STOCK OPTION AGREEMENT, dated as of February 25, 1999, between
DCAP GROUP, INC. (formerly EXTECH Corporation), a Delaware corporation (the
"Company"), and XXXXXX X. XXXXXXXXX (the "Optionee").
WHEREAS, simultaneously herewith, the Company is entering into
an Employment Agreement with the Optionee pursuant to which the Optionee is to
perform certain employment duties and services for the Company; and
WHEREAS, the Company desires to provide to the Optionee an
additional incentive to promote the success of the Company.
NOW, THEREFORE, in consideration of the foregoing, the Company
hereby grants to the Optionee the right and option to purchase Common Shares of
the Company under and pursuant to the terms and conditions of the Company's 1998
Stock Option Plan (the "Plan") and upon the following terms and conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase up to Two Hundred Twenty-Five Thousand
(225,000) Common Shares of the Company (the "Option Shares") during the
following periods:
(a) All or any part of One Hundred Twelve Thousand Five
Hundred (112,500) Common Shares may be purchased during the period commencing on
the first anniversary of the date hereof and terminating at 5:00 P.M. on the
fifth anniversary of the date hereof (the "Expiration Date").
(b) All or any part of an additional One Hundred Twelve
Thousand Five Hundred (112,500) Common Shares may be purchased during the period
commencing on the second anniversary of the date hereof and terminating at 5:00
P.M. on the Expiration Date.
2. NATURE OF OPTION. The Option to purchase the initial Thirty-Seven
Thousand One Hundred Seventy-Four (37,174) Option Shares commencing in each of
2000 and 2001 is intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended, relating to "incentive stock
options." The remaining Option to purchase Option Shares is not intended to meet
such requirements.
3. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be Two Dollars Sixty-Nine Cents ($2.69) (the "Option Price").
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance
with the provisions of the Plan. As soon as practicable after the receipt of
notice of exercise and payment of the Option Price as provided for in the Plan,
the Company shall tender to the Optionee a certificate issued in the Optionee's
name evidencing the number of Option Shares covered thereby.
5. TRANSFERABILITY. The Option shall not be transferable other than by
will or the laws of descent and distribution and, during the Optionee's
lifetime, shall not be exercisable by any person other than the Optionee.
6. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
7. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and delivered personally or sent by facsimile
transmission, overnight mail or courier or registered or certified mail, return
receipt requested, postage prepaid, addressed to the Company at 00 Xxxxxxx
Xxxxxx, Xxxx Xxxxxx, Xxx Xxxx 00000, Attention: President (fax number: (516)
000-0000), and to the Optionee at the address set forth below or to such other
address as either party may hereafter designate in writing to the other party in
accordance with the provisions hereof. Notices shall be deemed to have been
given on the date of mailing or transmission, except notices of change of
address, which shall be deemed to have been given when received.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
9. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains
the entire understanding of the parties hereto with respect to the subject
matter hereof and may be modified only by an instrument executed by the party
sought to be charged. No amendment on the part of the Company shall be valid
unless approved by its Board of Directors.
10. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, excluding choice of law
rules thereof.
11. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but both of which
together shall constitute one and the same instrument.
12. FACSIMILE SIGNATURES. Signatures hereon which are transmitted via
facsimile shall be deemed original signatures.
13. REPRESENTATION BY COUNSEL; INTERPRETATION. The Optionee
acknowledges that he has been represented by counsel in connection with this
Agreement. Accordingly, any rule or law or any legal decision that would require
the interpretation of any claimed ambiguities in this Agreement against the
party that drafted it has no application and is expressly waived by the
Optionee. The provisions of this Agreement shall be interpreted in a reasonable
manner to give effect to the intent of the parties hereto.
14. HEADINGS. The headings and captions under sections and paragraphs
of this
2
Agreement are for convenience of reference only and do not in any way modify,
interpret or construe the intent of the parties or affect any of the provisions
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
DCAP GROUP, INC.
By: /s/ Xxxxx Xxxx
------------------
Xxxxx Xxxx, President
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Xxxxxx X. Xxxxxxxxx
00 Xxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxx Xxxx 00000
---------------------------
Address
(000) 000-0000
--------------
Fax Number
3
