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EXHIBIT 10.30
INCENTIVE STOCK OPTION AGREEMENT
under the
ACSYS, INC.
AMENDED AND RESTATED 1997 STOCK OPTION PLAN
Optionee: Xxxxx X. Xxxxxxxx, Xx.
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Number Shares Subject to Option: 50,000
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Exercise Price per Share: $1.938
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Date of Grant: February 2, 2000
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1. Grant of Option. Acsys, Inc. (the "Company") hereby grants to
the Optionee named above (the "Optionee"), under the Acsys, Inc. Amended and
Restated 1997 Stock Option Plan (the "Plan"), an Incentive Stock Option to
purchase, on the terms and conditions set forth in this agreement (this "Option
Agreement"), the number of shares indicated above of the Company's common stock
(the "Stock"), at the exercise price per share set forth above (the "Option").
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned such terms in the Plan.
2. Vesting of Option.
(a) Normal Vesting. Unless the exercisability of the
Option is accelerated in accordance with Section (b) below or otherwise, the
Option shall vest (become exercisable) in accordance with the following
schedule:
Number of Option
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Date Shares Vested
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February 2, 2001 16,667
February 2, 2002 16,667
February 2, 2003 16,666
(b) Change in Control. In the event of a Change in
Control (as defined in Optionee's Employment Agreement), the Option shall
become immediately exercisable in full.
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(c) Certain Terminations. In the event Optionee's
employment with the Company is terminated by the Company without Cause (as
defined in Optionee's Employment Agreement) or by Optionee for Good Reason (as
defined in Optionee's Employment Agreement), the Option shall become
immediately exercisable in full.
3. Period of Option and Limitations on Right to Exercise. The
Option will, to the extent not previously exercised, lapse under the earliest
of the following circumstances; provided, however, that the Committee may,
prior to the lapse of the Option under the circumstances described in
paragraphs (b), (c) and (d) below, provide in writing that the Option will
extend until a later date, but if Option is exercised after the dates specified
in paragraphs (b), (c) and (d) above, it will automatically become a
Non-Qualified Stock Option:
(a) The Option shall lapse as of 5:00 p.m., Eastern
Time, on the tenth anniversary of the date of grant (the "Expiration
Date").
(b) The Option shall lapse three months after Optionee's
termination of employment for any reason other than Optionee's death
or Permanent and Total Disability.
(c) In the event of termination of employment because of
Optionee's Permanent and Total Disability, the Option shall lapse one
year after the date of the Optionee's termination of employment.
(d) If the Optionee dies while employed by the Company
or any of its Subsidiaries, or during the three-month period described
in subsection (b) above, or during the one-year period described in
subsection (c) above, and before the Option otherwise lapses, the
Option shall lapse one year after the date of the Optionee's death.
Upon the Optionee's death, the Option may be exercised by the
Optionee's beneficiary.
If the Optionee or his beneficiary exercises an Option after
termination of employment, the Option may be exercised only with respect to the
shares that were otherwise vested on the Optionee's termination of employment.
4. Exercise of Option. The Option shall be exercised by written
notice directed to the Secretary of the Company at the principal executive
offices of the Company, in substantially the form attached hereto as Exhibit A,
or such other form as the Committee may approve. Such written notice shall be
accompanied by full payment in cash, shares of Stock previously acquired by the
Optionee, or any combination thereof, for the number of shares specified in
such written notice; provided, however, that if shares of Stock are used to pay
the exercise price, such shares must have been held by the Optionee for at
least six months. The Fair Market Value of the surrendered Stock as of the date
of the exercise shall be determined in valuing Stock used in payment of the
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exercise price. To the extent permitted under Regulation T of the Federal
Reserve Board, and subject to applicable securities laws, the Option may be
exercised through a broker in a so-called "cashless exercise" whereby the
broker sells the Option shares and delivers cash sales proceeds to the Company
in payment of the exercise price.
Optionee must exercise the Option for at least the lesser of 100
shares or the number of shares of Purchasable Stock as to which the Option
remains unexercised. Subject to the terms of this Option Agreement, the Option
may be exercised at any time and without regard to any other option held by the
Optionee to purchase stock of the Company.
5. Limitation of Rights. The Option does not confer to the
Optionee or the Optionee's personal representative any rights of a shareholder
of the Company unless and until shares of Stock are in fact issued to such
person in connection with the exercise of the Option. Nothing in this Option
Agreement shall interfere with or limit in any way the right of the Company or
any Subsidiary to terminate the Optionee's employment at any time, nor confer
upon the Optionee any right to continue in the employ of the Company or any
Subsidiary.
6. Stock Reserve. The Company shall at all times during the term
of this Option Agreement reserve and keep available such number of shares of
Stock as will be sufficient to satisfy the requirements of this Option
Agreement.
7. Optionee's Covenant. The Optionee hereby agrees to use his
best efforts to provide services to the Company in a workmanlike manner and to
promote the Company's interests.
8. Restrictions on Transfer and Pledge. The Option may not be
pledged, encumbered, or hypothecated to or in favor of any party other than the
Company or a Parent or Subsidiary, or be subject to any lien, obligation, or
liability of the Optionee to any other party other than the Company or a Parent
or Subsidiary. The Option is not assignable or transferable by the Optionee
other than by will or the laws of descent and distribution or pursuant to a
Qualified Domestic Relations Order. The Option may be exercised during the
lifetime of the Optionee only by the Optionee (or by Optionee's guardian or
legal representative, should one be appointed).
9. Plan Controls. The terms contained in the Plan are
incorporated into and made a part of this Option Agreement and this Option
Agreement shall be governed by and construed in accordance with the Plan. In
the event of any actual or alleged conflict between the provisions of the Plan
and the provisions of this Option Agreement, the provisions of the Plan shall
be controlling and determinative.
10. Successors. This Option Agreement shall be binding upon any
successor of the Company, in accordance with the terms of this Option Agreement
and the Plan.
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11. Severability. If any one or more of the provisions contained
in this Option Agreement are invalid, illegal or unenforceable, the other
provisions of this Option Agreement will be construed and enforced as if the
invalid, illegal or unenforceable provision had never been included.
12. Notice. Notices and communications under this Option
Agreement must be in writing and either personally delivered or sent by
registered or certified United States mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to:
Acsys, Inc.
00 00xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Secretary
or any other address designated by the Company in a written notice to the
Optionee. Notices to the Optionee will be directed to the address of the
Optionee then currently on file with the Company, or at any other address given
by the Optionee in a written notice to the Company.
13. Binding Agreement. This Agreement shall be binding upon the
parties hereto and their representatives, successors and assigns.
14. Governing Law. This Agreement is executed and delivered in,
and shall be governed by the laws of, the State of Georgia.
15. Amendments. This Agreement may not be modified except in a
writing executed by each of the parties hereto.
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IN WITNESS WHEREOF, Acsys, Inc., acting by and through its duly
authorized officers, has caused this Option Agreement to be executed, and the
Optionee has executed this Option Agreement, all as of the day and year first
above written.
Acsys, Inc.
By:
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Name: Xxxxx X. Xxxxxx
Title: Chairman and C.E.O.
OPTIONEE:
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Xxxxx X. Xxxxxxxx, Xx.
Address:
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EXHIBIT A
NOTICE OF EXERCISE OF OPTION TO PURCHASE
COMMON STOCK OF
ACSYS, INC.
Name:
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Address:
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Date:
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Acsys, Inc.
00 00xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Secretary
Re: Exercise of Incentive Stock Option
I elect to purchase ______________ shares of Common Stock of Acsys,
Inc. pursuant to the Acsys, Inc. Incentive Stock Option Agreement dated
______________ and the Acsys, Inc. Amended and Restated 1997 Stock Option Plan.
The purchase will take place on the Exercise Date, which will be as soon as
practicable following the date this notice and all other necessary forms and
payments are received by the Company, unless I specify a later date (not to
exceed 30 days following the date of this notice).
On or before the Exercise Date, I will pay the full exercise price in
the form specified below (check one):
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[ ] Cash Only: by delivering a certified or a cashier's check to
Acsys, Inc. for $___________.
[ ] Cash and Shares: by delivering a certified or a cashier's
check to Acsys, Inc. for $_________ for the part of the
exercise price. I will pay the balance of the exercise price
by delivering to the Company a stock certificate with my
endorsement for shares of Acsys Stock that I have owned for
at least six months. If the number of shares of Acsys Stock
represented by such stock certificate exceeds the number
needed to pay the exercise price (based on the Fair Market
Value of the Acsys Stock on the date of delivery), the
Company will issue me a new stock certificate for the excess.
[ ] Shares Only: by delivering to the Company a stock certificate
with my endorsement for shares of Acsys Stock that I have
owned for at least six months. If the number of shares of
Acsys Stock represented by such stock certificate exceeds the
number needed to pay the exercise price (based on the Fair
Market Value of the Acsys Stock on the date of delivery), the
Company will issue me a new stock certificate for the excess.
[ ] Cash From Broker: by delivering the purchase price from
_______________________, a broker, dealer or other "creditor"
as defined by Regulation T issued by the Board of Governors
of the Federal Reserve System (the "Broker"). I authorize the
Company to issue a stock certificate in the number of shares
indicated above in the name of the Broker in accordance with
instructions received by the Company from the Broker and to
deliver such stock certificate directly to the Broker (or to
any other party specified in the instructions from the
Broker) upon receiving the exercise price from the Broker.
Please deliver the stock certificate to me (unless I have chosen to
pay the purchase price through a broker).
Very truly yours,
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AGREED TO AND ACCEPTED:
ACSYS, INC.
By:
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Title:
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Number of Option Shares
Exercised:
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Number of Option Shares
Remaining:
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Date:
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