CHECKPOINT STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of March 11, 1997 (the "Agreement"), by and between ULTRAK,
INC., a Delaware corporation ("Grantee"), and CHECKPOINT SYSTEMS, INC., a Pennsylvania corporation
A. The Plan. Grantee and Issuer are concurrently herewith entering an Agreement and Plan of Reorganization,
dated as of the date hereof (the "Plan"), providing for, among other things, the merger of Grantee with and into C
U MERGER CORP., a Delaware corporation ("Merger Sub"), with Merger Sub being the surviving corporation.
B. Condition to Plan. As a condition and inducement to Grantee's execution of the Plan, Grantee has required
that Issuer agree, and Issuer has agreed, to grant Grantee the Option (as hereinafter defined).
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties,
covenants and agreements set forth herein and in the Plan, and intending to be legally bound hereby, Issuer and
Grantee agree as follows:
1. Defined Terms. Capitalized terms which are used but not defined herein shall have the meanings ascribed to
such terms in the Plan.
2. Grant of Option. Subject to the terms and conditions set forth herein, Issuer hereby grants to Grantee an
irrevocable option (the "Option") to purchase a number of shares of common stock, par value $0.10 per share
("Issuer Common Stock"), of Issuer as shall, after exercise and as adjusted as set forth herein, be equal to 19.9%
of the issued and outstanding shares of Issuer Common Stock) (the "Option Shares") at a purchase price per
Option Share (as adjusted as set forth herein, the "Purchase Price") equal to $20.94.
3. Exercise of Option.
(a) Provided that (i) Grantee or Holder (as hereinafter defined), as applicable, shall not be in material breach of
the agreements or covenants contained in this Agreement, and (ii) no preliminary or permanent injunction or other
order against the delivery of shares covered by the Option issued by any c