Exhibit 10.12
THE JUDGE GROUP, INC.
1996 INCENTIVE STOCK OPTION AND
NON-QUALIFIED STOCK OPTION PLAN
FOR KEY EMPLOYEES AND NON-EMPLOYEE DIRECTORS
(As Amended and Restated Effective June 9, 1998)
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS
NON-QUALIFIED STOCK OPTION AGREEMENT made as of the 10th day
of June, 1998 (the "Grant Date"), between The Judge Group, Inc., a Pennsylvania
corporation (the "Company"), and Xxxxxxxx X. Xxxxxxxxx, a Non-Employee Director
of the Company (the "Non-Employee Director").
WHEREAS, the Company desires to afford the Non-Employee
Director an opportunity to purchase shares of common stock of the Company
("Common Stock") as hereinafter provided, in accordance with the provisions of
THE JUDGE GROUP, INC. 1996 INCENTIVE STOCK OPTION AND NON-QUALIFIED STOCK OPTION
PLAN FOR KEY EMPLOYEES AND NON-EMPLOYEE DIRECTORS (As Amended and Restated
Effective June 9, 1998) (the "Plan"), a copy of which is attached.
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the legal
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereunder, agree as follows:
1. Grant of Option. The Company hereby grants to the
Non-Employee Director the right and option (the "Option") to purchase all or any
part of an aggregate of 10,000 shares of Common Stock. The Option is in all
respects limited and conditioned as hereinafter provided, and is subject to the
terms and conditions of the Plan now in effect and as they may be amended from
time to time (but only to the extent any such amendment applies to outstanding
options). The terms and conditions of the Plan are and automatically shall be
incorporated herein by reference and made a part hereof and shall control in the
event of any conflict with any other terms of this Option Agreement. The Option
granted hereunder is a non-qualified stock option ("NQSO").
2. Purchase Price. The purchase price per share of the shares
of Common Stock covered by the Option shall be $4.938. It is the determination
of the Company's Stock Option Committee (the "Committee") that the Option price
is equal to the greater of one hundred percent of the fair market value of a
share of Common Stock, or the par value thereof, on the Grant Date.
3. Term. Unless earlier terminated pursuant to any provision
of the Plan or of this Option Agreement, this Option shall expire on June 10,
2008 (the "Expiration Date"), which date is ten years from the Grant Date. This
Option shall not be exercisable on or after the Expiration Date.
4. Exercise of Option. Subject to Section 10 of the Plan and
to Paragraphs 3, 8, 9 and 10 of this Option Agreement, this Option may be
exercised in three equal annual installments commencing with the first
anniversary of the Grant Date but only if the Non-Employee Director has attended
at least seventy-five percent of the Board of Director meetings during the
twelve-month period immediately preceding the date the annual installment first
becomes exercisable. In the event the Non-Employee Director fails to attend at
least seventy-five percent of the Board of Director meetings during the
twelve-month period immediately preceding the date the annual installment first
becomes exercisable, the shares with respect to which the Option otherwise would
have become exercisable in that installment shall not be exercisable but shall
be cancelled and shall be available for other grants under the Plan. Options
that become exercisable in accordance with the foregoing shall remain
exercisable, subject to the provisions contained in the Plan and in this Option
Agreement, until the expiration of the term of this Option as set forth in
Paragraph 3 or until other termination of the Option.
5. Method of Exercising Option. Subject to the terms and
conditions of this Option Agreement and the Plan, the Option may be exercised
upon written notice to the Company, at its principal office, which is
located at Xxx Xxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxx, Xxxxxxxxxxxx 00000-1510. Such
notice (a suggested form of which is attached) shall state the election to
exercise the Option and the number of shares with respect to which it is being
exercised; shall be signed by the person or persons so exercising the Option;
shall, if the Company so requests, be accompanied by the investment certificate
referred to in Paragraph 6 hereof and shall be accompanied by payment of the
full Option price of such shares. Only full shares will be issued. Any
fractional shares will be forfeited.
The Option price shall be paid to the Company:
(a) In cash, or in its equivalent, or
(b) In whole or in part through the transfer of shares of
Common Stock previously acquired by the Non-Employee Director, provided
the shares of Common Stock so transferred have been held by the
Non-Employee Director for more than 12 months on the date of exercise.
In the event the Option price is paid, in whole or in part,
with shares of Common Stock, the portion of the exercise price so paid shall
equal the fair market value (as defined in the Plan) of such shares on the date
of exercise.
Upon receipt of such notice and payment, the Company, as
promptly as practicable, shall deliver or cause to be delivered a certificate or
certificates representing the shares with respect to which the Option is so
exercised. The certificate or certificates for the shares as to which the Option
shall have been so exercised shall be registered in the name of the person or
persons so exercising the Option (or, if the Option shall be exercised by the
Non-Employee Director and if the Non-Employee Director shall so request in the
notice exercising the Option, shall be registered in the name of the
Non-Employee Director and the Non-Employee Director's spouse, jointly, with
right of survivorship) and shall be delivered as provided above to or upon the
written order of the person or persons exercising the Option. In the event the
Option shall be exercised by any person or persons after the legal disability or
death of the Non-Employee Director, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and non-assessable by the Company.
6. Shares to be Purchased for Investment. Unless the Company
has theretofore notified the Non-Employee Director that a registration statement
covering the shares to be acquired upon the exercise of the Option has become
effective under the Securities Act of 1933 and the Company has not thereafter
notified the Non-Employee Director that such registration is no longer
effective, it shall be a condition to any exercise of this Option that the
shares acquired upon such exercise be acquired for investment and not with a
view to distribution, and the person effecting such exercise shall submit to the
Company a certificate of such investment intent, together with such other
evidence supporting the same as the Company may request. The Company shall be
entitled to restrict the transferability of the shares issued upon any such
exercise to the extent necessary to avoid a risk of violation of the Securities
Act of 1933 (or of any rules or regulations promulgated thereunder) or of any
state laws or regulations. Such restrictions may, at the option of the Company,
be noted or set forth in full on the share certificates.
7. Transferability of Option. Except as otherwise provided in
this Paragraph 7, this Option is not assignable or transferable by the
Non-Employee Director other than by will or by the laws of descent and
distribution, and during the lifetime of the Non-Employee Director, this Option
shall be exercisable only by the Non-Employee Director or by his or her guardian
or legal representative. However, the Non-Employee Director may transfer this
Option for no consideration to (i) a member of his or her immediate family, (ii)
a partnership of which the only partners are members of his or her immediate
family, or (iii) a trust established solely for the benefit of his or her
immediate family members. Any transferee of this Option shall remain subject to
all the terms and conditions applicable to this Option prior to such transfer.
If the Non-Employee Director is married at the time of
exercise and if the Non-Employee Director so requests at the time of exercise,
the certificate or certificates shall be registered in the name of the
Non-Employee Director and the Non-Employee Director's spouse, jointly, with
right of survivorship.
8. Termination of Service as a Director. If the Non-Employee
Director's service as a director of the Company is terminated for any reason
other than death or disability prior to the Expiration Date of this Option as
set forth in Paragraph 3, this Option may be exercised, to the extent of the
number of shares with respect to which the Non-Employee Director could have
exercised it on the date he or she ceased to be a director, at any time prior to
the earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) Three months after the date of such termination of service
as a director.
9. Disability. If the Non-Employee Director becomes disabled,
as defined in the Plan, during his or her term as a director of the Company and,
prior to the Expiration Date of this Option as set forth in Paragraph 3, the
Non-Employee Director's service as a director of the Company is terminated as a
consequence of such disability, this Option may be exercised, to the extent of
the number of shares with respect to which the Non-Employee Director could have
exercised it on the date he or she ceased to be a director, at any time prior to
the earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) One year after the date the Non-Employee Director ceases
to be a director by reason of disability.
In the event of the Non-Employee Director's legal disability, this Option may be
exercised by the Non-Employee Director's legal representative.
10. Death. If the Non-Employee Director dies during his or her
term as a director of the Company and prior to the Expiration Date of this
Option as set forth in Paragraph 3, or if the Non-Employee Director's Board
membership ceases for any reason (as described in Paragraphs 8 or 9 above) and
the Non-Employee Director dies following his or her ceasing to be a director but
prior to the earlier of the Expiration Date of this Option as set forth in
Paragraph 3 above, or the expiration of the period determined under Paragraph 8
or 9 above, this Option may be exercised, to the extent of the number of shares
with respect to which the Non-Employee Director could have exercised it on the
date of his or her death, at any time prior to the earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) One year after the date of the Non-Employee Director's
death.
This Option may be exercised by the Non-Employee Director's estate, personal
representative or beneficiary who acquired the right to exercise this Option by
bequest or inheritance or by reason of the Non-Employee Director's death.
11. Governing Law. This Option Agreement shall be governed by
applicable Federal law and otherwise by the laws of the Commonwealth of
Pennsylvania.
IN WITNESS WHEREOF, the Company has caused this Non-Qualified
Stock Option Agreement to be duly executed by its officer thereunto duly
authorized, and the Non-Employee Director has hereunto set his or her hand, all
as of the day and year first above written.
THE JUDGE GROUP, INC.
/s/Xxxxxxxxx X. Xxxxxxxxxx /s/Xxxxxx X. Xxxxx, Xx.
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Secretary President
NON-EMPLOYEE DIRECTOR
/s/Xxxxxxxx X. Xxxxxxxxx
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