Exhibit 10.37
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT dated as of ______________, between
DATA SYSTEMS & SOFTWARE INC., a Delaware corporation (the "Company"), and
________ (the "Optionee").
Preliminary Statement
Pursuant to the Company's 1995 Stock Option Plan for
Nonmanagement Employees (the "Plan"), and the authority delegated to him by the
Board of Directors, on ________________, the Company's Chief Executive Officer
(the "Authorized Officer") granted to the Optionee an option to purchase
_________ shares of the Company's Common Stock, par value $.01 per share
("Common Stock"), subject to the Plan and the terms and conditions set forth
herein.
Accordingly, the parties hereto agree as follows:
1. Grant of Option. Subject to the Plan and the terms and
conditions of this Agreement, the Company hereby grants to Optionee the option
(the "Option") to purchase from the Company up to ______________ shares of
Common Stock (the "Shares") at a price per share of $______. The number of
shares to which this Option pertains and the price per share at which this
Option may be exercised are subject to adjustment in accordance with the
provisions of the Plan.
2. Plan Governs Terms of Option. The Option is subject in all
respects to the terms and conditions of the Plan.
3. Type of Option. The Option is not intended to qualify as an
"incentive stock option" within the meaning of Section 422A of the Internal
Revenue Code of 1986, as amended.
4. Time of Exercise of Option. This Option may be exercised as
to not more than _______ of the Shares at any time after ___________________, as
to not more than __________ of the Shares at any time after ______________ and
all the Shares at any time after ____________ unless this Option has been
terminated in accordance with the provisions of Paragraph 5.
5. Termination of Option. This Option shall immediately
terminate after _______________, or upon the earlier termination of the
Optionee's employment with the Company (including, for this purpose, any
subsidiary of the Company), except that if the date of such termination is after
______________, the Optionee's right to exercise the unexercised portion of this
Option shall continue to be exercisable but only as to the number of Shares as
to which it would otherwise have been exercisable for __ months after the date
of such termination (but in no event later than _____________). The Optionee's
right to exercise any portion of this Option after termination of the Optionee's
employment with the Company shall be subject to the satisfaction of the
conditions precedent that the Optionee not take any action adversely affecting
the Company.
6. Manner of Exercise. This Option may be exercised by the
delivery to the Company of a written notice signed by the Optionee in the form
of Exhibit A hereto, together with either (i) full payment of the purchase price
therefor in cash or by certified check payable to the order of the Company or
(ii) irrevocable instructions to a broker designated or approved by the Company
to sell Shares issuable upon exercise of this Option and promptly deliver to the
Company a portion of the proceeds thereof equal to the exercise price and any
applicable withholding taxes. As provided in the Plan, the Optionee may be
required to remit to the Company an amount sufficient to satisfy any federal,
state or local withholding tax requirements prior to delivering to Optionee any
shares purchased upon exercise of this Option. This Option may not be exercised
with respect to a fractional share.
7. Restriction on Transfer. This Option may not be assigned or
transferred except by will or the law of descent and distribution and during the
Optionee's lifetime may be exercised only by Optionee.
8. Notice. Any notice or communication to the Company
hereunder shall be in writing and shall be deemed to have been duly given when
delivered in person, or by United States mail, to the following address (or to
such other address as the Company shall from time to time specify):
Data Systems & Software Inc.
000 Xxxxx 00
Xxxxxx, Xxx Xxxxxx 00000
Attention: Secretary
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
DATA SYSTEMS & SOFTWARE INC.
By
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Name: Xxxxxx Xxxxxxxxxxx
Title: President and CEO
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Optionee
2
EXHIBIT A TO STOCK OPTION AGREEMENT
OPTION EXERCISE FORM
DATA SYSTEMS & SOFTWARE INC.
000 XXXXX 00
XXXXXX, XX 00000
Gentlemen:
I hereby exercise the following portion of the stock option
that has heretofore been granted to me as follows:
Date of grant________________________
Exercise price per share $________________________
Number of shares underlying option grant______________________
Number of shares underlying option held_______________________
Number of shares for which option being exercised hereby______
In connection with this exercise [check one]:
_____ I enclose my check in the amount of $______________
_____ I am delivering to a broker designated or approved by
the Company irrevocable instructions to (i) sell shares of Common Stock acquired
upon exercise and (ii) promptly deliver to the Company a portion of the proceeds
thereof equal to the exercise price and any applicable withholding taxes.
I hereby agree to execute whatever other documents are
necessary in order to comply with the Plan and any applicable legal requirements
in connection with the issuance of the stock to me pursuant to the Plan.
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Optionee (Signature) Social Security Number
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Please print name
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Date Address
