Exhibit 10.5
BRANDPARTNERS GROUP, INC.
EMPLOYEE STOCK OPTION AGREEMENT
OPTION AGREEMENT, made as of October 2, 2003, between BrandPartners Group,
Inc., a Delaware Corporation (hereinafter referred to as the "Company") and
Xxxxx X. Xxxxxx, an employee of the Company or one or more of its Related
Companies (hereinafter called the "Employee").
The Company has adopted the 2001 Stock Incentive Plan (hereinafter
referred to as the "Plan") to encourage key employees and officers of the
Company and its Related Companies to become stockholders of the Company or to
increase their stockholdings in the Company. All capitalized terms used herein
without definition are used as defined in the Plan.
NOW, THEREFORE, for other good and valuable consideration, the parties
hereto have agreed and do hereby agree as follows:
1. GRANT OF OPTIONS. The Company hereby grants to the Employee pursuant to
the Plan the right and option (hereinafter referred to as the "Option") to
purchase from the Company all or any part of an aggregate of 175,000 shares of
the common stock of the Company, $.01 par value (hereinafter referred to as
"Common Stock"), on the terms and conditions set forth in this Agreement and the
Plan, such number of shares of Common Stock to be subject to adjustment as
provided in paragraph 8 hereof.
2. PURCHASE PRICE. The purchase price (hereinafter referred to as the
"Option Price") of the shares of Common Stock covered by the Option shall be
$0.26 per share, subject to adjustment as provided in paragraph 8 hereof.
3. TERM AND EXERCISABILITY OF OPTION. Unless earlier terminated as
provided in paragraph 6 hereof, the Option granted hereunder shall expire on
October 1, 2008. Once the Option becomes exercisable, it may be exercised at any
time or from time to time prior to such expiration or termination, as to any
part of or all of the shares of Common Stock covered thereby; provided, however,
that if the Option is partially exercised, it shall be done so in denominations
of 5,000 shares or more. The Option shall become exercisable on and after the
following dates:
Number of Shares
Date Becoming Exercisable
December 31, 2003 87,500
March 31, 2004 87,500
The rights to exercise the Option shall be cumulative. In the event of a Change
of Control of the Company (as defined in the Plan) the right to exercise the
Option shall be accelerated so that the Option may be exercised on the date of
the Change of Control.
4. NONTRANSFERABILITY. The Option shall not be assignable or transferable
other than by will or the laws of descent and distribution. The Option shall be
exercisable during the lifetime of the Employee only by the Employee. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the Option contrary to the provisions hereof shall be null and void and without
effect. Notwithstanding the aforesaid, except for Options that are "incentive
stock options" as defined in the Internal Revenue Code of 1986, as amended, the
Options may be transferred by the Employee to (i) the spouse, children or
grandchildren of the optionee ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or (iii) a
partnership in which such Immediate Family Members are the only partners,
provided that (x) there may be no consideration for any such transfer and (y)
subsequent transfers of the transferred Options shall be prohibited except those
by will or the laws of descent and distribution. Following transfer, the Options
shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer.
5. NO GUARANTY OF EMPLOYMENT. Nothing in this Agreement or the Plan shall
confer upon the Employee any right to be continued in the employ of the Company
or any Related Company. Nothing in this Agreement or in the Plan shall limit the
right of the Company or any Related Company to terminate the employment of the
Employee or to reduce or change his or her compensation at any time and from
time to time.
6. DISABILITY OF EMPLOYEE. In the event that the Employee becomes
physically disabled while he or she is in the employ of the Company or any
Related Company, then the right to exercise the Option shall accelerate and the
Employee shall have the right to exercise the Option in full until the
expiration date of the Option, if sooner.
7. DEATH OF EMPLOYEE. In the event of the death of the Employee while he
or she is in the employ of the Company or any Related Company (or within three
months subsequent to the termination of his or her employment), the Option or
unexercised portion thereof shall be exercisable in full at any time prior to
the expiration date of the Option, in accordance with the terms of the Option,
but only by the person or persons to whom such Employee's rights under the
Option shall pass by the Employee's will or by laws of descent and distribution
of the state of his or her domicile at the time of his or her death.
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8. ADJUSTMENTS. In the event of any merger, reorganization, consolidation,
sale of substantially all assets, recapitalization, reclassification, Common
Stock dividend, Common Stock split, spin-off, split-up, split-off, distribution
of assets or other change in corporate structure affecting the Common Stock
after the date hereof, an appropriate substitution or adjustment shall be made
in the number of shares subject to the Option and to the Option Price; provided,
however, that such adjustment shall not increase the aggregate value of the
Option, no fractional shares shall be issued, and the aggregate Option Price
shall be appropriately reduced on account of any fractional shares. Any such
adjustment shall be made by the Compensation Committee of the Board of Directors
of the Company or other committee administering the Plan (the "Committee"), and
any such adjustment pursuant to this paragraph 8 shall be conclusive.
9. EXERCISE OF OPTION. Subject to the terms and conditions of this
Agreement, the Option may be exercised by written notice to the Company at its
principal office which is now located at 000 Xxxxx Xxxxxx, Xxxxxxxxx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Chief Financial Officer. Such notice shall
state the election to exercise the Option and the number of shares in respect of
which it shall be exercised, and shall be signed by the person or persons so
exercising the Option. In the event that the Option shall be exercised pursuant
to paragraph 7 hereof by any person or persons other than the Employee, such
notice shall be accompanied by appropriate proof of the right of such person or
persons to exercise the Option, as may be reasonably required by the Company and
its counsel. The notice of exercise shall be accompanied by payment of the full
purchase price of the shares being purchased in cash or cash equivalents. 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 and shall be delivered, as provided above, to or upon the
written order of the person or persons exercising the Option as soon as
practicable (except as otherwise provided below in this paragraph 9) after the
due and proper exercise of the Option. The holder of the Option shall not have
any rights of a stockholder with respect to the shares covered by the Option
unless and until the certificate or certificates for such shares shall have been
issued and delivered to him or her. It is expressly understood that,
notwithstanding anything contained in this Agreement to the contrary, (1) the
time for the delivery of the certificate or certificates of Common Stock may be
postponed by the Company for such period as may be required by the Company to
comply with any listing requirements of any national securities exchange or to
comply with any applicable State or Federal law, and (2) the Company shall not
be obligated to sell, issue or deliver any shares as to which the option or any
part thereof shall have been exercised unless such shares are at that time
effectively registered or exempt from registration under the Securities Act of
1933, as amended. All shares that shall be purchased upon the exercise of the
Option as provided herein shall be fully paid and non-assessable.
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10. MISCELLANEOUS. Notwithstanding anything to the contrary contained in
this Agreement, the Option shall constitute, to the extent permissible, and be
subject to all applicable provisions relating to "incentive stock options" as
defined in the Internal Revenue Code of 1986, as amended, and in the event of
any conflict between the terms of this Option and the provisions of said Code,
then the provisions of said Code shall apply.
The Committee has the authority to interpret the Plan and this Agreement,
and to decide all questions of fact arising under them. All determinations by
the Committee shall be final and binding on the Employee.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by an officer thereof thereunto duly authorized, and the Employee has
hereunto set his or her hand, all as of the day and year first above written.
BRANDPARTNERS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Chief Executive Officer
/s/ Xxxxx X. Xxxxxx
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Employee
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