Exhibit 15
BRANDPARTNERS GROUP, INC.
FORM OF
STOCK OPTION AGREEMENT
OPTION AGREEMENT, made as of the 26th day of March, 2002, between
BrandPartners Group, Inc., a Delaware Corporation (hereinafter referred to as
the "Company") and Xxxxxxx X. Xxxxxxxxx, 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
1,500,000 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
$1.10 per share, subject to adjustment as provided in paragraph 8 hereof.
3. DURATION AND VESTING OF OPTION. The Option granted hereunder
shall be for a period of five (5) years from the date hereof, subject to earlier
termination as provided in paragraph 6 hereof. The Option 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 500,000 shares covered by the Option are immediately exercisable, an
additional 500,000 shares covered by the Option shall become exercisable on and
after January 1, 2003, and the remaining 500,000 shares covered by the Option
shall become exercisable on and after January 1, 2004.
The rights to exercise Options as aforesaid 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 in accordance with the terms of the
Plan.
Except as provided in paragraphs 6 and 7 hereof, the Option may not
be exercised unless the Employee at the time of such exercise is an employee of
the Company or of a Related Company and shall have been continuously so employed
since the date hereof. Absence on permitted leave from the Company or any
Related Company, or a change of employment from any Related Company to any other
Related Company or to the Company, or such change from employment by the Company
to any of its Related Companies, shall not be considered an interruption of
employment for the purposes of this Agreement.
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 Option 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. EMPLOYMENT. Nothing in this Agreement or the Plan shall confer
upon the Employee any right to continued employment by 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. TERMINATION OF EMPLOYMENT. In the event the employment of the
Employee with the Company and/or the Related Company by which he or she is
employed ceases (other than as a result of a leave of absence approved by the
Company or a Related Company or by reason of the Employee's death or physical
disability), all rights to purchase shares pursuant to the Option shall
forthwith cease and terminate, except that, for a period of three months after
the termination of his or her employment, the Employee shall have the right to
exercise the Option with respect to those shares which he or she had a right to
purchase as of the date of termination. If such termination results from
physical disability, then the right to exercise the Option shall accelerate and
the Employee shall have the right to exercise the Option in full for a period of
twelve (12) months after the date of the date of his termination of employment
or 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, whether or not 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.
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.
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, Xxx Xxxx, Xxx Xxxx.
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, in shares of Common Stock which have been owned by the Employee for
at least six months, or in any combination thereof. The Employee shall have the
right to instruct the Company to withhold a portion of his Option shares to meet
the minimum obligations for tax withholding upon exercise of the Option. In the
alternative, the Employee may tender previously owned shares to the Company
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to satisfy such tax withholding obligation. 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.
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.
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:
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Employee
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