AWARD AGREEMENT
(Non-Qualified Stock Option)
This Award Agreement is made effective January 6, 1997, between XXXXXXX
COMPUTER RESOURCES, INC., a Delaware corporation (hereinafter called the
"Company"), and XXXXX X. XXXXXXX, XX, an employee of the Company (hereinafter
called the "Employee").
WHEREAS, the Company has heretofore adopted the 1992 Non-Qualified and
Incentive Stock Option Plan (the "Plan");
WHEREAS, per an Employment Agreement between Company and Employee dated
March 12, 1992, as amended, Employee is to be awarded 25,000 stock options under
the Plan as of January 6, 1997;
WHEREAS, it is a requirement of the Plan that an Award Agreement be
executed to evidence the Non-Qualified Stock Option (the "Award") granted to the
Employee;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:
1. GRANT OF AWARD. The Company hereby grants to the Employee the right
and option (hereinafter called the "Option") to purchase all or any part of an
aggregate of Twenty-Five Thousand (25,000) shares of the Common Stock, $.01 par
value, of the Company ("Shares") (such number being subject to adjustment as set
forth herein and in the Plan) on the terms and conditions set forth herein and
in the Plan.
2. TYPE OF AWARD. The Option granted under this Award Agreement is a
Non-Qualified Stock Option and shall not be treated by the Company or the
Employee as an Incentive Stock Option for Federal income tax purposes.
3. PURCHASE PRICE. The option price of the Shares covered by the Option
is $34.19 per Share.
4 TERM OF AWARD.
(a) The Term of the Award shall be for a period of five (5) years
from the effective date hereof, subject to earlier termination as
hereinafter provided; and
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(b) prior to its expiration or termination the Award may be exercised
as to any part or all of the Shares originally subject to the Option.
5. EXERCISE OF AWARD.
(a) In order to exercise the Award, the person or persons entitled to
exercise it shall deliver to the Treasurer of the Company written notice
of the number of full Shares with respect to which the Award is to be
exercised. The notice shall be accompanied by payment in full for any
Shares being purchased, which payment will be in cash, or, with the
Committee's (as defined in the Plan) approval, in Shares (as defined in the
Plan) held by the Employee for at least six months valued at Fair Market
Value (as defined in the Plan) at the time of exercise, or a combination
thereof. No fractional Shares will be issued.
(b) No Shares shall be issued until full payment therefor has been
made, and the Employee will have none of the rights of a stockholder in
respect of such Shares until they are issued.
6. NONTRANSFERABILITY. The Award shall not be transferable otherwise
than: (a) by will or the laws of descent and distribution, and the Award may be
exercised, during the lifetime of the holder of the Award, only by him or the
event of death, his Successor, as defined in the Plan, or in the event of
disability, his personal representative, or (b) pursuant to a qualified domestic
relations order, as defined in the Code or the Employee Retirement Income
Security Act (ERISA) or the Rules thereunder.
7. TERMINATION OF EMPLOYMENT. In the event that the employment of the
Employee is terminated (otherwise than by reason of death, disability or
retirement), the Award may be exercised by the Employee (to the extent that he
was entitled to do so at the termination of his employment) at any time within
three (3) months after such termination, but not beyond the original Term
thereof. So long as the Employee shall continue to be an employee of the
Company or one or more of its subsidiaries, the Award shall not be affected by
any change of duties or position. Nothing in this Award Agreement is intended
to confer upon Employee 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 such subsidiary to terminate his employment at any time. Anything herein
contained to the
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contrary notwithstanding, in the event of any termination of the Employee's
employment for cause or if the Employee voluntarily terminates his employment
without cause, the Award, to the extent not theretofore exercised, shall
forthwith terminate.
8. DEATH OF EMPLOYEE. If the Employee dies while he is employed by the
Company or one or more of its subsidiaries or within three (3) months after the
termination of his employment, the Award may be exercised (to the extent that
Employee was entitled to do so at the time of his death) by a legatee or
legatees of the Employee under his last will, or by his personal representatives
or distributees, at any time within six (6) months after his death, but not
beyond the original Term of the Award.
9. DISABILITY OF EMPLOYEE. If the employment of the Employee terminates
on account of his having become "disabled," as defined in Section 22(e)(3) of
the Code, the Award may be exercised by the Employee (to the extent that he was
entitled to do so at the termination of his employment on account of his
becoming disabled) at any time within six (6) months after the date on which his
employment terminated, but not beyond the original Term of the Award.
10. RETIREMENT OF EMPLOYEE. If the employment of the Employee terminates
by reason of retirement entitling the Employee to benefits under the provisions
of any retirement plan of the Company or a subsidiary in which the Employee
participates (or, if no such plans exist, at or after age sixty-five (65)), the
Award may be exercised by the Employee (to the extent that he was entitled to do
so at the time of his retirement) at any time within ninety (90) days after the
date on which his employment terminated, but not beyond the original Term of the
Award.
11 TAXES. The Company shall have the right to require a person entitled
to receive Shares pursuant to the exercise of this Award under the Plan to pay
the Company the amount of any taxes which the Company is or will be required to
withhold with respect to such Shares before the certificate for such Shares is
delivered pursuant to the Award. Furthermore, the Company may elect to deduct
such taxes from any amounts payable in cash or in Shares at the time of exercise
or from any other amounts payable any time thereafter in cash to the Employee.
If the Employee disposes of Shares acquired pursuant to an Incentive Stock
Option in any transaction considered to be a disqualifying transaction
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under Sections 421 and 422 of the Code, the Employee shall notify the Company of
such transfer and the Company shall have the right to deduct any taxes required
by law to be withheld from any amounts otherwise payable in cash then or at any
time thereafter to the Employee.
Subject to Committee approval, an Employee may satisfy his tax liability
with respect to the exercise of an Option by having the Company withhold Shares
otherwise issuable upon exercise of the Option; provided, however, if the
Employee is subject to Section 16b of the Securities Exchange Act of 1934, as
amended, he may so elect only if such Employee makes an election to do so which
satisfies the requirements of Rule 16b-3.
12. CHANGES IN CAPITAL STRUCTURE. In the event of changes in all of the
outstanding Shares by reason of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of Shares,
separations, reorganizations or liquidations, or similar events or, in the event
of extraordinary cash dividends being declared with respect to the Shares, or
similar transactions, the number and class of Shares available under the Plan in
the aggregate, the number and class of Shares subject to Awards theretofore
granted, applicable purchase prices and all other applicable provisions, shall,
subject to the provisions of the Plan, be equitably adjusted by the Committee
(which adjustment may, but need not, include payment in cash or in Shares in an
amount equal to the difference between the price at which such Award may be
exercised and the then current Fair Market Value of the Shares subject to such
Award as equitably determined by the Committee). The foregoing adjustment and
the manner of application of the foregoing provisions shall be determined by the
Committee in its sole discretion. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject to an
Award.
13. SECURITIES LAW COMPLIANCE, The Award may not be exercised and the
Company shall not be required to issue any Shares hereunder if such issuance
would, in the judgment of the Board or the Committee, constitute a violation of
any state or federal law, or of the rules or regulations of any governmental
regulatory body, or any securities exchange. The Company may, in its sole
discretion, require the Employee to furnish the
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Company with appropriate representations and a written investment agreement
prior to the exercise of the Award and the delivery of any Shares pursuant to
the Award.
14. INCORPORATION OF PROVISIONS OF THE PLAN. All of the provisions of the
Plan, pursuant to which this Award is granted, are hereby incorporated by
reference and made as part hereof as if specifically set forth herein, and to
the extent of any conflict between this Award Agreement and the terms contained
in the aforesaid Plan, the Plan shall control. To the extent any capitalized
terms are not otherwise defined herein, they will have the meaning set forth in
paragraph 2 of the Plan.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly
executed by its officer thereunto duly authorized, and the Employee has hereunto
set his hand, all on the day and year first above written.
XXXXXXX COMPUTER RESOURCES, INC.,
By: /s/ Xxxxx X. Xxxxxxxx CFO
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/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, XX - Employee
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