EXHIBIT 4.5
FORM OF CONSULTANT OPTIONS
COMPLETE MANAGEMENT, INC.
STOCK OPTION AGREEMENT
COMPLETE MANAGEMENT, INC., a New York corporation (the "Company"),
hereby grants to ___________________ (the "Optionee") stock options (each an
"Option" and collectively the "Options") to purchase a total of __________
shares (each a "Share" and collectively the "Shares") of the Company's common
stock, par value $.001 per share (the "Common Stock") on the terms and
conditions set forth herein.
1. Term.
(a) The Options are granted on the date first above written.
(b) The Options shall expire at the close of business on February 4,
2002 (the "Termination Date").
2. Price.
The purchase price upon exercise of an Option is $_______ per Share.
3. Characterization of Options.
The Options granted pursuant to this Agreement are intended to
constitute non-qualified stock options subject to Section 83 of the Internal
Revenue Code of 1986, as amended (the "Code"). The Options granted pursuant to
this Agreement are not intended to be Incentive Stock Options, as defined in
section 422 of the Code.
4. Written Notice of Exercise.
The Options may be exercised only by delivering to the Secretary of the
Company, at its principal office within the time specified in Paragraph 1 or
such shorter time as is otherwise provided for herein, a written notice of
exercise substantially in the form described in Paragraph 9.
5. Anti-Dilution Provisions.
(a) Subject to any required action by the stockholders of the Company,
the number of Shares covered by the Options shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split or the payment of any stock dividend with respect
to the Common Stock of the Company, or any other increase or decrease in the
number of issued shares of Common Stock effected without the receipt of
consideration by the Company. No change shall be made in the aggregate purchase
price to be paid for the Shares, but the aggregate purchase price shall be
allocated among all the Shares after giving effect to the adjustment; provided,
however, that any fractional Shares resulting from any such adjustment shall be
eliminated.
(b) In the event of a proposed dissolution or liquidation of the
Company, or in the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger of the Company with or into any other
corporation, the Board of Directors of the Company (the "Board") shall, as to
outstanding Options, either (i) make appropriate provision for the protection of
any such outstanding Options by the substitution on an equitable basis of
appropriate stock of the Company or of the merged, consolidated or otherwise
reorganized corporation which will be issuable in respect to one share of Common
Stock; provided, only that the excess of the aggregate fair market value of the
Shares immediately after such substitution over the purchase price thereof is
not more than the excess of the aggregate fair market value of the Shares
subject to such options immediately before such substitution over the purchase
price thereof, or (ii) upon written notice to the Optionee, provide that all
unexercised Options must be exercised within a specified number of days of the
date of such notice or they will be terminated. In any such case, the Board may,
in its discretion, advance the lapse of any waiting or installment periods and
exercise dates.
6. Investment Representation and Legend of Certificates.
Optionee agrees that until such time as a registration statement under
the Securities Act of 1933, as amended, becomes effective with respect to the
Option and/or the Shares, the Optionee is taking the Options and will take the
Shares for investment purposes only and not for resale or distribution. The
Company shall have the right to place upon the face of any stock certificate or
certificates evidencing the Shares such legend as the Board may prescribe for
the purpose of preventing disposition of the Shares in violation of the
Securities Act of 1933, as amended.
7. Certain Rights Not Conferred by Options.
The Optionee shall not, by virtue of holding the Options, be
entitled to any rights of a stockholder in the Company.
8. Expenses.
The Company shall pay all original issue and transfer taxes with
respect to the issuance and transfer of the Shares pursuant hereto and all other
fees and expenses necessarily incurred by the Company in connection therewith.
9. Exercise of Options.
(a) Notwithstanding any other provision of this Agreement, the Options
shall vest and become exercisable on the date hereof.
(b) An Option shall be exercisable by written notice of such exercise,
in the form prescribed by the Board or the committee appointed by the Board to
administer the Plan, to the Secretary of the Company, at its principal office.
The notice shall specify the number of Options being exercised (which number, if
less than all of the Options then subject to exercise, shall be 100 or a
multiple thereof) and shall be accompanied by payment (i) in cash or by check in
the amount of the full purchase price of such Shares or (ii) in such other
manner as the Board or the Committee shall deem acceptable. With respect to
Options which constitute non-qualified stock options and are granted to
employees of the Company, such notice must also be accompanied by a payment, in
cash or check, in an amount equal to the withholding taxes (income and
employment) payable with respect to such exercise.
(c) No Shares shall be delivered upon exercise of any Option until all
laws, rules and regulations which the Board may deem applicable have been
complied with. If a registration statement under the Securities Act of 1933, as
amended, is not then in effect with respect to the Shares issuable upon such
exercise, the Company may require as a condition precedent that the person
exercising the Options give to the Company a written representation and
undertaking, satisfactory in form and substance to the Board, that such person
is acquiring the Shares for their own account for investment purposes only and
not with a view to the distribution thereof.
(d) The person exercising an Option shall not be considered a record
holder of the Shares so purchased for any purpose until the date on which such
person is actually recorded as the holder of such Shares in the records of the
Company.
COMPLETE MANAGEMENT, INC.
By: _____________________________________
Xxxxxx Xxxxxxxxxx, Chief Executive Officer
Accepted as of the date first set forth above.
______________________________
By: __________________________
