EXHIBIT 10.32
EXECUTION COPY
NON-STATUTORY OPTION AGREEMENT dated as of March 23, 2000 (the
"AGREEMENT"), by and between OPUS360 CORPORATION, a Delaware corporation (the
"COMPANY"), and DR. RAM XXXXXXXXXX (the "OPTIONEE")
As a material inducement to the Optionee to enter into the Employment
Agreement (as defined below), the Company, acting through its Board of Directors
or a committee thereof, grants to the Optionee as of the Grant Date an option to
purchase shares ("SHARES") of the Company's Common Stock (as defined below) on
the terms and subject to the conditions set forth in this Agreement. Certain
definitions used herein are set forth in Section 10 hereto. This Agreement is
the "NSO AGREEMENT" referred to in Section 5(e)(ii) of the Employment Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. OPTION; OPTION PRICE.
(a) On the terms and subject to the conditions of this Agreement, the Company
hereby grants the Optionee as of the Grant Date the option (the "OPTION") to
purchase (i) up to 100,000 Shares (as adjusted from time to time to reflect any
Adjustment Event, the "OPTION 1 SHARES") at a price of $5.00 per Share (as
adjusted from time to time to reflect any Adjustment Event, the "OPTION 1
PRICE"), (ii) up to 150,000 Shares (as adjusted from time to time to reflect any
Adjustment Event, the "OPTION 2 SHARES") at a price of $5.00 per Share (as
adjusted from time to time to reflect any Adjustment Event, the "OPTION 2
PRICE") and (iii) up to 220,000 Shares (as adjusted from time to time to reflect
any Adjustment Event, the "OPTION 3 SHARES" and together with the Option 1
Shares and the Option 2 Shares, the "OPTION SHARES") at a price of $10.00 per
Share (as adjusted from time to time to reflect any Adjustment Event, the
"OPTION 3 PRICE" and together with the Option 1 Price and the Option 2 Price,
the "OPTION PRICE"). The Option is NOT intended to qualify for federal income
tax purposes as an "incentive stock option" within the meaning of Section 422 of
the Code.
(b) Any changes to the number of the Option Shares and the Option Price based on
an Adjustment Event shall be made by the Board in good faith and shall be
binding on and conclusive to the Optionee. In the event that the Grant Date
precedes the date of the Current 3-for-2 Stock Split (as defined herein), the
Option Shares and Option Prices shall be recalculated by (i) dividing the Option
Shares and Option Prices, respectively, by 3, (ii) multiplying such resulting
Option Shares and Option Prices, respectively, by 2 and (iii) then adjusting
such resulting Option Shares and Option Prices, respectively, according to
Section 9 of the Plan.
SECTION 2. TERM.
The term of the Option (the "TERM") shall commence on March 24, 2000
(the "GRANT DATE") and shall expire at 5:00 p.m., New York time, on March 24,
2010, unless the Optionee's employment with the Company shall have theretofore
been terminated for Cause, in which case the Option shall terminate as of the
effective date of such termination of employment.
SECTION 3. TIME OF EXERCISE.
(a) Unless accelerated in the sole discretion of the Compensation
Committee, the Option shall become exercisable, if at all, for the number of the
Option Shares determined in accordance with the provisions of this Section 3.
(b) The Option with respect to all of the Option 1 Shares shall become
exercisable on the Grant Date.
(c) The Option with respect to the Option 2 Shares shall become
exercisable on the dates and in the numbers determined in accordance with the
following schedule:
Portion of Option 2
Vesting Date Shares Vested
------------ -------------
Six-month anniversary of the Grant Date 6/36
Each month thereafter for 30 months 1/36
(d) The Option with respect to the Option 3 Shares shall become
exercisable on the dates and in the numbers determined in accordance with the
following schedule:
Portion of Option 3
Vesting Date Shares Vested
------------ -------------
Six-month anniversary of the Grant Date 6/36
Each month thereafter for 30 months 1/36
(e) Upon the termination of the Optionee's employment with the Company
all vesting shall cease and the Option shall only be exercisable as to the
Vested Shares at the time of such termination and shall thereafter be
exercisable for the period provided in the Agreement or in the Plan (as if this
Option was an Option under the Plan) PROVIDED THAT:
(i) upon the termination of the Optionee's employment with the
Company pursuant to an Involuntary Termination the Optionee will be
credited with 12 additional months' employment after such termination
and the Option shall continue to vest according to the vesting schedule
set forth herein for such 12-month period, and shall be exercisable by
the Optionee until the end of the Term;
(ii) upon the termination of the Optionee's employment with
the Company without Cause or with Good Reason, the Option shall
continue to vest according to the vesting schedule set forth herein
until fully vested as if the Optionee's employment had continued until
the Option had fully vested, and shall be exercisable by the Optionee
until the end of the Term;
(iii) upon the termination of the Optionee's employment with
the Company because of Poor or Incompetent Performance, the Optionee
will be credited with 12 additional months' employment after such
termination and the Option shall continue to
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vest according to the vesting schedule set forth herein for such
12-month period, and shall be exercisable by the Optionee until the end
of the Term; and
(iv) upon the termination of the Optionee's employment with
the Company pursuant to the Company's Right Not To Extend, the Option
shall continue to vest according to the vesting schedule set forth
herein for 12 months following the effective date of such termination,
and shall be exercisable by the Optionee until the end of the Term.
(f) Following the termination of the Optionee's employment with the
Company for any reason other than for Cause, vesting pursuant to subparagraph
(i) through (iv) of Section 3(e) and exercisability of the Option shall be
conditioned on the Optionee's compliance with Sections 11 and 12 of the
Employment Agreement.
SECTION 4. PROCEDURE FOR EXERCISE.
(a) The Option may be exercised with respect to Vested Shares, from
time to time, in whole or in part (but for the purchase of whole Shares only),
by delivery of a written notice (the "EXERCISE NOTICE") from the Optionee to the
Secretary of the Company, which Exercise Notice shall:
(i) state that the Optionee elects to exercise the Option;
(ii) state the number and type (e.g., Option 1 Shares or
Option 2 Shares) of Vested Shares with respect to which the Optionee is
exercising the Option (the "OPTIONED SHARES");
(iii) state the method of payment for the Optioned Shares;
(iv) include any representations of the Optionee required
under Section 6; and
(v) state the date upon which the Optionee desires to
consummate the purchase of such Vested Shares (which date must be prior
to the termination of the Option).
(b) Payment of the Option Price for the Vested Shares to be purchased
on the exercise of the Option may be made in one of the following forms:
(i) cash or personal or certified check payable to the
Company;
(ii) the surrender of previously acquired Shares that have
been held by the Optionee for at least six months prior to the date of
surrender;
(iii) with respect to the Option 1 Shares only, by authorizing
the Company to withhold a number of Shares otherwise issuable pursuant
to the exercise of the Option; or
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(iv) following such time as the Common Stock is registered
under the Securities Act, through a broker cashless exercise procedure
approved by the Company, which approval shall not be unreasonably
denied.
The Company hereby agrees that it shall use its commercially reasonable efforts
to assist the Optionee in obtaining financing to pay the Option Price and in the
event that the Optionee borrows funds to pay the Option Price, the Company shall
guarantee such Optionee loan.
(c) The Company shall be entitled to require as a condition of delivery
of the Option Shares that the Optionee remit or, in appropriate cases, agree to
remit when due an amount sufficient to satisfy all current or estimated future
federal, state and local income tax withholding and the employee's portion of
any employment taxes related thereto. Such withholding obligation may be paid in
one of the following forms:
(i) in cash or personal or certified check payable to the
Company;
(ii) the surrender of previously acquired Shares that have
been held by the Optionee for at least six months prior to the date of
surrender; or
(iii) with respect to the Option 1 Shares only, by authorizing
the Company to withhold a number of Shares otherwise issuable pursuant
to the exercise of the Option, PROVIDED, HOWEVER, that in such event,
the number of shares to be so withheld shall be calculated using the
minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to the taxable event then
applicable to the Option;
(iv) following such time as the Common Stock is registered
under the Securities Act, through a broker cashless exercise procedure
approved by the Company, which approval shall not be unreasonably
denied.
(v) The Company hereby agrees that it shall use its
commercially reasonable efforts to assist the Optionee in obtaining
financing to pay the withholding obligation and in the event that the
Optionee borrows funds to satisfy such withholding obligation, the
Company shall guarantee such Optionee loan.
(d) The Optionee shall deliver to the Company a copy of any election
filed by the Optionee with the Internal Revenue Service (the "IRS") under
Section 83(b) of the Code no later than 30 days following the filing of such
election with the IRS.
SECTION 5. NO RIGHTS AS A HOLDER OF OPTION SHARES.
The Optionee shall not have any rights or privileges of a
stockholder of the Company with respect to the Option Shares until the date of
payment for such Option Shares pursuant to the exercise of the Option.
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SECTION 6. ADDITIONAL PROVISIONS RELATED TO EXERCISE.
In the event of the exercise of the Option at a time when
there is not in effect a registration statement under the Securities Act
relating to the Option Shares, the Optionee hereby represents and warrants, and
by virtue of such exercise shall be deemed to represent and warrant, to the
Company that the Option and the Option Shares are being acquired for investment
only and not with a view to the distribution thereof, and the Optionee shall
provide the Company with such further representations and warranties as the
Board may require in order to ensure compliance with applicable federal and
state securities, "blue sky" and other laws. No Option Shares shall be purchased
upon the exercise of the Option unless and until the Company and the Optionee
shall have complied with all applicable federal or state registration, listing
and qualification requirements and all other requirements of law or of any
Government Entity having jurisdiction. Each of the Company and the Optionee
shall use reasonable efforts to comply with all applicable federal or state
registration, listing and/or qualification requirements and all other
requirements of law or of any Governmental Entity having jurisdiction in
connection with the exercise of the Option.
SECTION 7. RESTRICTION ON TRANSFER OF OPTION AND OPTION SHARES.
(a) The Option may not be Transferred by the Optionee except by the
laws of descent and distribution and may be exercised during the lifetime of the
Optionee only by the Optionee; PROVIDED, HOWEVER, that the Option may be
Transferred by the Optionee during his lifetime to a member of his immediate
family or to a trust established for the benefit of an immediate family member.
If the Optionee dies, the Option shall thereafter be exercisable, during the
period specified in Section 3, by the Optionee's Representatives to the full
extent to which the Option was exercisable by the Optionee at the time of his
death, subject to and in accordance with the provisions of Sections 3 and 4. The
Option shall not be subject to execution, attachment or similar process. Any
attempted Transfer of the Option contrary to the provisions hereof, and the levy
of any execution, attachment or similar process upon the Option, shall be null
and void and without effect.
(b) Prior to the consummation of the initial public offering of the
Company's Common Stock (the "IPO"), the Option Shares may not be Transferred by
the Optionee without the prior written consent of the Company. The Optionee
agrees to sign the Lock-Up Agreement in connection with the IPO substantially in
the form signed by all executive officers.
SECTION 8. RESTRICTIVE LEGEND.
(a) All certificates representing Option Shares issued upon exercise of
the Option shall bear a legend (the "RESTRICTIVE LEGEND") substantially as set
forth below:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN
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EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS."
(b) The Restrictive Legend shall be removed from a certificate
representing Option Shares if such Securities are sold pursuant to an effective
registration statement under the Securities Act or there is delivered to the
Company such satisfactory evidence, which may include an opinion of independent
counsel, as reasonably may be requested by the Company, to confirm that neither
such legend nor the restrictions on transfer set forth therein are required to
ensure that transfers of such shares will not violate the registration and
prospectus delivery requirements of the Securities Act.
SECTION 9. OPTIONEE'S EMPLOYMENT.
Nothing contained in this Agreement or in the Option shall
confer upon the Optionee any right to continue in the employ of the Company or
any of its Subsidiaries or interfere in any way with the right of the Company or
any of its Subsidiaries to terminate the Optionee's employment or to increase or
decrease the Optionee's compensation at any time. The foregoing shall not be
construed to modify the Optionee's rights under the Employment Agreement or any
other agreement between the Optionee on the one hand and the Company or any
Subsidiary on the other hand.
SECTION 10. DEFINITIONS.
As used in this Agreement, the following terms have the
meanings set forth below:
"ADJUSTMENT EVENT" means any increase or decrease in the
number of issued shares of Common Stock resulting from a stock dividend or
distribution, stock split, reverse stock split, reclassification or combination
or other similar PRO RATA recapitalization event affecting the Common Stock or
any other increase of decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company, including, without
limitation, the Current 3-for-2 Stock Split.
"BOARD" means the Board of Directors of the Company.
"BUSINESS DAY" means any day, other than a Saturday, Sunday or
a day on which Banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
"CAUSE" has the meaning assigned to such term in the
Employment Agreement.
"CODE" means the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder.
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"COMMON STOCK" means the common stock, $.001 par value per
share, of the Company.
"COMPANY'S RIGHT NOT TO EXTEND" has the meaning assigned to
such term in the Employment Agreement.
"CURRENT 3-FOR-2 STOCK SPLIT" the Company's proposed 3-for-2
common stock split to be effected before the completion of the IPO.
"EMPLOYMENT AGREEMENT" means the Employment Agreement, dated
as of March 23, 2000, by and between the Company and the Optionee.
"GOOD REASON" has the meaning assigned to such term in the
Employment Agreement.
"GOVERNMENTAL ENTITY" means any government or political
subdivision or department thereof, any governmental or regulatory body,
commission, board, bureau, agency or instrumentality, or any court or arbitrator
or alternative dispute resolution body, in each case whether federal, state,
local or foreign.
"INVOLUNTARY TERMINATION" has the meaning assigned to such
term in the Employment Agreement.
"NASDAQ" means The National Association of Securities Dealers,
Inc. Automated Quotation System.
"OPTIONEE" has the meaning assigned to such term in the
caption to this Agreement.
"OPTIONEE'S RIGHT NOT TO EXTEND" shall have the meaning
assigned to "Employee's Right Not To Extend" in the Employment Agreement.
"PERSON" shall be construed as broadly as possible and shall
include an individual, a corporation, a company, an association, a joint stock
company, a partnership (including a limited liability partnership), a limited
liability company, a joint venture, a trust or an unincorporated organization
and a Governmental Entity.
"PLAN" shall mean the Company's 2000 Stock Option Plan.
"POOR OR INCOMPETENT PERFORMANCE" has the meaning assigned to
such term in the Employment Agreement.
"REPRESENTATIVES" means, with respect to the Optionee, the
Optionee's assigns, personal and legal representatives, executors,
administrators, heirs, distributees, devisees, and legatees, as determined from
time to time.
"RESIGNATION" has the meaning assigned to such term in the
Employment Agreement.
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"SEC" means the United States Securities and Exchange
Commission.
"SECURITIES" means, with respect to any Person, such Person's
"securities," as defined in Section 2(1) of the Securities Act.
"SHARES" has the meaning assigned to such term in the preamble
to this Agreement.
"SUBSIDIARY" means, as to any Person, any other Person of
which more than 50% of the shares of the voting stock or other voting interests
are owned or controlled, or the ability to select or elect 50% or more of the
directors or similar managers is held, directly or indirectly, by such first
Person or one or more of its Subsidiaries.
"TRANSFER" means, with respect to any Security, to sell, or in
any other way transfer, assign, pledge, distribute, encumber or otherwise
dispose of (including, without limitation, the pledge of such Security to any
lender), such Security, either voluntarily or involuntarily and with or without
consideration. The terms "Transferee," "Transferred" and other forms of the word
"Transfer" shall have correlative meanings.
"VESTED SHARES" means the Option Shares with respect to which
the Option is exercisable at any particular time.
SECTION 11. OPTIONEE'S UNDERTAKING.
The Optionee hereby agrees to take whatever additional actions
and execute whatever additional documents the Company may in its reasonable
judgment deem necessary or advisable in order to carry out or effect one or more
of the obligations or restrictions imposed on the Optionee pursuant to the
express provisions of this Agreement.
SECTION 12. CORPORATE TRANSACTIONS.
In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company, the
Option shall be assumed or an equivalent option substituted by the successor
corporation or a parent or subsidiary of the successor corporation. In the event
that the successor corporation refuses to assume or substitute for the Option,
the Option shall become immediately vested and exercisable in full, and the
Optionee shall have the right to exercise the Option as to all of the Option
Shares, including Option Shares as to which he would not otherwise be vested or
able to exercise. If the Option becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the Board
shall notify the Optionee in writing or electronically that the Option shall be
fully exercisable for a period of 15 days from the date of such notice, and the
Option shall terminate upon the expiration of such period. For the purposes of
this Section 12, the Option shall be considered assumed if, following the merger
or sale of assets, the Option confers the right to purchase or receive, for each
Optioned Share subject to the Option immediately prior to the merger or sale of
assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
share of Common Stock held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority
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of the outstanding Shares); PROVIDED, HOWEVER, that if such consideration
received in the merger or sale of assets is not solely common stock of the
successor corporation or its parent, the Board may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Optioned Share, to be solely common stock of
the successor corporation or its parent equal in fair market value to the per
share consideration received by holders of Common Stock in the merger or sale of
assets.
SECTION 13. INDEMNIFICATION.
The Optionee shall indemnify and hold harmless the Company
against all liability, loss or damage, together with all reasonable costs and
expenses related thereto (including reasonable legal fees and expenses),
relating to or arising from the untruth, inaccuracy or breach of any of the
representations, warranties or agreements of the Optionee contained in or as may
be required by this Agreement.
SECTION 14. NOTICES.
All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given or made when (i) delivered
personally to the recipient, (ii) transmitted by facsimile or electronic mail
(with hard copy sent to the recipient by reputable overnight courier service
(charges prepaid) that same day and, in the latter case, with receipt
acknowledged by the recipient by return electronic mail) if faxed or e-mailed
before 5:00 p.m. (New York time) on a Business Day, and other-wise on the next
Business Day, (iii) two Business Days after being sent to the recipient by
reputable overnight courier service (charges prepaid), or (iv) five Business
Days after being sent to the recipient by registered or certified mail (post-age
prepaid and return receipt requested). Such notices, demands and other
communications shall be sent to the address for such recipient as set forth
below (or to such other address or to the attention of such other person as the
recipient party has specified by like notice):
If to the Company, to
Opus360 Corporation
00 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: xxxxxxxxx@Xxxx000.xxx
---------------------
with a copy (which shall not constitute notice) to:
X'Xxxxxxxx Graev & Karabell, LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
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Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail:xxx@xxx.xxx
if to the Optionee, to:
Dr. Ram Xxxxxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
E-Mail: xxx@xxxxxxxxxx.xxx
with a copy (which shall not constitute notice) to:
Xxxxx & Xxxxxxxx
Xxxxxxxxx Xxxxx, Xxxxx 0000
000 Xxxx Xxx Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: xxxxxxxx@xxxxx-xxxxxxxx.xxx
SECTION 15. GENERAL PROVISIONS.
(a) COMPLETE AGREEMENT. This Agreement and all other agreements or
contracts being entered into by the Optionee with the Company as of the date
hereof, embody the complete agreement and understanding between the Company and
the Optionee and supersede and preempt any prior understandings, agreements or
representations by or among the Company and the Optionee, written or oral, which
may have related to the subject matter hereof in any way.
(b) SUCCESSOR AND ASSIGNS. This Agreement will be binding upon and
inure to the benefit of the Company, the Optionee and each of their respective
permitted successors and assigns; provided, however, that neither this Agreement
nor any rights or obligations hereunder will be Transferable by the Optionee
except as provided under Section 7.
(c) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW OR CONFLICTS OF LAWS PRINCIPLES THEREOF.
(d) WAIVER OF JURY TRIAL. Each of the parties hereto hereby irrevocably
waives all right to trial by jury in any action proceeding or counterclaim
arising out of or relating to this Agreement.
(e) AMENDMENT AND WAIVER. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company (upon the
written approval of the
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Board (excluding the Optionee if he should be a member of the Board at the time
of such determination)) and the Optionee, and no course of conduct or failure or
delay in enforcing the provisions of this Agreement shall affect the validity,
binding effect or enforceability of this Agreement or any provision hereof.
(f) HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(g) COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
(h) BUSINESS DAYS. If any time period for giving notice or taking
action hereunder expires on a day which is not a Business Day, the time period
for giving notice or taking action shall be automatically extended to the
immediately following Business Day.
(i) SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties and agreements contained herein shall survive in
perpetuity the consummation of the transactions contemplated hereby.
(j) NOUNS AND PRONOUNS. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and
vice-versa.
(k) CONSTRUCTION. Where specific language (such as the word
"including") is used to clarify by example a general statement contained herein,
such specific language shall not be deemed to modify, limit or restrict in any
manner the construction of the general statement to which it relates. The
language used in this Agreement shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict
construction shall be applied against any party hereto. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.
(l) DELIVERY BY FACSIMILE. This Agreement, the agreements referred to
herein, and each other agreement or instrument entered into in connection
herewith or therewith or contemplated hereby or thereby, and any amendments or
supplements hereto or thereto, to the extent signed and delivered by means of a
facsimile machine, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person. At
the request of any party hereto or to any such agreement or instrument, each
other party hereto or thereto shall re-execute original forms thereof and
deliver them to all other parties. No party hereto or to any such agreement or
instrument shall raise the use of a facsimile machine to deliver a signature or
the fact that any signature or agreement or instrument was transmitted or
communicated through the use of a facsimile machine as a defense to the
formation or enforceability of a contract and each such party forever waives any
such defense.
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IN WITNESS WHEREOF, the parties hereto have executed this
Non-Statutory Option Agreement as of the date first written above.
OPUS360 CORPORATION
By:
------------------------
Name:
Title:
DR. RAM XXXXXXXXXX
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