EXHIBIT 10.10
THE A CONSULTING TEAM, INC. 1997 STOCK OPTION AND AWARD PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
1. GRANT OF OPTION. The A Consulting Team, Inc. (the "Company") hereby
grants to (the "Participant") under The A Consulting Team, Inc. 1997
Stock Option and Award Plan (the "Plan"), as a separate incentive in
connection with his or her employment or service with the Company or a
Subsidiary and not in lieu of any fees or other compensation for his or
her services, a nonqualified stock option ("Option") to purchase, on the
terms and conditions set forth in this Agreement and the Plan, all or any
part of an aggregate of [NUMBER OF OPTIONS] shares of authorized but
unissued or treasury shares of the Company's common stock, $0.01 par
value ("Shares"), at the purchase price set forth in Paragraph 2 of this
Agreement. The Option granted hereby is not intended to be an incentive
stock option (within the meaning of section 422 of the Internal Revenue
Code of 1986, as amended).
2. OPTION PRICE. The purchase price per Share for this Option (the "Option
Price") shall be [XXXXX XXXXX], which is one hundred percent (100%) of
the Fair Market Value per Share on [GRANT DATE] the effective date of
this Agreement (the "Grant Date").
3. NUMBER OF SHARES. The number and class of Shares specified in Paragraph 1
of this Agreement, and/or the Option Price, are subject to appropriate
adjustment by the Committee in the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation, stock dividend,
split-up, Share combination or other change in the corporate structure of
the Company affecting the Shares; provided, however, that the number of
Shares subject to this Option shall always be a whole number. Subject to
any required action of the stockholders of the Company, if the Company is
the surviving corporation in any merger or consolidation, this Option (to
the extent that it is still outstanding) shall pertain to and apply to
the securities to which a holder of the same number of Shares that are
then subject to the Option would have been entitled.
4. VESTING SCHEDULE. This Option is exercisable effective on the date of
grant. In the event of a change of control, as herein after defined, all
options shall become immediately vested and exercisable. For purposes of
this Agreement, change of control shall mean a direct or indirect change
in the ownership or control of Company by purchase, merger,
consolidation, reorganization, lease, exchange or transfer or sale of all
or substantially all of the assets and/or outstanding stock of Company,
taking the Company private with less than ten percent (10%) of the
outstanding stock being in the public market, or any other business
transaction involving Company or any combination of the foregoing
transactions.
5. EXPIRATION OF OPTION. In the event of the Participant's Termination of
Service for any reason other than death or Disability, the Participant
may, within three (3) months after the date of the Termination, or within
five (5) years from the Grant Date, whichever shall first occur, exercise
any vested but unexercised portion of this Option. In the event of the
Participant's Termination of Service due to Disability, the Participant
may, within one (1) year after the date of the Termination, or within
five (5) years from the Grant Date, whichever shall first occur, exercise
any vested but unexercised portion of this Option.
6. DEATH OF THE PARTICIPANT. In the event that the Participant dies while in
the employ or service of the Company or a Subsidiary, or during the three
(3) month or one (1) year periods referred to in Paragraph 5 of this
Agreement, the Participant's designated beneficiary or beneficiaries, or
if no beneficiary survives the Participant, the administrator or executor
of the Participant's estate, may, within one (1) year after the date of
the Participant's death, exercise any vested but unexercised portion of
this Option. Any such transferee must furnish the Company (a) written
notice of his or her status as a transferee, (b) evidence satisfactory to
the Company to establish the validity of the transfer of this Option and
compliance with any laws or regulations pertaining to such transfer, and
(c) written acceptance of the terms and conditions of this Option as set
forth in this Agreement.
7. PERSONS ELIGIBLE TO EXERCISE. This Option shall be exercisable during the
Participant's lifetime only by the Participant. This Option is not
transferable, except that the Participant may transfer this Option (a) by
a valid beneficiary designation made in a form and manner acceptable to
the Committee, or (b) by will or the applicable laws of descent and
distribution.
8. EXERCISE OF OPTION. This Option may be exercised by the person then
entitled to do so as to any Shares which may then be purchased (a) by
giving written notice of exercise to the Secretary of the Company (or his
or her designee), specifying the number of full Shares to be purchased
and accompanied by full payment of the Option Price thereof (and the
amount of any income tax the Company is required by law to withhold by
reason of such exercise), and (b) by giving satisfactory assurances in
writing if requested by the Company, signed by the person exercising the
Option, that the Shares to be purchased upon such exercise are being
purchased for investment and not with a view to the distribution thereof.
The Option Price shall be payable in the legal tender of the United
States or, in the discretion of the Committee, in Shares or in a
combination of such legal tender or Shares.
9. SUSPENSION OF EXERCISABILITY. If at any time the Committee shall
determine, in its discretion, that (a) the listing, registration or
qualification of the Shares upon any securities exchange or under any
domestic or foreign law, or (b) the consent or approval of any
governmental regulatory authority, is necessary or desirable as a
condition of the purchase of Shares hereunder, this Option may not be
exercised, in whole or in part, unless and until such listing,
registration, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Committee. The
Company shall make reasonable efforts to meet the requirements of any
such domestic or foreign law or securities exchange and to obtain any
such consent or approval of any such governmental authority.
10. NO RIGHTS OF STOCKHOLDER. Neither the Participant nor any person claiming
under or through the Participant shall be or have any of the rights or
privileges of a stockholder of the Company in respect of any of the
Shares issuable pursuant to the exercise of this Option, unless and until
certificates representing such Shares shall have been issued, recorded on
the records of the Company or its transfer agents or registrars, and
delivered to the Participant (or such other person).
11. NO EFFECT ON EMPLOYMENT OR SERVICE. Nothing in this Agreement or the Plan
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate the Participant's employment or service at any
time, with or without cause.
12. WITHHOLDING. Whenever Shares are to be issued to the Participant (or any
transferee) in satisfaction of the rights conferred hereby, the Company
shall have the right to require the Participant (or transferee) to remit
to the Company an amount sufficient to satisfy applicable federal, state
and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares.
13. ADDRESSES FOR NOTICES. Any notice to be given to the Company under the
terms of this Agreement shall be addressed to the Company, in care of its
Secretary, at 000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx,
00000, or at such other address as the Company may hereafter designate in
writing. Any notice to be given to the Participant shall be addressed to
the Participant at the address set forth beneath the Participant's
signature hereto, or at such other address as the Participant may
hereafter designate in writing.
14. OPTION IS NOT TRANSFERABLE. Except as otherwise provided herein, this
Option and the rights and privileges conferred hereby shall not be
transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to sale under
execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this Option, or of
any right or privilege conferred hereby, or upon any attempted sale under
any execution, attachment or similar process, this Option and the rights
and privileges conferred hereby immediately shall become null and void.
15. MAXIMUM TERM OF OPTION. Notwithstanding any contrary provision of this
Agreement, except Paragraph 6 above relating to the death of the
Participant (in which case this Option is exercisable to the extent set
forth therein), this Option is not exercisable after the expiration of
five (5) years from the Grant Date.
16. BINDING AGREEMENT. Subject to the limitation on the transferability of
this Option contained herein, this Agreement shall be binding upon and
inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.
17. PLAN GOVERNS. This Agreement is subject to all of the terms and
provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan shall govern. Capitalized terms and phrases used
and not defined in this Agreement shall have the meaning set forth in the
Plan.
18. COMMITTEE AUTHORITY. The Committee shall have the power to interpret the
Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith.
All actions taken and all interpretations and determinations made by the
Committee in such connection shall be final and binding upon the
Participant, the Company and all other interested persons, and shall be
given the maximum deference permitted by law. No member of the Committee
shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this
Agreement.
19. CAPTIONS. The captions provided herein are for convenience only and are
not to serve as a basis for interpretation or construction of this
Agreement.
20. AGREEMENT SEVERABLE. In the event that any provision in this Agreement
shall be held invalid or unenforceable, such provision shall be severable
from, and such invalidity or unenforceability shall not be construed to
have any effect on, the remaining provisions of this Agreement.
21. MODIFICATIONS TO THE AGREEMENT. This Agreement constitutes the entire
understanding of the parties on the subjects covered. The Participant
expressly warrants that he or she is not executing this Agreement in
reliance on any promises, representations, or inducements other than
those contained herein. Modifications to this Agreement or the Plan can
be made only in an express written contract executed by a duly authorized
officer of the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate, effective as of the Grant Date.
THE A CONSULTING TEAM, INC.
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Xxxxxx XxxXxx Signature
Chairman, Chief Executive Officer
and President
