations system. Any determination in this connection by the
board shall be final, binding and conclusive. The obligations of the company and
the rights of the Option Holder are subject to all applicable laws, rules and
regulations including, without limitation, the 1934 Act, the Code, any
successors thereto, and any other applicable laws.
12. Investment Representation. Unless the Common Stock is issued to him or
her in a transaction registered under applicable federal and state securities
laws, by his or her execution hereof, the Option Holder represents and warrants
to the Company that all Common Stock which may be purchased hereunder will be
acquired by the Option Holder for investment purposes for his or her own account
and not with any intent for resale or distribution in violation of federal or
estate securities laws. Unless the Common Stock is issued to him in a
transaction registered under applicable federal and state securities laws, all
certificates issued with respect to the Common Stock shall bear an appropriate
restrictive investment legend.
13. Disqualifying Disposition. In the event that Common Stock acquired upon
exercise of a Stock Option pursuant to this Agreement is disposed of by an
Option Holder prior to the expiration of either two (2) years from the Date of
Grant of such Stock option or one (1) year from the transfer of shares to the
Option Holder pursuant to the exercise of such Stock option, such Option Holder
shall notify the company in writing of the date and terms of such disposition.
14. Governing Law. This Agreement is intended to be performed in the State
of Texas and shall be construed and enforced in accordance with and governed by
the laws of the State of Texas without reference to the conflicts of laws
provisions thereof.
15. No Rights to Continue Employment. Nothing in this Agreement confers
upon the Option Holder the right to continue in the employ of the company or any
subsidiary or interferes with or restricts in any way the right of the Company
to discharge the Option Holder at any time (subject to any contract rights of
the Option Holder).
16. Invalidity of Provision. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction. If any provision of this Agreement shall be adjudged
unreasonable in any judicial or administrative proceeding, the court or
administrative body shall have the power to reform such provision and, in its
changed form, such provision shall then be enforceable and shall be enforced.
In witness Whereof, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Option Holder, to evidence his or her
consent and approval of all the terms hereof, has duly executed this Agreement
as of the date specified in Section 1 hereof.
Integrated Security Systems, Inc.
By: /S/ Richard B. Powell
Richard B. Powell
Vice President & Chief Accounting Officer
Option Holder:
/S/ Russell Cleveland
Name: Russell Cleveland
Renaissance Capital Growth & Income Fund III, Inc.
EXHIBIT 4
Integrated Security Systems, Inc.
1997 Omnibus Stock Plan Agreement
1. Grant of Incentive Stock Option. Pursuant to the Integrated Security
Systems, Inc. 1997 Omnibus Stock Plan (the "Plan") for employees and directors
of Integrated Security Systems, Inc., a Delaware corporation, or any of its
subsidiaries (the "Company"), the Company grants to Renaissance Capital Growth &
Income Fund III, Inc. an incentive stock option ("Stock Option") to purchase
from the Company a total of 4,640 full shares ("Optioned Shares") of common
stock, $0.01 par value ("Common Stock"), of the Company at $0.3200 per share
(being at least the fair market value per share of the Common Stock on this Date
of Grant), in the amounts, during the periods, and upon the terms and conditions
set forth in this Agreement. The Date of Grant of this Stock Option is September
7, 2001.
2. Time of Exercise. Except only a specifically provided elsewhere in this
Agreement, this Stock Option is exercisable immediately in its entirety.
3. Subject to Plan. This Stock Option and its exercise are subject to the
terms and conditions of the Plan, the terms of which are incorporated herein by
reference. The defined terms used herein that are defined in the Plan shall have
the same meanings assigned to them in the Plan. In addition, this Stock Option
is subject to any rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Option Holder in writing.
4. Term. This Stock Option will terminated at the first of the following:
(a) 5 pm on September 7, 2006.
(b) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates due to death or
disability.
(c) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates for any reason
other than death of disability.
5. Who May Exercise. Subject to the terms and conditions set forth in
Sections 2 and 4 above, during the lifetime of the Option Holder, this Stock
Option may be exercised only by the Option Holder, or by the Option Holder's
guardian. If the Option Holder's employment terminates as a result of death or
disability prior to the termination date specified in Section 4(a) hereof and
the Option Holder has not exercised this Stock option as to the percentage of
Optioned Shares set forth in Section 2 hereof as of the date of death or
disability, the following persons may exercise the exercisable portion of this
Stock Option as set forth in Section 2 hereof on behalf of the Option Holder at
any time prior to the earlier of the dates specified in Sections 4(a) or (b) or
(c) hereof: (i) if the Option Holder is disable, the guardian of the Option
Holder; or (ii) if the Option Holder dies, the personal representative of his
estate or the person who acquired the right to exercise this Stock option by
bequest or inheritance or by reason of the death of the Option Holder; provided
that this Stock Option shall remain subject to the other terms of this
Agreement, the Plan, and applicable laws, rules and regulations.
6. Restrictions on Exercise. This Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as the
Board or the Committee may from time to time adopt, this Stock Option may be
exercised only upon written notice to the Company of the number of shares being
purchased accompanied by the following:
(a) Full payment of the option price for the shares of stock being
purchased; and
Such other documents as the Company in its discretion deems necessary
to evidence the exercise, in whole or in part, of this Stock Option.
8. Nonassignability. This Stock option is not assignable or transferable by
the Option Holder except (i) by will or by the laws of descent and distribution
or (ii) pursuant to the terms of a qualified domestic relations order (as
defined in Section 411(a)(13) of the Code or Section 206(d)(3) of the Employee
Retirement Income Security Act of 1974, as amended), provided that in the case
of an Incentive Stock Option, such transfer or assignment may occur only to the
extent it will not result in disqualifying such option as an incentive stock
option under Section 422 of the Code, or any other successor provision.
9. Rights as Stockholder. The Option Holder will have no rights as a
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Option Holder for the shares.
Except as otherwise provided in Section 10 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
10. Adjustment of Number of shares and Related Matters. The Option Holder
understands that in the event of a stock dividend, stock split, change of
control, merger, consolidation, reorganization or recapitalization of the
Company, the number of shares which may be purchased upon exercise of this Stock
option, the time at which any Stock Option may be exercisable, and the exercise
price thereof may be adjusted in accordance with the Plan.
11. Option Holder's Representations. Notwithstanding any of the provisions
hereof, the Option Holder hereby agrees that he or she will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Option Holder hereunder, if the exercise thereof of the
issuance of such shares shall constitute a violation by the Option Holder or the
company of any provision or any law or regulation of any governmental authority
or shall not be in compliance with the listing requirements of a stock exchange
or an interdealer quotations system. Any determination in this connection by the
board shall be final, binding and conclusive. The obligations of the company and
the rights of the Option Holder are subject to all applicable laws, rules and
regulations including, without limitation, the 1934 Act, the Code, any
successors thereto, and any other applicable laws.
12. Investment Representation. Unless the Common Stock is issued to him or
her in a transaction registered under applicable federal and state securities
laws, by his or her execution hereof, the Option Holder represents and warrants
to the Company that all Common Stock which may be purchased hereunder will be
acquired by the Option Holder for investment purposes for his or her own account
and not with any intent for resale or distribution in violation of federal or
estate securities laws. Unless the Common Stock is issued to him in a
transaction registered under applicable federal and state securities laws, all
certificates issued with respect to the Common Stock shall bear an appropriate
restrictive investment legend.
13. Disqualifying Disposition. In the event that Common Stock acquired upon
exercise of a Stock Option pursuant to this Agreement is disposed of by an
Option Holder prior to the expiration of either two (2) years from the Date of
Grant of such Stock option or one (1) year from the transfer of shares to the
Option Holder pursuant to the exercise of such Stock option, such Option Holder
shall notify the company in writing of the date and terms of such disposition.
14. Governing Law. This Agreement is intended to be performed in the State
of Texas and shall be construed and enforced in accordance with and governed by
the laws of the State of Texas without reference to the conflicts of laws
provisions thereof.
15. No Rights to Continue Employment. Nothing in this Agreement confers
upon the Option Holder the right to continue in the employ of the company or any
subsidiary or interferes with or restricts in any way the right of the Company
to discharge the Option Holder at any time (subject to any contract rights of
the Option Holder).
16. Invalidity of Provision. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction. If any provision of this Agreement shall be adjudged
unreasonable in any judicial or administrative proceeding, the court or
administrative body shall have the power to reform such provision and, in its
changed form, such provision shall then be enforceable and shall be enforced.
In witness Whereof, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Option Holder, to evidence his or her
consent and approval of all the terms hereof, has duly executed this Agreement
as of the date specified in Section 1 hereof.
Integrated Security Systems, Inc.
By: /S/ Richard B. Powell
Richard B. Powell
Vice President & Chief Accounting Officer
Option Holder:
/S/ Russell Cleveland
Name: Russell Cleveland
Renaissance Capital Growth & Income Fund III, Inc.
EXHIBIT 5
Integrated Security Systems, Inc.
1997 Omnibus Stock Plan Agreement
1. Grant of Incentive Stock Option. Pursuant to the Integrated Security
Systems, Inc. 1997 Omnibus Stock Plan (the "Plan") for employees and directors
of Integrated Security Systems, Inc., a Delaware corporation, or any of its
subsidiaries (the "Company"), the Company grants to Renaissance Capital Growth &
Income Fund III, Inc. an incentive stock option ("Stock Option") to purchase
from the Company a total of 3,030 full shares ("Optioned Shares") of common
stock, $0.01 par value ("Common Stock"), of the Company at $0.4900 per share
(being at least the fair market value per share of the Common Stock on this Date
of Grant), in the amounts, during the periods, and upon the terms and conditions
set forth in this Agreement. The Date of Grant of this Stock Option is October
26, 2001.
2. Time of Exercise. Except only a specifically provided elsewhere in this
Agreement, this Stock Option is exercisable immediately in its entirety.
3. Subject to Plan. This Stock Option and its exercise are subject to the
terms and conditions of the Plan, the terms of which are incorporated herein by
reference. The defined terms used herein that are defined in the Plan shall have
the same meanings assigned to them in the Plan. In addition, this Stock Option
is subject to any rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Option Holder in writing.
4. Term. This Stock Option will terminated at the first of the following:
(a) 5 pm on October 26, 2006.
(b) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates due to death or
disability.
(c) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates for any reason
other than death of disability.
5. Who May Exercise. Subject to the terms and conditions set forth in
Sections 2 and 4 above, during the lifetime of the Option Holder, this Stock
Option may be exercised only by the Option Holder, or by the Option Holder's
guardian. If the Option Holder's employment terminates as a result of death or
disability prior to the termination date specified in Section 4(a) hereof and
the Option Holder has not exercised this Stock option as to the percentage of
Optioned Shares set forth in Section 2 hereof as of the date of death or
disability, the following persons may exercise the exercisable portion of this
Stock Option as set forth in Section 2 hereof on behalf of the Option Holder at
any time prior to the earlier of the dates specified in Sections 4(a) or (b) or
(c) hereof: (i) if the Option Holder is disable, the guardian of the Option
Holder; or (ii) if the Option Holder dies, the personal representative of his
estate or the person who acquired the right to exercise this Stock option by
bequest or inheritance or by reason of the death of the Option Holder; provided
that this Stock Option shall remain subject to the other terms of this
Agreement, the Plan, and applicable laws, rules and regulations.
6. Restrictions on Exercise. This Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as the
Board or the Committee may from time to time adopt, this Stock Option may be
exercised only upon written notice to the Company of the number of shares being
purchased accompanied by the following:
(a) Full payment of the option price for the shares of stock being
purchased; and
Such other documents as the Company in its discretion deems necessary
to evidence the exercise, in whole or in part, of this Stock Option.
8. Nonassignability. This Stock option is not assignable or transferable by
the Option Holder except (i) by will or by the laws of descent and distribution
or (ii) pursuant to the terms of a qualified domestic relations order (as
defined in Section 411(a)(13) of the Code or Section 206(d)(3) of the Employee
Retirement Income Security Act of 1974, as amended), provided that in the case
of an Incentive Stock Option, such transfer or assignment may occur only to the
extent it will not result in disqualifying such option as an incentive stock
option under Section 422 of the Code, or any other successor provision.
9. Rights as Stockholder. The Option Holder will have no rights as a
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Option Holder for the shares.
Except as otherwise provided in Section 10 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
10. Adjustment of Number of shares and Related Matters. The Option Holder
understands that in the event of a stock dividend, stock split, change of
control, merger, consolidation, reorganization or recapitalization of the
Company, the number of shares which may be purchased upon exercise of this Stock
option, the time at which any Stock Option may be exercisable, and the exercise
price thereof may be adjusted in accordance with the Plan.
11. Option Holder's Representations. Notwithstanding any of the provisions
hereof, the Option Holder hereby agrees that he or she will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Option Holder hereunder, if the exercise thereof of the
issuance of such shares shall constitute a violation by the Option Holder or the
company of any provision or any law or regulation of any governmental authority
or shall not be in compliance with the listing requirements of a stock exchange
or an interdealer quotations system. Any determination in this connection by the
board shall be final, binding and conclusive. The obligations of the company and
the rights of the Option Holder are subject to all applicable laws, rules and
regulations including, without limitation, the 1934 Act, the Code, any
successors thereto, and any other applicable laws.
12. Investment Representation. Unless the Common Stock is issued to him or
her in a transaction registered under applicable federal and state securities
laws, by his or her execution hereof, the Option Holder represents and warrants
to the Company that all Common Stock which may be purchased hereunder will be
acquired by the Option Holder for investment purposes for his or her own account
and not with any intent for resale or distribution in violation of federal or
estate securities laws. Unless the Common Stock is issued to him in a
transaction registered under applicable federal and state securities laws, all
certificates issued with respect to the Common Stock shall bear an appropriate
restrictive investment legend.
13. Disqualifying Disposition. In the event that Common Stock acquired upon
exercise of a Stock Option pursuant to this Agreement is disposed of by an
Option Holder prior to the expiration of either two (2) years from the Date of
Grant of such Stock option or one (1) year from the transfer of shares to the
Option Holder pursuant to the exercise of such Stock option, such Option Holder
shall notify the company in writing of the date and terms of such disposition.
14. Governing Law. This Agreement is intended to be performed in the State
of Texas and shall be construed and enforced in accordance with and governed by
the laws of the State of Texas without reference to the conflicts of laws
provisions thereof.
15. No Rights to Continue Employment. Nothing in this Agreement confers
upon the Option Holder the right to continue in the employ of the company or any
subsidiary or interferes with or restricts in any way the right of the Company
to discharge the Option Holder at any time (subject to any contract rights of
the Option Holder).
16. Invalidity of Provision. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction. If any provision of this Agreement shall be adjudged
unreasonable in any judicial or administrative proceeding, the court or
administrative body shall have the power to reform such provision and, in its
changed form, such provision shall then be enforceable and shall be enforced.
In witness Whereof, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Option Holder, to evidence his or her
consent and approval of all the terms hereof, has duly executed this Agreement
as of the date specified in Section 1 hereof.
Integrated Security Systems, Inc.
By: /S/ Richard B. Powell
Richard B. Powell
Vice President & Chief Accounting Officer
Option Holder:
/S/ Russell Cleveland
Name: Russell Cleveland
Renaissance Capital Growth & Income Fund III, Inc.
EXHIBIT 6
Integrated Security Systems, Inc.
1997 Omnibus Stock Plan Agreement
1. Grant of Incentive Stock Option. Pursuant to the Integrated Security
Systems, Inc. 1997 Omnibus Stock Plan (the "Plan") for employees and directors
of Integrated Security Systems, Inc., a Delaware corporation, or any of its
subsidiaries (the "Company"), the Company grants to Renaissance Capital Growth &
Income Fund III, Inc. an incentive stock option ("Stock Option") to purchase
from the Company a total of 3,712 full shares ("Optioned Shares") of common
stock, $0.01 par value ("Common Stock"), of the Company at $0.4000 per share
(being at least the fair market value per share of the Common Stock on this Date
of Grant), in the amounts, during the periods, and upon the terms and conditions
set forth in this Agreement. The Date of Grant of this Stock Option is December
14, 2001.
2. Time of Exercise. Except only a specifically provided elsewhere in this
Agreement, this Stock Option is exercisable immediately in its entirety.
3. Subject to Plan. This Stock Option and its exercise are subject to the
terms and conditions of the Plan, the terms of which are incorporated herein by
reference. The defined terms used herein that are defined in the Plan shall have
the same meanings assigned to them in the Plan. In addition, this Stock Option
is subject to any rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Option Holder in writing.
4. Term. This Stock Option will terminated at the first of the following:
(a) 5 pm on December 14, 2006.
(b) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates due to death or
disability.
(c) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates for any reason
other than death of disability.
5. Who May Exercise. Subject to the terms and conditions set forth in
Sections 2 and 4 above, during the lifetime of the Option Holder, this Stock
Option may be exercised only by the Option Holder, or by the Option Holder's
guardian. If the Option Holder's employment terminates as a result of death or
disability prior to the termination date specified in Section 4(a) hereof and
the Option Holder has not exercised this Stock option as to the percentage of
Optioned Shares set forth in Section 2 hereof as of the date of death or
disability, the following persons may exercise the exercisable portion of this
Stock Option as set forth in Section 2 hereof on behalf of the Option Holder at
any time prior to the earlier of the dates specified in Sections 4(a) or (b) or
(c) hereof: (i) if the Option Holder is disable, the guardian of the Option
Holder; or (ii) if the Option Holder dies, the personal representative of his
estate or the person who acquired the right to exercise this Stock option by
bequest or inheritance or by reason of the death of the Option Holder; provided
that this Stock Option shall remain subject to the other terms of this
Agreement, the Plan, and applicable laws, rules and regulations.
6. Restrictions on Exercise. This Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as the
Board or the Committee may from time to time adopt, this Stock Option may be
exercised only upon written notice to the Company of the number of shares being
purchased accompanied by the following:
(a) Full payment of the option price for the shares of stock being
purchased; and
Such other documents as the Company in its discretion deems necessary
to evidence the exercise, in whole or in part, of this Stock Option.
8. Nonassignability. This Stock option is not assignable or transferable by
the Option Holder except (i) by will or by the laws of descent and distribution
or (ii) pursuant to the terms of a qualified domestic relations order (as
defined in Section 411(a)(13) of the Code or Section 206(d)(3) of the Employee
Retirement Income Security Act of 1974, as amended), provided that in the case
of an Incentive Stock Option, such transfer or assignment may occur only to the
extent it will not result in disqualifying such option as an incentive stock
option under Section 422 of the Code, or any other successor provision.
9. Rights as Stockholder. The Option Holder will have no rights as a
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Option Holder for the shares.
Except as otherwise provided in Section 10 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
10. Adjustment of Number of shares and Related Matters. The Option Holder
understands that in the event of a stock dividend, stock split, change of
control, merger, consolidation, reorganization or recapitalization of the
Company, the number of shares which may be purchased upon exercise of this Stock
option, the time at which any Stock Option may be exercisable, and the exercise
price thereof may be adjusted in accordance with the Plan.
11. Option Holder's Representations. Notwithstanding any of the provisions
hereof, the Option Holder hereby agrees that he or she will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Option Holder hereunder, if the exercise thereof of the
issuance of such shares shall constitute a violation by the Option Holder or the
company of any provision or any law or regulation of any governmental authority
or shall not be in compliance with the listing requirements of a stock exchange
or an interdealer quotations system. Any determination in this connection by the
board shall be final, binding and conclusive. The obligations of the company and
the rights of the Option Holder are subject to all applicable laws, rules and
regulations including, without limitation, the 1934 Act, the Code, any
successors thereto, and any other applicable laws.
12. Investment Representation. Unless the Common Stock is issued to him or
her in a transaction registered under applicable federal and state securities
laws, by his or her execution hereof, the Option Holder represents and warrants
to the Company that all Common Stock which may be purchased hereunder will be
acquired by the Option Holder for investment purposes for his or her own account
and not with any intent for resale or distribution in violation of federal or
estate securities laws. Unless the Common Stock is issued to him in a
transaction registered under applicable federal and state securities laws, all
certificates issued with respect to the Common Stock shall bear an appropriate
restrictive investment legend.
13. Disqualifying Disposition. In the event that Common Stock acquired upon
exercise of a Stock Option pursuant to this Agreement is disposed of by an
Option Holder prior to the expiration of either two (2) years from the Date of
Grant of such Stock option or one (1) year from the transfer of shares to the
Option Holder pursuant to the exercise of such Stock option, such Option Holder
shall notify the company in writing of the date and terms of such disposition.
14. Governing Law. This Agreement is intended to be performed in the State
of Texas and shall be construed and enforced in accordance with and governed by
the laws of the State of Texas without reference to the conflicts of laws
provisions thereof.
15. No Rights to Continue Employment. Nothing in this Agreement confers
upon the Option Holder the right to continue in the employ of the company or any
subsidiary or interferes with or restricts in any way the right of the Company
to discharge the Option Holder at any time (subject to any contract rights of
the Option Holder).
16. Invalidity of Provision. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction. If any provision of this Agreement shall be adjudged
unreasonable in any judicial or administrative proceeding, the court or
administrative body shall have the power to reform such provision and, in its
changed form, such provision shall then be enforceable and shall be enforced.
In witness Whereof, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Option Holder, to evidence his or her
consent and approval of all the terms hereof, has duly executed this Agreement
as of the date specified in Section 1 hereof.
Integrated Security Systems, Inc.
By: /S/ Richard B. Powell
Richard B. Powell
Vice President & Chief Accounting Officer
Option Holder:
/S/ Russell Cleveland
Name: Russell Cleveland
Renaissance Capital Growth & Income Fund III, Inc.
EXHIBIT 7
Integrated Security Systems, Inc.
1997 Omnibus Stock Plan Agreement
1. Grant of Incentive Stock Option. Pursuant to the Integrated Security
Systems, Inc. 1997 Omnibus Stock Plan (the "Plan") for employees and directors
of Integrated Security Systems, Inc., a Delaware corporation, or any of its
subsidiaries (the "Company"), the Company grants to Renaissance Capital Growth &
Income Fund III, Inc. an incentive stock option ("Stock Option") to purchase
from the Company a total of 4,124 full shares ("Optioned Shares") of common
stock, $0.01 par value ("Common Stock"), of the Company at $0.3600 per share
(being at least the fair market value per share of the Common Stock on this Date
of Grant), in the amounts, during the periods, and upon the terms and conditions
set forth in this Agreement. The Date of Grant of this Stock Option is February
22, 2002.
2. Time of Exercise. Except only a specifically provided elsewhere in this
Agreement, this Stock Option is exercisable immediately in its entirety.
3. Subject to Plan. This Stock Option and its exercise are subject to the
terms and conditions of the Plan, the terms of which are incorporated herein by
reference. The defined terms used herein that are defined in the Plan shall have
the same meanings assigned to them in the Plan. In addition, this Stock Option
is subject to any rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Option Holder in writing.
4. Term. This Stock Option will terminated at the first of the following:
(a) 5 pm on February 22, 2007.
(b) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates due to death or
disability.
(c) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates for any reason
other than death of disability.
5. Who May Exercise. Subject to the terms and conditions set forth in
Sections 2 and 4 above, during the lifetime of the Option Holder, this Stock
Option may be exercised only by the Option Holder, or by the Option Holder's
guardian. If the Option Holder's employment terminates as a result of death or
disability prior to the termination date specified in Section 4(a) hereof and
the Option Holder has not exercised this Stock option as to the percentage of
Optioned Shares set forth in Section 2 hereof as of the date of death or
disability, the following persons may exercise the exercisable portion of this
Stock Option as set forth in Section 2 hereof on behalf of the Option Holder at
any time prior to the earlier of the dates specified in Sections 4(a) or (b) or
(c) hereof: (i) if the Option Holder is disable, the guardian of the Option
Holder; or (ii) if the Option Holder dies, the personal representative of his
estate or the person who acquired the right to exercise this Stock option by
bequest or inheritance or by reason of the death of the Option Holder; provided
that this Stock Option shall remain subject to the other terms of this
Agreement, the Plan, and applicable laws, rules and regulations.
6. Restrictions on Exercise. This Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as the
Board or the Committee may from time to time adopt, this Stock Option may be
exercised only upon written notice to the Company of the number of shares being
purchased accompanied by the following:
(a) Full payment of the option price for the shares of stock being
purchased; and
(b) Such other documents as the Company in its discretion deems
necessary to evidence the exercise, in whole or in part, of this Stock
Option.
8. Nonassignability. This Stock option is not assignable or transferable by
the Option Holder except (i) by will or by the laws of descent and distribution
or (ii) pursuant to the terms of a qualified domestic relations order (as
defined in Section 411(a)(13) of the Code or Section 206(d)(3) of the Employee
Retirement Income Security Act of 1974, as amended), provided that in the case
of an Incentive Stock Option, such transfer or assignment may occur only to the
extent it will not result in disqualifying such option as an incentive stock
option under Section 422 of the Code, or any other successor provision.
9. Rights as Stockholder. The Option Holder will have no rights as a
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Option Holder for the shares.
Except as otherwise provided in Section 10 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
10. Adjustment of Number of shares and Related Matters. The Option Holder
understands that in the event of a stock dividend, stock split, change of
control, merger, consolidation, reorganization or recapitalization of the
Company, the number of shares which may be purchased upon exercise of this Stock
option, the time at which any Stock Option may be exercisable, and the exercise
price thereof may be adjusted in accordance with the Plan.
11. Option Holder's Representations. Notwithstanding any of the provisions
hereof, the Option Holder hereby agrees that he or she will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Option Holder hereunder, if the exercise thereof of the
issuance of such shares shall constitute a violation by the Option Holder or the
company of any provision or any law or regulation of any governmental authority
or shall not be in compliance with the listing requirements of a stock exchange
or an interdealer quotations system. Any determination in this connection by the
board shall be final, binding and conclusive. The obligations of the company and
the rights of the Option Holder are subject to all applicable laws, rules and
regulations including, without limitation, the 1934 Act, the Code, any
successors thereto, and any other applicable laws.
12. Investment Representation. Unless the Common Stock is issued to him or
her in a transaction registered under applicable federal and state securities
laws, by his or her execution hereof, the Option Holder represents and warrants
to the Company that all Common Stock which may be purchased hereunder will be
acquired by the Option Holder for investment purposes for his or her own account
and not with any intent for resale or distribution in violation of federal or
estate securities laws. Unless the Common Stock is issued to him in a
transaction registered under applicable federal and state securities laws, all
certificates issued with respect to the Common Stock shall bear an appropriate
restrictive investment legend.
13. Disqualifying Disposition. In the event that Common Stock acquired upon
exercise of a Stock Option pursuant to this Agreement is disposed of by an
Option Holder prior to the expiration of either two (2) years from the Date of
Grant of such Stock option or one (1) year from the transfer of shares to the
Option Holder pursuant to the exercise of such Stock option, such Option Holder
shall notify the company in writing of the date and terms of such disposition.
14. Governing Law. This Agreement is intended to be performed in the State
of Texas and shall be construed and enforced in accordance with and governed by
the laws of the State of Texas without reference to the conflicts of laws
provisions thereof.
15. No Rights to Continue Employment. Nothing in this Agreement confers
upon the Option Holder the right to continue in the employ of the company or any
subsidiary or interferes with or restricts in any way the right of the Company
to discharge the Option Holder at any time (subject to any contract rights of
the Option Holder).
16. Invalidity of Provision. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction. If any provision of this Agreement shall be adjudged
unreasonable in any judicial or administrative proceeding, the court or
administrative body shall have the power to reform such provision and, in its
changed form, such provision shall then be enforceable and shall be enforced.
In witness Whereof, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Option Holder, to evidence his or her
consent and approval of all the terms hereof, has duly executed this Agreement
as of the date specified in Section 1 hereof.
Integrated Security Systems, Inc.
By: /S/ Richard B. Powell
Richard B. Powell
Vice President & Chief Accounting Officer
Option Holder:
/S/ Russell Cleveland
Name: Russell Cleveland
Renaissance Capital Growth & Income Fund III, Inc.
EXHIBIT 8
Integrated Security Systems, Inc.
1997 Omnibus Stock Plan Agreement
1. Grant of Incentive Stock Option. Pursuant to the Integrated Security
Systems, Inc. 1997 Omnibus Stock Plan (the "Plan") for employees and directors
of Integrated Security Systems, Inc., a Delaware corporation, or any of its
subsidiaries (the "Company"), the Company grants to Renaissance Capital Growth &
Income Fund III, Inc. an incentive stock option ("Stock Option") to purchase
from the Company a total of 3,806 full shares ("Optioned Shares") of common
stock, $0.01 par value ("Common Stock"), of the Company at $0.3900 per share
(being at least the fair market value per share of the Common Stock on this Date
of Grant), in the amounts, during the periods, and upon the terms and conditions
set forth in this Agreement. The Date of Grant of this Stock Option is June 21,
2002.
2. Time of Exercise. Except only a specifically provided elsewhere in this
Agreement, this Stock Option is exercisable immediately in its entirety.
3. Subject to Plan. This Stock Option and its exercise are subject to the
terms and conditions of the Plan, the terms of which are incorporated herein by
reference. The defined terms used herein that are defined in the Plan shall have
the same meanings assigned to them in the Plan. In addition, this Stock Option
is subject to any rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Option Holder in writing.
4. Term. This Stock Option will terminated at the first of the following:
(a) 5 pm on June 21, 2007.
(b) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates due to death or
disability.
(c) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates for any reason
other than death of disability.
5. Who May Exercise. Subject to the terms and conditions set forth in
Sections 2 and 4 above, during the lifetime of the Option Holder, this Stock
Option may be exercised only by the Option Holder, or by the Option Holder's
guardian. If the Option Holder's employment terminates as a result of death or
disability prior to the termination date specified in Section 4(a) hereof and
the Option Holder has not exercised this Stock option as to the percentage of
Optioned Shares set forth in Section 2 hereof as of the date of death or
disability, the following persons may exercise the exercisable portion of this
Stock Option as set forth in Section 2 hereof on behalf of the Option Holder at
any time prior to the earlier of the dates specified in Sections 4(a) or (b) or
(c) hereof: (i) if the Option Holder is disable, the guardian of the Option
Holder; or (ii) if the Option Holder dies, the personal representative of his
estate or the person who acquired the right to exercise this Stock option by
bequest or inheritance or by reason of the death of the Option Holder; provided
that this Stock Option shall remain subject to the other terms of this
Agreement, the Plan, and applicable laws, rules and regulations.
6. Restrictions on Exercise. This Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as the
Board or the Committee may from time to time adopt, this Stock Option may be
exercised only upon written notice to the Company of the number of shares being
purchased accompanied by the following:
(a) Full payment of the option price for the shares of stock being
purchased; and
Such other documents as the Company in its discretion deems necessary
to evidence the exercise, in whole or in part, of this Stock Option.
8. Nonassignability. This Stock option is not assignable or transferable by
the Option Holder except (i) by will or by the laws of descent and distribution
or (ii) pursuant to the terms of a qualified domestic relations order (as
defined in Section 411(a)(13) of the Code or Section 206(d)(3) of the Employee
Retirement Income Security Act of 1974, as amended), provided that in the case
of an Incentive Stock Option, such transfer or assignment may occur only to the
extent it will not result in disqualifying such option as an incentive stock
option under Section 422 of the Code, or any other successor provision.
9. Rights as Stockholder. The Option Holder will have no rights as a
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Option Holder for the shares.
Except as otherwise provided in Section 10 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
10. Adjustment of Number of shares and Related Matters. The Option Holder
understands that in the event of a stock dividend, stock split, change of
control, merger, consolidation, reorganization or recapitalization of the
Company, the number of shares which may be purchased upon exercise of this Stock
option, the time at which any Stock Option may be exercisable, and the exercise
price thereof may be adjusted in accordance with the Plan.
11. Option Holder's Representations. Notwithstanding any of the provisions
hereof, the Option Holder hereby agrees that he or she will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Option Holder hereunder, if the exercise thereof of the
issuance of such shares shall constitute a violation by the Option Holder or the
company of any provision or any law or regulation of any governmental authority
or shall not be in compliance with the listing requirements of a stock exchange
or an interdealer quotations system. Any determination in this connection by the
board shall be final, binding and conclusive. The obligations of the company and
the rights of the Option Holder are subject to all applicable laws, rules and
regulations including, without limitation, the 1934 Act, the Code, any
successors thereto, and any other applicable laws.
12. Investment Representation. Unless the Common Stock is issued to him or
her in a transaction registered under applicable federal and state securities
laws, by his or her execution hereof, the Option Holder represents and warrants
to the Company that all Common Stock which may be purchased hereunder will be
acquired by the Option Holder for investment purposes for his or her own account
and not with any intent for resale or distribution in violation of federal or
estate securities laws. Unless the Common Stock is issued to him in a
transaction registered under applicable federal and state securities laws, all
certificates issued with respect to the Common Stock shall bear an appropriate
restrictive investment legend.
13. Disqualifying Disposition. In the event that Common Stock acquired upon
exercise of a Stock Option pursuant to this Agreement is disposed of by an
Option Holder prior to the expiration of either two (2) years from the Date of
Grant of such Stock option or one (1) year from the transfer of shares to the
Option Holder pursuant to the exercise of such Stock option, such Option Holder
shall notify the company in writing of the date and terms of such disposition.
14. Governing Law. This Agreement is intended to be performed in the State
of Texas and shall be construed and enforced in accordance with and governed by
the laws of the State of Texas without reference to the conflicts of laws
provisions thereof.
15. No Rights to Continue Employment. Nothing in this Agreement confers
upon the Option Holder the right to continue in the employ of the company or any
subsidiary or interferes with or restricts in any way the right of the Company
to discharge the Option Holder at any time (subject to any contract rights of
the Option Holder).
16. Invalidity of Provision. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction. If any provision of this Agreement shall be adjudged
unreasonable in any judicial or administrative proceeding, the court or
administrative body shall have the power to reform such provision and, in its
changed form, such provision shall then be enforceable and shall be enforced.
In witness Whereof, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Option Holder, to evidence his or her
consent and approval of all the terms hereof, has duly executed this Agreement
as of the date specified in Section 1 hereof.
Integrated Security Systems, Inc.
By: /S/ Richard B. Powell
Richard B. Powell
Vice President & Chief Accounting Officer
Option Holder:
/S/ Russell Cleveland
Name: Russell Cleveland
Renaissance Capital Growth & Income Fund III, Inc.
EXHIBIT 9
Integrated Security Systems, Inc.
1997 Omnibus Stock Plan Agreement
1. Grant of Incentive Stock Option. Pursuant to the Integrated Security
Systems, Inc. 1997 Omnibus Stock Plan (the "Plan") for employees and directors
of Integrated Security Systems, Inc., a Delaware corporation, or any of its
subsidiaries (the "Company"), the Company grants to Renaissance Capital Growth &
Income Fund III, Inc. an incentive stock option ("Stock Option") to purchase
from the Company a total of 4,789 full shares ("Optioned Shares") of common
stock, $0.01 par value ("Common Stock"), of the Company at $0.3100 per share
(being at least the fair market value per share of the Common Stock on this Date
of Grant), in the amounts, during the periods, and upon the terms and conditions
set forth in this Agreement. The Date of Grant of this Stock Option is August
22, 2002.
2. Time of Exercise. Except only a specifically provided elsewhere in this
Agreement, this Stock Option is exercisable immediately in its entirety.
3. Subject to Plan. This Stock Option and its exercise are subject to the
terms and conditions of the Plan, the terms of which are incorporated herein by
reference. The defined terms used herein that are defined in the Plan shall have
the same meanings assigned to them in the Plan. In addition, this Stock Option
is subject to any rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Option Holder in writing.
4. Term. This Stock Option will terminated at the first of the following:
(a) 5 pm on August 22, 2007.
(b) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates due to death or
disability.
(c) 5 pm on the date which is ninety (90) days following the date that
the Option Holder's employment with the Company terminates for any reason
other than death of disability.
5. Who May Exercise. Subject to the terms and conditions set forth in
Sections 2 and 4 above, during the lifetime of the Option Holder, this Stock
Option may be exercised only by the Option Holder, or by the Option Holder's
guardian. If the Option Holder's employment terminates as a result of death or
disability prior to the termination date specified in Section 4(a) hereof and
the Option Holder has not exercised this Stock option as to the percentage of
Optioned Shares set forth in Section 2 hereof as of the date of death or
disability, the following persons may exercise the exercisable portion of this
Stock Option as set forth in Section 2 hereof on behalf of the Option Holder at
any time prior to the earlier of the dates specified in Sections 4(a) or (b) or
(c) hereof: (i) if the Option Holder is disable, the guardian of the Option
Holder; or (ii) if the Option Holder dies, the personal representative of his
estate or the person who acquired the right to exercise this Stock option by
bequest or inheritance or by reason of the death of the Option Holder; provided
that this Stock Option shall remain subject to the other terms of this
Agreement, the Plan, and applicable laws, rules and regulations.
6. Restrictions on Exercise. This Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as the
Board or the Committee may from time to time adopt, this Stock Option may be
exercised only upon written notice to the Company of the number of shares being
purchased accompanied by the following:
(a) Full payment of the option price for the shares of stock being
purchased; and
Such other documents as the Company in its discretion deems necessary
to evidence the exercise, in whole or in part, of this Stock Option.
8. Nonassignability. This Stock option is not assignable or transferable by
the Option Holder except (i) by will or by the laws of descent and distribution
or (ii) pursuant to the terms of a qualified domestic relations order (as
defined in Section 411(a)(13) of the Code or Section 206(d)(3) of the Employee
Retirement Income Security Act of 1974, as amended), provided that in the case
of an Incentive Stock Option, such transfer or assignment may occur only to the
extent it will not result in disqualifying such option as an incentive stock
option under Section 422 of the Code, or any other successor provision.
9. Rights as Stockholder. The Option Holder will have no rights as a
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Option Holder for the shares.
Except as otherwise provided in Section 10 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
10. Adjustment of Number of shares and Related Matters. The Option Holder
understands that in the event of a stock dividend, stock split, change of
control, merger, consolidation, reorganization or recapitalization of the
Company, the number of shares which may be purchased upon exercise of this Stock
option, the time at which any Stock Option may be exercisable, and the exercise
price thereof may be adjusted in accordance with the Plan.
11. Option Holder's Representations. Notwithstanding any of the provisions
hereof, the Option Holder hereby agrees that he or she will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Option Holder hereunder, if the exercise thereof of the
issuance of such shares shall constitute a violation by the Option Holder or the
company of any provision or any law or regulation of any governmental authority
or shall not be in compliance with the listing requirements of a stock exchange
or an interdealer quotations system. Any determination in this connection by the
board shall be final, binding and conclusive. The obligations of the company and
the rights of the Option Holder are subject to all applicable laws, rules and
regulations including, without limitation, the 1934 Act, the Code, any
successors thereto, and any other applicable laws.
12. Investment Representation. Unless the Common Stock is issued to him or
her in a transaction registered under applicable federal and state securities
laws, by his or her execution hereof, the Option Holder represents and warrants
to the Company that all Common Stock which may be purchased hereunder will be
acquired by the Option Holder for investment purposes for his or her own account
and not with any intent for resale or distribution in violation of federal or
estate securities laws. Unless the Common Stock is issued to him in a
transaction registered under applicable federal and state securities laws, all
certificates issued with respect to the Common Stock shall bear an appropriate
restrictive investment legend.
13. Disqualifying Disposition. In the event that Common Stock acquired upon
exercise of a Stock Option pursuant to this Agreement is disposed of by an
Option Holder prior to the expiration of either two (2) years from the Date of
Grant of such Stock option or one (1) year from the transfer of shares to the
Option Holder pursuant to the exercise of such Stock option, such Option Holder
shall notify the company in writing of the date and terms of such disposition.
14. Governing Law. This Agreement is intended to be performed in the State
of Texas and shall be construed and enforced in accordance with and governed by
the laws of the State of Texas without reference to the conflicts of laws
provisions thereof.
15. No Rights to Continue Employment. Nothing in this Agreement confers
upon the Option Holder the right to continue in the employ of the company or any
subsidiary or interferes with or restricts in any way the right of the Company
to discharge the Option Holder at any time (subject to any contract rights of
the Option Holder).
16. Invalidity of Provision. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction. If any provision of this Agreement shall be adjudged
unreasonable in any judicial or administrative proceeding, the court or
administrative body shall have the power to reform such provision and, in its
changed form, such provision shall then be enforceable and shall be enforced.
In witness Whereof, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Option Holder, to evidence his or her
consent and approval of all the terms hereof, has duly executed this Agreement
as of the date specified in Section 1 hereof.
Integrated Security Systems, Inc.
By: /S/ Richard B. Powell
Richard B. Powell
Vice President & Chief Accounting Officer
Option Holder:
/S/ Russell Cleveland
Name: Russell Cleveland
Renaissance Capital Growth & Income Fund III, Inc.