FORM OF OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") dated as of the ____ day of
December, 1996 by and between Computer Marketplace, Inc., a Delaware corporation
(hereinafter the "Company"), and ______________________ (the "Optionholder").
W I T N E S S E T H:
WHEREAS, the Optionholder is an employee or director of [consultant to]
the Company; and
WHEREAS, the Company desires to compensate the Optionholder for
exemplary services rendered and to provide the Optionholder with an incentive to
assist in the Company's continued prosperity; and
WHEREAS, the Company would like to grant to the Optionholder an option
(the "Option") to acquire shares of common stock of the Company (the "Option
Shares"), pursuant to the terms herein.
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and premises contained herein, the parties hereto agree, subject to the terms
and conditions herein, as follows:
1. The Option Grant.
(a) Upon the execution hereof, the Company grants to the
Optionholder the right and option to purchase __________ (_____) Option Shares
(adjusted to reflect any stock splits, reverse splits recapitalizations or other
business combinations), at a price (the "Exercise Price") of $.1667 per share
(or $1.00 per share following the contemplated 1-for-6 reverse stock split).
(b) The Option shall be exercisable for a period of four (4)
years from the date hereof; provided however, that in the event that the
Optionholder ceases to be employed by [retained as a consultant to] the Company,
for any reason whatsoever, then this Option Agreement shall terminate 90 days
following the date of such termination, or resignation, as the case may be, and
the Optionholder shall have no further rights under this Option Agreement.
2. Method of Exercise. The exercise by an Optionholder of the rights
granted hereunder shall be by means of a notice of exercise (the "Notice of
Exercise") delivered to the Company spe cifying the number of Option Shares to
be purchased. Within five (5) days of receiving the Notice of Exercise, the
Company shall schedule a closing, which shall be no more than five (5) days
later. At the closing, the Company shall deliver the Option Shares to the
Optionholder with the appropriate transfer documents and the
Optionholder shall pay to the Company the full purchase price of such exercised
Option Shares either in cash or by check payable to the order of "Computer
Marketplace, Inc." All Option Shares issued pursuant to such option shall be
fully paid and nonassessable and shall not be subject to any liens. In lieu of
the foregoing, so long as the Optionholder sells Option Shares to the public
(either pursuant to Rule 144 or a registered public offering) through a
broker-dealer registered with the National Association of Securities Dealers and
such a broker-dealer is given irrevocable instructions to transfer the aggregate
Exercise Price to the Company upon sales of the Option Shares, this Option may
be exercised by the Optionholder.
3. Stockholder Rights. Neither the Optionholder nor any other person
legally entitled to exercise the Option shall be entitled to any of the rights
or privileges of a stockholder of the Company with respect to any Option Shares
issuable upon any exercise of the Option unless and until the Option is
exercised.
4. No Waiver. The failure of any of the parties hereto to enforce any
provisions hereof on any occasion shall not be deemed to be a waiver of any
privilege given by any provision of this Agreement.
5. Entire Agreement. This Agreement constitutes the entire
agreement on the understanding of the parties hereto, and no amendment,
modification or waiver of any provision herein shall be effective, unless in
writing, executed by the party charged therewith.
6. Governing Law. This Agreement shall be construed and interpreted and
enforced in accordance with and shall be governed by the internal laws of the
State of Delaware.
7. Binding Effect. This Agreement shall be binding upon, and inure to
the benefit of the parties and their successors and assigns.
8. Paragraph Headings. The paragraph headings herein have been inserted
for convenience of reference only and shall no way modify or restrict any of the
terms of the provisions hereof.
9. Notices. Any notice required or permitted to be delivered hereunder
shall be deemed effective five (5) days after mailing when sent by United States
mail, postage prepaid, certified mail, return receipt requested, addressed to
Optionholder or the Company, as the case may be, at the addresses set forth
below:
If to Optionholder:
[Name]
[Address]
With a copy to:
If to the Company:
Computer Marketplace, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: L. Xxxxx Xxxxx
With a copy to:
Xxxxxxxxx & Xxxxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
10. Unenforceability and Severability. If any provision of this
Agreement is found to be void or unenforceable by a court of competent
jurisdiction, then the remaining provisions of this Agreement shall nevertheless
be binding upon the parties with the same force and effect as though the
unenforceable part has been severed and deleted.
11. Counterparts. This Agreement may be executed in counterparts, all
of which shall be deemed to be duplicate originals.
12. Further Assurances. The Company and Optionholder agrees to execute
and deliver to each other such documents as the other party shall reasonably
request to effectuate the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement this ____ day of December, 1996.
COMPUTER MARKETPLACE, INC.
By: /s/ L. Xxxxx Xxxxx
---------------------------------
Name: L. Xxxxx Xxxxx
Title: President
------------------------------------
[Name of Optionholder]
