EXHIBIT 10.2
FORM OF STOCK OPTION AGREEMENT ISSUED ON DECEMBER 31, 1996
FORM OF OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") dated as of the 31st 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, or 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 (or ________ option
shares following the contemplated one for six reverse stock split), 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, or 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 specifying 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.
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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
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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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 31st day of December, 1996.
COMPUTER MARKETPLACE, INC.
By: /s/ L. XXXXX XXXXX
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L. Xxxxx Xxxxx
President
By:
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[Name of Optionholder]
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