Exhibit No. 10.20
THE JUDGE GROUP, INC.
1996 STOCK OPTION PLAN
AGREEMENT FOR NON-EMPLOYEE DIRECTORS
(As Amended and Restated Effective May 22,
2001)
NON-QUALIFIED STOCK OPTION AGREEMENT FOR
NON-EMPLOYEE DIRECTORS
THIS NON-QUALIFIED STOCK OPTION AGREEMENT made as of May 23, 2001 (the
"Grant Date"), between The Judge Group, Inc., a Pennsylvania corporation (the
"Company"), and Xxxxxx X. Xxxxxxx, 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 STOCK OPTION PLAN (as amended and restated effective May 22, 2001)
(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 $1.23. 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 May 23, 2011 (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 00000-0000. 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 THE JUDGE GROUP, INC. 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.
[SEAL] THE JUDGE GROUP, INC.
/s/ Xxxxxx X. Judge, Jr.
------------------------
Chairman of the Board and Chief Executive Officer
NON-EMPLOYEE DIRECTOR
/s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
THE JUDGE GROUP, INC.
1996 STOCK OPTION PLAN
(As Amended and Restated Effective May 22, 2001)
Notice of Exercise of Non-Qualified Stock Option
Subject to the terms of The Judge Group, Inc. 1996 Stock Option Plan
(As Amended and Restated Effective May 22, 2001) and the Non-Qualified Stock
Option Agreement under which the non-qualified stock option herein referenced
was granted to me on May 23, 2001, I hereby exercise the non-qualified stock
option granted to me on said date by The Judge Group, Inc., with respect to the
following number of shares of The Judge Group, Inc. common stock, par value $.01
per share ("Shares"), covered by said option:
Number of Shares to be purchased
-------------
Option price per Share $ 1.23
-------------
Total option price $
-------------
Check one of the following to indicate method of payment:
[ ] Enclosed is cash or its equivalent, in the amount of $____________ in full
payment for such Shares.
[ ] Enclosed is/are Shares with a total fair market value of $____________ in
full payment for such Shares.
[ ] Enclosed are cash or its equivalent, in the amount of $_____________ and
____________ Shares with a total fair market value of $________________ in
full payment for such Shares.
Please have the certificate or certificates representing the purchased Shares
registered in the following name or names(1)___________________________________
and sent to____________________________________________________________________
NON-EMPLOYEE DIRECTOR
DATED:
-------------------- --------------------------
Xxxxxx X. Xxxxxxx
------------------
(1) Certificates may be registered in the name of the Non-Employee Director
alone or in the names of the Non-Employee Director and his or her spouse,
jointly, with right of survivorship.
