ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 5, 2006, the Compensation Committee of the Board of Directors of Patriot
Scientific Corporation (the "Company"), approved the entering into of a
Non-Qualified Stock Option Agreement (the "Agreement") by and between the
Company and David H. Pohl, President, Chief Executive Officer and Director of
the Company.
Under the terms of the Agreement, the Company granted Mr. Pohl the right,
privilege and option ("Option") to purchase 1,500,000 shares of the common stock
of the Company at an exercise price of $0.165 per share. The Option was fully
vested upon grant and must be exercised within the earlier of (i) August 15,
2007, or (ii) three months after the first date that Mr. Pohl is no longer an
officer or director of the Company. The Option's exercise price can be paid (a)
in cash or certified bank or cashier's check, (b) in securities of the Company
having a fair market value equal to the exercise price, (c) by cashless
exercise, or (d) any combination of the above. Mr. Pohl will have no rights as a
stockholder with respect to any stock underlying the Option until the date of
issuance of a certificate for such stock.
The description of the Agreement and its terms is only a summary and is
qualified in its entirety by the full text of such document, which is filed as
an exhibit hereto and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
NO. DESCRIPTION
10.2 Non-Qualified Stock Option Agreement by and between Patriot
Scientific Corporation and David H. Pohl, entered into as of June 5,
2006.
