GSE SYSTEMS, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Exhibit
4.1
|
OPTION
NO.:
|
||||
|
OPTIONEE:
|
Xxxxxx
X. Xxxxxxx
|
|||
|
DATE
OF GRANT:
|
06
April 1998
|
|||
|
OPTION
PRICE:
|
$2.25
|
|||
|
COVERED
SHARES:
|
25,000
|
GSE
SYSTEMS, INC.
* * *
1.
Definitions. In this Agreement, except where the context otherwise
indicates, the following definitions apply:
(a)
"Agreement" means this Nonstatutory Stock Option Agreement.
(b)
"Board" means the Board of Directors of the Company.
(c)
"Code" means the Internal Revenue Code of 1986, as amended.
(d)
"Common Stock" means the common stock, par value $.01 per share, of the
Company.
(e)
"Company" means GSE Systems, Inc.
(f)
"Covered Shares" means the Shares subject to the Option set forth as the
"Covered Shares" on page 1 of this Agreement.
(g)
"Date
of Exercise" means the date on which the Company receives notice pursuant to
Paragraph 5(a) of the exercise, in whole or in part, of the Option.
(h)
"Date
of Expiration" means the date on which the Option shall expire, which shall
be
ten years after the Date of Grant.
(i)
"Date
of Grant" means the date set forth as the "Date of Grant" on page 1 of this
Agreement.
(j)
"Fair
Market Value" means the amount equal to the closing sales price for a Share,
on
the date such fair market value is to be determined (or if there is no
sale
of
Shares on such date, the closing sales price on the nearest trading date
preceding such date), in the principal trading market for the Shares as reported
by such source as the Board may select, or, if such price quotations of the
Common Stock are not then reported, then the fair market value of a Share as
determined by the Board pursuant to a reasonable method adopted in good faith
for such purpose.
(k)
"Option" means the nonstatutory stock option granted to the Optionee in
Paragraph 2 of this Agreement.
(l)
"Option Price" means the dollar amount per Share set forth as the "Option Price"
on page 1 of this Agreement.
(m)
"Optionee" means the person identified as the "Optionee" on page 1 of this
Agreement.
(n)
"Share" means a share of Common Stock.
(o)
"Subsidiary" means a corporation at least fifty percent of the total combined
voting power of all classes of stock of which is owned by the Company, either
directly or through one or more other Subsidiaries.
2.
Grant of Option. Subject to the terms of this Agreement, the Company
hereby grants to the Optionee or his successors the Option to purchase from
the
Company the number of Shares equal to the Covered Shares, exercisable at the
Option Price.
3.
Terms of the Option.
(a)
Tvpe of Option. The Option is intended to be a nonstatutory stock
option.
(b)
Option Period. During the period commencing on the Date of Grant and
terminating on the Date of Expiration, the Option may be exercised with respect
to all or a portion of the Covered Shares (in full shares), to the extent that
the Option has not been previously exercised with respect to such Covered
Shares.
(c)
Nontransferability. The Option is not transferable by the Optionee other
than (i) by will or the laws of descent and distribution, or (ii) pursuant
to a
qualified domestic relations order as defined in Section 414(P) of the Code,
and
is exercisable, during the Optionee's lifetime, only by the Optionee or, in
the
event of the Optionee's legal disability, by the Optionee's legal
representative.
(d)
Payment of the Option Price. The Optionee, upon exercise, in whole or in
part, of the Option, may pay the Option Price in cash, by delivering duly
endorsed certificates representing Shares having a Fair Market Value on the
Date
of Exercise aggregating not more than the portion ofthe Option Price being
paid
by delivery of such shares, or in a combination of cash and
Shares.
2
4.
Capital Adjustments. The number of Covered Shares and the Option Price
shall be subject to such adjustment, if any, as the Board in its sole discretion
deems appropriate to reflect such events as stock dividends, stock splits,
adoption of stock rights plans, recapitalizations, mergers, consolidations
or
reorganizations of or by the Company.
5.
Exercise.
(a)
Notice. The Option shall be exercised, in whole or in part, by the
delivery to the Company of written notice of such exercise, in such form as
the
Committee may from time to time prescribe, accompanied by (i) full payment
of
the Option Price with respect to that portion of the Option being exercised
as
provided in Paragraph 3(d) of this Agreement and (ii) any amounts required
to be
withheld pursuant to applicable income tax laws in connection with such
exercise. Until the Board notifies the Optionee to the contrary, the form
attached to this Agreement as Exhibit A shall be used to exercise the
Option.
(b)
Effect. The exercise, in whole or in part, of the Option shall cause a reduction
in the number of Covered Shares equal to the number of Shares with respect
to
which the Option is exercised.
6.
Restriction on Exercise and Upon Shares of Common Stock Issued Upon
Exercise. Notwithstanding any other provision of this Agreement,
the Optionee agrees, for himself and his successors, that the Option may not
be
exercised at any time that the Company does not have in effect a registration
statement under the Securities Act of 1933, as amended, relating to the offer
of
Common Stock to the Optionee, unless the Company agrees to permit such exercise.
The Optionee further agrees, for himself and his successors, that, upon the
issuance of any Shares upon the exercise of the Option, he will, upon the
request of the Company, agree in writing that he is acquiring such shares for
investment only and not with a view to resale, and that he will not sell, pledge
or otherwise dispose of such shares so issued unless and until (a) the Company
is furnished with an opinion of counsel to the effect that registration of
such
shares pursuant to the Securities Act of 1933, as amended, is not required
by
that Act and the rules and regulations thereunder; (b) the staff of the
Securities and Exchange Commission has issued a "no-action" letter with respect
to such disposition; or (c) such registration or notification as is, in the
opinion of counsel for the Company, required for the lawful disposition of
such
shares has been filed by the Company and has become effective; provided,
however, that the Company is not obligated hereby to file any such registration
or notification. The Optionee further agrees that the Company may place a legend
embodying such restriction on the certificates evidencing such
shares.
7.
Rights as Stockholder. The Optionee shall have no rights as a stockholder
with respect to any Shares subject to the Option until and unless a certificate
or certificates representing such shares are issued to the Optionee pursuant
to
this Agreement. Except as provided in Paragraph 4, no adjustment shall be made
for dividends
or other rights for which the record date is prior to the issuance of such
certificate or certificates.
3
8.
Employment. Neither the granting of the Option evidenced by this
Agreement nor any term or provision of this Agreement shall constitute or be
evidence of any understanding, express or implied, on the part of the Company
or
any of its Subsidiaries to employ the Optionee for any period. Whenever
reference is made in this Agreement to the employment of the Optionee, it means
employment (including service as a director) by the Company or a
Subsidiary.
9.
Surrender of Option in Exchange for Shares. The Optionee shall have the
right to surrender the Option evidenced by this Agreement (or a portion thereof)
and to receive upon such surrender that number of Shares having an aggregate
Fair Market Value as of the date of surrender equal to the product of (a) the
excess of the Fair Market Value as of such surrender date over the Option Price
with respect to such surrendered option (or portion thereof), multiplied by
(b)
the number of Shares covered by the Option (or portion thereof) surrendered.
No
fractional Shares shall be issued upon such surrender. Cash shall be paid in
lieu of any such fractional Share in amount equal to the product of such
fraction multiplied by the Fair Market Value on the date of
surrender.
Any
such
surrender shall be treated as an exercise of such Option (or portion thereof)
for purposes of this Agreement.
4
IN
WITNESS WHEREOF, the Company has caused this Agreement to be signed on its
behalf effective as of the Date of Xxxxx.
ATTEST:
GSE
SYSTEMS, INC.
_________________________ By: _____________________________________
Accepted
and agreed to as of the Date of Xxxxx
_/s/
Xxxxxx X.
Xxxxxxx_________________________
Optionee
5
"EXHIBIT
A"
EXERCISE
OF OPTION
Board
of
Directors
GSE
Systems, Inc.
0000
Xxx
Xxxxxx Xxxx
Columbia,
Maryland 21045
Gentlemen:
The
undersigned, the Optionee under the Nonstatutory Stock Option Agreement
identified as Option No. _______, hereby irrevocably elects to exercise the
Option granted in the Agreement to purchase _____ shares of Common Stock of
GSE
Systems, Inc., par value $.01 per share, and herewith makes payment of $_______
in the form of ______ [cash, Common Stock, cash plus Common Stock].
(Please
complete.)
Dated: __________________
___________________________________
(Signature
of
Optionee)
Date
Received by GSE Systems,
Inc.: _____________________________
Received
by: ___________________________________
[Note:
Shares of Common Stock being delivered in payment of all or any part of the
exercise price must be represented by certificates registered in the name of
the
Optionee and duly endorsed by the Optionee and by each and every other co-owner
in whose name the shares may also be registered.]
