Exhibit Number (d)(2)
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FORM OF OPTION AGREEMENT ISSUED PURSUANT TO THE JUDGE GROUP INC.
1996 STOCK OPTION PLAN
THE JUDGE GROUP, INC.
1996 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
made as of (month) (date), 2002 (the "Grant Date"),
between The Judge Group, Inc., a Pennsylvania corporation (the "Company"),
and (employee), a Key Employee of the Company and/or
a Related Corporation (the "Employee").
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WHEREAS, the Company desires to afford the Employee an
opportunity to purchase shares of common stock of the Company ("Common Stock")
as hereinafter provided, in accordance with the provisions of The Judge Group,
Inc. 1996 Stock Option Plan (the "Plan"), a copy of which has been provided to
the Employee;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration the legal sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. Grant of Option. The Company hereby grants to the Employee the right
and option (the "Option") to purchase all or any part of an aggregate of
(#shares) shares of Common Stock. The Option is in all respects limited and
conditioned as hereinafter provided, and is subject in all respects to the terms
and conditions of the Plan now in effect and as they may be amended, from time
to time in accordance with the Plan (which terms and conditions are and
automatically shall be incorporated herein by reference and made a part hereof
and shall control in the event of any conflict with any other terms of this
Agreement). It is intended that the Option granted hereunder be an incentive
stock option ("ISO") as such term is defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Purchase Price. The purchase price per share of the shares of Common
Stock covered by the Option shall be $(price). It is the determination of the
committee that administers the Plan (the "Committee") that on the Grant Date the
Option price was not less than the greater of one hundred percent (100%) (or, in
the case of a Key Employee who owns more than ten percent (10%) of the total
combined voting power of all shares of stock of the Company or of a Related
Corporation, one hundred ten percent (110%)) of the fair market value of a share
of Common Stock, or the par value thereof.
3. Term. Unless earlier terminated pursuant to any provision of the
Plan or of this Agreement, this Option shall expire on (month) (date), 2012 (the
"Expiration Date"), which date is not more than ten (10) years (or, in the case
of a Key Employee who owns more than ten percent (10%) of the total combined
voting power of all shares of stock of the Company or of a Related Corporation,
five (5) years) from the Grant Date. This Option shall not be exercisable on or
after the Expiration Date.
4. Exercise of Option. This Option may be exercised in such
installments and on such dates, not less than six (6) months from the Grant
Date, as follows:
Number of Shares Date Exercisable
---------------- ----------------
(1/4#shares) (month) (date), 2003
(1/4#shares) (month) (date), 2004
(1/4#shares) (month) (date), 2005
(1/4#shares) (month) (date), 2006
Options that become exercisable in accordance with the foregoing shall remain
exercisable, subject to the provisions contained in the Plan and in this
Agreement, until the expiration of the term of this Option as set forth in
Paragraph 3 or until other termination of the Option.
5. Method of Exercising Option. Subject to the terms and conditions of
this Agreement and the Plan, the Option may be exercised by written notice to
the Company, at its principal office, which is located at 0 Xxxx Xxxxx, Xxxxx
000, Xxxx Xxxxxx, Xxxxxxxxxxxx 00000. Such notice (a suggested form of which is
attached) shall state the election to exercise the Option and the number of
shares with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; shall, unless the Company otherwise
notifies the Employee, be accompanied by the investment certificate referred to
in Paragraph 6; and shall be accompanied by payment of the full Option price of
such shares.
The Option price shall be paid to the Company in any of the following methods:
(a) in cash or its equivalent;
(b) in Company Common Stock previously acquired by the Employee, provided
that if such shares of Common Stock were acquired through exercise of an ISO,
such shares have been held by the Employee for a period of not less than the
holding period described in Section 422(a)(1) of the Code on the date of
exercise, or if such shares of Common Stock were acquired through exercise of
a non-qualified stock option or an option under a similar plan, such shares
have been held by the Employee for a period of more than six (6) months on
the date of exercise;
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Exhibit Number (d)(2)
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FORM OF OPTION AGREEMENT ISSUED PURSUANT TO THE JUDGE GROUP INC.
1996 STOCK OPTION PLAN
(c) in Company Common Stock newly acquired by the Employee upon exercise
of such Option;
(d) in any combination of method (a), method (b), and method (c); or
(e) By delivering a properly executed notice of exercise of the Option to
the Company and a broker, with irrevocable instructions to the broker
promptly to deliver to the Company the amount of sale or loan proceeds
necessary to pay the exercise price of the Option.
In the event such Option price is paid, in whole or in part, with shares of
Common Stock, the portion of the Option price so paid shall be equal to the
"fair market value" on the date of exercise of the Option, as such "fair market
value" is determined in Section 1(b)(7) of the Plan, of the Common Stock
surrendered in payment of such Option Price. Upon receipt of such notice and
payment, the Company, as promptly as practicable, shall deliver or cause to be
delivered a certificate or certificates representing the shares with respect to
which the Option is so exercised. The certificate or certificates for the shares
as to which the Option shall have been so exercised shall be registered in the
name of the person or persons so exercising the Option (or, if the Option shall
be exercised by the Employee and if the Employee shall so request in the notice
exercising the Option, shall be registered in the name of the Employee and
Employee's spouse, jointly, with right of survivorship) and shall be delivered
as provided above to or upon the written order of the person or persons
exercising the Option. In the event the Option shall be exercised by any person
or persons after the legal disability or death of the Employee, such notice
shall be accompanied by appropriate proof of the right of such person or persons
to exercise the Option. All shares that shall be purchased upon the exercise of
the Option as provided herein shall be fully paid and non-assessable by the
Company.
6. Shares to be Purchased for Investment. Unless the Company has
theretofore notified the Employee that a registration statement covering the
shares to be acquired upon the exercise of the Option has become effective under
the Securities Act of 1933 and the Company has not thereafter notified the
Employee that such registration statement is no longer effective, it shall be a
condition to any exercise of this Option that the shares acquired upon such
exercise be acquired for investment and not with a view to distribution, and the
person effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the same as the
Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
necessary to avoid a risk of violation of the Securities Act of 1933 (or of any
rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
7. Non-Transferability of Option. This Option is not assignable or
transferable, in whole or in part, by the Employee otherwise than by will or by
the laws of descent and distribution, and during the lifetime of the Employee
the Option shall be exercisable only by the Employee or by his or her guardian
or legal representative.
8. Termination of Employment. If the Employee's employment with the Company
and all related corporations, as defined in the Plan, is terminated for any
reason other than death or disability prior to the Expiration Date of this
Option as set forth in Paragraph 3, this Option may be exercised, to the extent
of the number of shares with respect to which the Employee could have exercised
it on the date of such termination of employment, or to any greater extent
permitted by the Committee, by the Employee at any time prior to the earlier of:
(a) the Expiration Date specified in Paragraph 3; or
(b) three (3) months after the date of such termination of employment.
9. Disability. If the Employee becomes disabled, as defined in the Plan,
during his or her employment and, prior to the Expiration Date of this Option as
set forth in Paragraph 3, the Employee's employment is terminated as a
consequence of such disability, this Option may be exercised, to the extent of
the number of shares with respect to which the Employee could have exercised it
on the date of such termination of employment, or to any greater extent
permitted by the Committee in its discretion, by the Employee, or in the event
of the Employee's legal disability, by the Employee's legal representative, at
any time prior to the earlier of:
(a) the Expiration Date specified in Paragraph 3; or
(b) one (1) year after the date of such termination of employment.
10. Death. If the Employee dies during his or her employment and prior to
the Expiration Date of this Option as set forth in Paragraph 3; or if the
Employee's employment is terminated for any reason (as described in Paragraphs 8
or 9 above) and the Employee dies following his or her termination of employment
but prior to the earliest of the Expiration Date of this Option as set forth in
Paragraph 3 above, the expiration of the period determined under Paragraph 8 or
9 above; this Option may be exercised, to the extent of the number of shares
with respect to which the Employee could have exercised it on the date of his or
her death, or to any greater extent permitted by the Committee, by the
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Exhibit Number (d)(2)
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FORM OF OPTION AGREEMENT ISSUED PURSUANT TO THE JUDGE GROUP INC.
1996 STOCK OPTION PLAN
Employee's estate, personal representative or beneficiary who acquired the right
to exercise this Option by bequest or inheritance or by reason of the Employee's
death, at any time prior to the earlier of:
(a) the Expiration Date specified in Paragraph 3, or
(b) three (3) years after the date of such termination of employment.
11. Disqualifying Disposition of Option Shares. The Employee agrees to give
written notice to the Company, at its principal office, if a "disposition" of
the shares acquired through exercise of the Option granted hereunder occurs at
any time within two (2) years after the Grant Date or within one (1) year after
the transfer to the Employee of such shares. For purposes of this Paragraph 11,
the term "disposition" shall have the meaning assigned to such term by Section
424(c) of the Code.
12. Withholding of Taxes. The obligation of the Company to deliver shares
upon the exercise of the Option shall be subject to applicable federal, state
and local tax withholding requirements.
13. Governing Law. This Agreement shall, to the maximum extent possible, be
construed in a manner consistent with the Code provisions concerning ISOs, and
its interpretation shall be governed by applicable federal law and otherwise by
the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the Company has caused this Incentive Stock Option
Agreement to be duly executed by its officers thereunto duly authorized, and the
Employee has hereunto set his or her hand and seal, all on the day and year
first above written.
THE JUDGE GROUP, INC. EMPLOYEE
________________________________ _____________________________
Chief Executive Officer (employee)
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Exhibit Number (d)(2)
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FORM OF OPTION AGREEMENT ISSUED PURSUANT TO THE JUDGE GROUP INC.
1996 STOCK OPTION PLAN
THE JUDGE GROUP, INC.
1996 STOCK OPTION PLAN
Notice of Exercise of Stock Option
Subject to the terms of The Judge Group, Inc. 1996 Stock Option Plan and the
Incentive Stock Option Agreement under which the incentive stock options herein
referenced were granted to me on (month) (date), 2002, I hereby exercise the
incentive stock option granted to me on said date by The Judge Group, Inc. with
respect to the following number of shares of The Judge Group, Inc. common stock,
par value $.01 per share ("Shares"), covered by said option:
Number of Shares being purchased
------------
Option Price per Share $ (price)
------------
Total Option Price $
------------
Check one of the following to indicate method of payment:
___ a. Enclosed is cash, or its equivalent, in the amount of $_______ in full
payment for such Shares.
___ b. Enclosed is/are _______ Share(s) with a total fair market value of
$_______ on the date hereof in full payment for the Shares being
purchased.
___ c. Please withhold _______ Share(s) with a total fair market value of
$_______ on the date hereof in full payment for the Shares being
purchased.
___ d. Enclosed is cash or its equivalent, in the amount of $_______ and
_______ Share(s) with a total fair market value of $_______ on the date
hereof in [partial] [full] payment for such Shares. [In addition,
please withhold _______ Share(s) with a total fair market value of
$_______ on the date hereof.]
___ e. I have provided notice to ____________________________, a broker who
will render full payment for such Shares. (Employee should attach to
the notice of exercise provided to the broker a copy of this Notice of
Exercise and irrevocable instructions to pay to the Company the full
exercise price.)
Please have the certificate or certificates representing the purchased Shares
registered in the following name or names(1):
___________________________________
and sent to: _________________ at: _______________
Date: ________, _______ Signature:___________________
(employee)
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(1) Certificates may be registered in the name of the Employee alone or,
jointly, in the names of the Employee and his or her spouse, with right of
survivorship.
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