Exhibit (d)(5)
FORM OF STOCK OPTION AGREEMENT UNDER THE
GENERAL EMPLOYMENT ENTERPRISES, INC. 1999 STOCK OPTION PLAN
The forms of the stock option agreements under the Company's
1995 Stock Option Plan and its 1997 Stock Option Plan have
been omitted, because they are identical to the form for the
1999 Stock Option Plan, except as to the title of the
respective plan.
GENERAL EMPLOYMENT ENTERPRISES, INC.
Stock Option Agreement
Under The
General Employment Enterprises, Inc. 1999 Stock Option Plan
A Stock Option ("Option") is hereby granted by General
Employment Enterprises, Inc., an Illinois corporation
("Company"), to the employee/director of the Company named
below ("Optionee"), for and with respect to common stock of
the Company, no par value ("Common Stock"), subject to the
following terms and conditions:
1. Grant. Subject to the provision set forth herein
and the terms and conditions of the General Employment
Enterprises, Inc. 1999 Stock Option Plan ("Plan"), the terms
of which are hereby incorporated by reference, and in
consideration of the agreements of Optionee herein provided,
the Company hereby grants to Optionee an option to purchase
from the Company the number of shares of Common Stock, at
the purchase price per share, and on the schedule, set forth
below. At the time of exercise of the Option, payment of
the entire purchase price shall be made pursuant to terms of
the Plan.
Name of Optionee:
Date of Grant: August 5, 2002
Type of Option: Non-Statutory
Number of Shares
Subject to Option: _______ shares
Option Price Per Share: $0.86 (Fair market value as of date of grant.)
Exercise Schedule:
Number of Shares Commencement Expiration
Subject to Option Date Date
August 4, 2012
The grant of the Option is conditioned upon the
acceptance by Optionee of the terms hereof as evidenced by
his execution of this Agreement in the space provided
therefor at the end hereof and the return of an executed
copy to the Secretary of the Company no later than October
18, 2002.
2. Prior Termination. Except as provided in Section
2(b) below, the Option shall not be exercisable prior to the
Commencement Date set forth in Section 1 above.
Notwithstanding the Expiration Date set forth in Section 1
above:
(a) if Optionee's employment with the Company (i) is
terminated by the Company and/or its shareholders for any
reason; or (ii) is voluntarily terminated by the Optionee
for any reason other than; (I) termination on or after
attaining age 55, (II) death or (III) disability, the Option
shall expire on the ninetieth (90) day after such
termination of employment.
(b) if Optionee's employment with the Company
terminates on or after attaining age 55; or by reason of
disability or death, the Option, if not already exercisable
on the date of such termination of employment, shall become
exercisable and shall expire on the earlier of the first
anniversary of the date of such termination of employment or
the date the Option expires in accordance with Section 1
above. During such period the Option may be exercised by
Optionee with respect to the same number of shares of Common
Stock, in the same manner, and to the same extent, as if
Optionee had continued employment during such period;
provided that if such termination occurs by reason of death,
the Option shall be exercisable, in whole or in part, by a
legatee or legatees of the Option under Optionee's will, or
by his executors, personal representatives or distributees.
3. Transferability. The Option may be exercised only
by Optionee during his lifetime, except as provided in
Section 2, above, and may not be transferred other than by
will or the applicable laws of descent or distribution. The
Option shall not otherwise be transferred, assigned, pledged
or hypothecated for any purpose whatsoever and is not
subject, in whole or in part, to execution, attachment, or
similar process. Any attempted assignment, transfer, pledge
or hypothecation or other disposition of the Option, other
than in accordance with the terms set forth herein, shall be
void and of no effect.
4. Notice of Exercise. Written notice of an election
to exercise any portion of the Option, specifying the
portion thereof being exercised, in 1,000 share increments,
(or in such smaller number representing all of the shares
subject to the unexercised portion of the Option) and the
exercise date, shall be given by Optionee, or his personal
representative in the event of Optionee's death (i) by
delivering such notice at the principal executive offices of
the Company no later than the exercise date, or (ii) by
mailing such notice, postage prepaid, addressed to the
Secretary of the Company at the principal executive offices
of the Company at least three business days prior to the
exercise date.
5. Shareholder Status. Neither Optionee nor any
other person entitled to exercise the Option under the terms
hereof shall be, or have any of the rights or privileges of,
a shareholder of the Company in respect of any of the shares
of Common Stock issuable on exercise of the
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Option, unless and until the purchase price for such shares
shall have been paid in full pursuant to the terms of the
Plan.
6. Cancellation or Adjustment. In the event the
Option shall be exercised in whole, this Agreement shall be
surrendered to the Company for cancellation. In the event
the Option shall be exercised in part, or a change in the
number or designation of the Common Stock shall be made,
this Agreement shall be delivered by Optionee to the Company
for the purpose of making the appropriate notation thereon,
or of otherwise reflecting, in such manner as the Company
shall determine, the partial exercise or the change in the
number or designation of the Common Stock. In the event of
any Common Stock dividend, split up, recapitalization,
merger, consolidation, combination, or exchange of shares of
Common Stock, separation, reorganization or liquidation
occurring after the date of this Agreement, the Committee
may adjust the aggregate price to be paid or the aggregate
number and class of shares of Common Stock to be received by
Optionee pursuant to an Option.
7. Administration. The Option shall be exercised in
accordance with such administrative regulations as the
Committee established by the Plan to administer the Plan,
shall from time to time adopt.
8. Governing Law. The Option, and this Agreement
shall be construed, administered and governed in all
respects under and by the laws of the State of Illinois.
9. No Guaranty of Employment. Nothing herein confers
or shall confer on Optionee any right to continue in the
employment of the Company nor shall interfere with the
Company's and/or its shareholders' right to terminate the
employment of Optionee at any time.
10. Notices to Optionee. Any notices by the Company
to Optionee shall be deemed given when personally delivered
to Optionee, or three business days after mailed to Optionee
by first-class mail, postage prepaid, to Optionee's last
address on the employee records of the Company.
11. The Plan. The terms of this Agreement shall be
subject to the terms of the Plan. In the case of any
conflict between the terms of this Agreement and the terms
of the Plan, the terms of the Plan shall control.
GENERAL EMPLOYMENT ENTERPRISES, INC.
By: ____________________________________
Xxxxxxx X. Xxxxxx, Xx., Chief
Executive Officer and Chairman of
the Board
The undersigned hereby accepts the foregoing Option and
the terms and conditions hereof.
_______________ _________________________________
Date Optionee
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