EXHIBIT 10-5
FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE STRIDE & ASSOCIATES, INC.
1998 STOCK OPTION AND GRANT PLAN
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No. of Shares Date of Grant
Pursuant to the Stride & Associates, Inc. 1998 Stock Option and Grant
Plan (the "Plan"), Stride & Associates, Inc., Inc. (including its successors,
the "Company") hereby grants to ________________ (the "Optionee") an option to
purchase ("Option") prior to the fifth (5th) anniversary of the date of grant
("Date of Grant") of this Option (the "Expiration Date"), at an exercise price
per share of $_____, all or any of the number of shares of Common Stock, par
value $.01 per share ("Common Stock"), of the Company indicated above (the
"Option Shares"), subject to the terms and conditions set forth herein and in
the Plan. Any terms not defined herein shall have the same meaning defined in
the Plan.
1. VESTING SCHEDULE. This Stock Option shall vest 33 1/3% on ________,
____ and 8.333% on each fiscal quarter end thereafter for so long as the
Optionee is employed by the Company on each such date and subject to
acceleration, assumption and termination as provided in Section 3(c) of the
Plan. This Stock Option shall be exercisable to the extent vested at any time or
times prior to the Expiration Date, subject to the provisions hereof and of the
Plan.
2. MANNER OF EXERCISE. The Optionee may exercise this Option from time
to time prior to the Expiration Date, by providing written notice to the Company
of an election to purchase some or all of the Option Shares. Said notice shall
specify the number of Option Shares to be purchased and shall be accompanied by
payment therefor in cash, certified check, bank check or wire transfer, in U.S.
funds, payable to the order of the Company in an amount equal to the exercise
price of such Option Shares. Alternatively, the Optionee may make payment for
the exercise price (a) in the form of Option Shares that have been beneficially
owned by the Optionee for at least six months and with a Fair Market Value equal
to the exercise price or (b) by delivering to the Company a promissory note in a
principal amount equal to the exercise price of such Option Shares, bearing
interest at the applicable federal rate, with a maturity date of three years
from issuance (or earlier upon a sale of the Option Shares) and secured by the
Option Shares or (c) by such other method of payment permitted under the Plan.
No certificates for Option Shares so purchased will be issued to Optionee until
the Company has completed all steps required by law to be taken in connection
with the issue and sale of such Option Shares.
3. TRANSFERABILITY. This Agreement may be transferred to a Permitted
Transferee (as such term is defined in the Shareholders Agreement dated the date
hereof among the Company, the Optionee and certain other parties signatory
thereto).
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4. STATUS OF THE STOCK OPTION. This Option is not intended to qualify
as an "incentive stock option" under Section 422 of the Internal Revenue Code of
1986, as amended.
5. CONTRACTUAL RESTRICTIONS. The Optionee acknowledges that the Option
Shares, upon exercise of the Option, shall be bound by the terms of that certain
Shareholders Agreement dated as of June 4, 1998, as amended from time to time,
among the Company and certain holders of its capital stock. The Optionee further
acknowledges and agrees that the Option Shares, upon exercise of the Option,
shall be subject to repurchase by the Company at fair market value as determined
by good faith by the Board of Directors of the Company in the event that the
Optionee's employment with the Company is terminated at any time prior to the
consummation of the initial public offering by the Company.
6. LEGEND. Any certificate representing the Option Shares shall carry
the following legends:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be
offered, sold or otherwise transferred, pledged or hypothecated
unless and until such shares are registered under such Act or an
opinion of counsel satisfactory to the corporation is obtained to
the effect that such registration is not required."
7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. This Option shall be
subject to adjustment in the event of certain changes of capitalization of the
Company as set forth in Section 3(b) of the Plan.
8. WITHHOLDING TAXES. The Optionee shall be subject to the tax
withholding obligations as set forth in Section 8 of the Plan.
9. MISCELLANEOUS.
(a) EMPLOYMENT. This Option does not confer upon the Optionee any
rights with respect to continuation of employment by the Company, nor
shall it interfere with any right of the Company to terminate such
employment at anytime.
(b) EQUITABLE RELIEF. The parties hereto agree and declare that
legal remedies are inadequate to enforce the provisions of this Agreement
and that equitable relief, including specific performance and injunctive
relief, may be used to enforce the provisions of this Agreement.
(c) CHANGE AND MODIFICATIONS. This Agreement may not be orally
changed, modified or terminated, nor shall any oral waiver of any of its
terms be effective. This
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Agreement may be changed, modified or terminated only by an agreement in
writing signed by the Company and the Optionee.
(d) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.
(e) HEADINGS. The headings are intended only for convenience in
finding the subject matter and do not constitute part of the text of this
Agreement and shall not be considered in the interpretation of this
Agreement.
(f) SAVING CLAUSE. If any provision(s) of this Agreement shall be
determined to be illegal or unenforceable, such determination shall in no
manner affect the legality or enforceability of any other provision
hereof.
(g) NOTICES. All notices, requests, consents and other
communications shall be in writing and be deemed given when delivered
personally, by telex or facsimile transmission or when received if mailed
by a nationally recognized overnight carrier or by first class registered
or certified mail, postage prepaid. Notices to the Company shall be
addressed to its principal offices and to the Optionee as set forth
underneath his or her signature below, or to such other address or
addresses as may have been furnished by such party in writing to the
other. Notices to any holder of the Option Shares other than the Optionee
shall be addressed to the address furnished by such holder to the Company.
(h) BENEFIT AND BINDING EFFECT. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, their respective
successors, assigns, legal representatives, estates, executors,
administrators and heirs.
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The foregoing Option is granted as of the date first written above by
the Company, subject to the terms and conditions contained herein.
STRIDE & ASSOCIATES, INC.
By:
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Name:
Title:
The foregoing Option is hereby accepted and its terms and conditions
are hereby agreed to as of the date first above written.
OPTIONEE:
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Print Name:
Optionee's Address:
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Social Security No.:
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