STOCK OPTION AGREEMENT, entered into as of the 17th day of May, 2002,
between DCAP GROUP, INC., a Delaware corporation (the "Company"), and XXX X.
XXXX (the "Optionee").
WHEREAS, the Optionee is a member of the Board of Directors of the Company
and subsidiaries thereof; and
WHEREAS, the Company desires to provide to the Optionee an additional
incentive to promote the success of the Company.
NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee the right and option to purchase Common Shares of the
Company under and pursuant to the terms and conditions of the Company's 1998
Stock Option Plan (the "Plan") and upon the following terms and conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to One Hundred Twenty-Five Thousand
(125,000) Common Shares of the Company (the "Option Shares") during the period
commencing on the date hereof and terminating at 5:00 P.M. on May 15, 2007 (the
""Expiration Date").
2. NATURE OF OPTION. The Option is not intended to meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended, relating to
"incentive stock options."
3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be
Thirty Cents ($.30) (the "Option Price"). The Company shall pay all original
issue or transfer taxes on the exercise of the Option.
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance with
the provisions of the Plan. As soon as practicable after the receipt of notice
of exercise and payment of the Option Price as provided for in the Plan, the
Company shall tender to the Optionee a certificate issued in the Optionee's name
evidencing the number of Option Shares covered thereby.
5. TRANSFERABILITY. The Option shall not be transferable other than by will
or the laws of descent and distribution and, during the Optionee's lifetime,
shall not be exercisable by any person other than the Optionee.
6. TERMINATION OF DIRECTORSHIP. The Option shall remain exercisable until
the Expiration Date notwithstanding any termination or cessation of directorship
or other association with the Company or its subsidiaries for any reason
whatsoever.
7. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
8. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and delivered personally or sent by facsimile
transmission, overnight mail or courier or registered or certified mail, return
receipt requested, postage prepaid, addressed to the Company at 0000 Xxxxxxxx,
Xxxxxxx, Xxx Xxxx 00000, Attention: Chief Executive Officer, and to the Optionee
at the address set forth below or to such other address as either party may
hereafter designate in writing to the other party in accordance with the
provisions hereof. Notices shall be deemed to have been given on the date of
mailing or transmission, except notices of change of address, which shall be
deemed to have been given when received.
9. BINDING EFFECT. This Stock Option Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective legal
representatives, successors and assigns.
10. ENTIRE AGREEMENT. This Stock Option Agreement, together with the Plan,
contains the entire understanding of the parties hereto with respect to the
subject matter hereof and may be modified only by an instrument executed by the
party sought to be charged. No amendment on the part of the Company shall be
valid unless approved by its Board of Directors.
11. GOVERNING LAW. This Stock Option Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, excluding
choice of law rules thereof.
12. EXECUTION IN COUNTERPARTS. This Stock Option Agreement may be executed
in counterparts, each of which shall be deemed to be an original, but both of
which together shall constitute one and the same instrument.
13. FACSIMILE SIGNATURES. Signatures hereon which are transmitted via
facsimile shall be deemed original signatures.
14. INTERPRETATION; HEADINGS. The provisions of this Stock Option Agreement
shall be interpreted in a reasonable manner to give effect to the intent of the
parties hereto. The headings and captions under sections and paragraphs of this
Stock Option Agreement are for convenience of reference only and do not in any
way modify, interpret or construe the intent of the parties or affect any of the
provisions of this Stock Option Agreement.
Remainder of Page Intentionally Left Blank. Signature Page Follows.
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IN WITNESS WHEREOF, the parties have executed this Stock Option Agreement
as of the day and year first above written.
DCAP GROUP, INC.
By:/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Chief Executive Officer
/s/ Xxx X. Xxxx
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Xxx X. Xxxx
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Address
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Fax Number
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