GENERAL EMPLOYMENT ENTERPRISES, INC. Employee Stock Option Agreement Under The Second Amended and Restated General Employment Enterprises, Inc. 1997 Stock Option Plan
Exhibit
10.19
GENERAL
EMPLOYMENT ENTERPRISES, INC.
Employee
Stock Option Agreement
Under
The Second Amended and Restated
General Employment
Enterprises, Inc. 1997 Stock Option Plan
A Stock
Option (“Option”) is hereby granted by General Employment Enterprises, Inc., an
Illinois corporation (“Company”), to the employee of the Company named below
(“Optionee”), for and with respect to common stock of the Company, no par value
(“Common Stock”), subject to the following terms and conditions:
1. Grant. Subject
to the provisions set forth herein and the terms and conditions of the Second
Amended and Restated General Employment Enterprises, Inc. 1997 Stock Option Plan
(“Plan”), the terms of which are hereby incorporated by reference, and in
consideration of the agreements of Optionee herein provided, the Company hereby
grants to Optionee an option to purchase from the Company the number of shares
of Common Stock, at the purchase price per share, and on the schedule, set forth
below. At the time of exercise of the Option, payment of the entire
purchase price shall be made pursuant to terms of the Plan.
Name
of Optionee:
Type
of Option:
Number
of Shares
Subject
to Option:
Option Price per
Share: $ __________(Fair Market Value as of
__________)
Date of Grant:
Exercise
Schedule:
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Number
of Shares
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Commencement
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Expiration
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Subject to
Option
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Date
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Date
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The grant
of the Option is conditioned upon the acceptance by Optionee of the terms hereof
as evidenced by Optionee’s execution of this Agreement in the space provided
therefor at the end hereof and the return of an executed copy to the Secretary
of the Company no later than __________________.
2.
Prior
Termination. Except as provided in Section 2(b) below, the
Option shall not be exercisable prior to the Commencement Date set forth in
Section 1 above. Notwithstanding the Expiration Date set forth in
Section 1 above:
(a) if
Optionee’s employment with the Company (i) is terminated by the Company for any
reason; or (ii) is voluntarily terminated by the Optionee for any reason other
than; (I) termination on or after attaining age 55, (II) death or (III)
disability, the Option shall expire on the ninetieth (90) day after such
termination of employment.
(b) if
Optionee’s employment with the Company terminates on or after attaining age 55;
or by reason of disability or death, the Option, if not already exercisable on
the date of such termination of employment, shall become exercisable and shall
expire on the earlier of the first anniversary of the date of such termination
of employment or the date the Option expires in accordance with Section 1
above. During such period the Option may be exercised by Optionee
with respect to the same number of shares of Common Stock, in the same manner,
and to the same extent, as if Optionee had continued employment during such
period; provided that if such termination occurs by reason of death, the Option
shall be exercisable, in whole or in part, by a legatee or legatees of the
Option under Optionee’s will, or by Optionee’s executors, personal
representatives or distributees.
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3. Transferability. The
Option may be exercised only by Optionee during Optionee’s lifetime, except as
provided in Section 2, above, and may not be transferred other than by will or
the applicable laws of descent or distribution. The Option shall not
otherwise be transferred, assigned, pledged or hypothecated for any purpose
whatsoever and is not subject, in whole or in part, to execution, attachment, or
similar process. Any attempted assignment, transfer, pledge or
hypothecation or other disposition of the Option, other than in accordance with
the terms set forth herein, shall be void and of no effect.
4.
Notice of
Exercise. Written notice of an election to exercise any
portion of the Option, specifying the portion thereof being exercised, in 1,000
share increments, (or in such smaller number representing all of the shares
subject to the unexercised portion of the Option) and the exercise date, shall
be given by Optionee, or Optionee’s personal representative in the event of
Optionee’s death (i) by delivering such notice at the principal executive
offices of the Company no later than the exercise date, or (ii) by mailing such
notice, postage prepaid, addressed to the Secretary of the Company at the
principal executive offices of the Company at least three business days prior to
the exercise date.
5.
Shareholder
Status. Neither Optionee nor any other person entitled
to exercise the Option under the terms hereof shall be, or have any of the
rights or privileges of, a shareholder of the Company in respect of any of the
shares of Common Stock issuable on exercise of the Option, unless and until the
purchase price for such shares shall have been paid in full pursuant to the
terms of the Plan. It shall be the Optionee’s sole responsibility to timely
comply with any and all beneficial ownership disclosure rules and regulations
promulgated by the Securities and Exchange Commission (“Commission”) in
accordance with § 16 of the Securities Exchange Act of 1934, including the
Optionee’s obligations (if any) to file Forms 3, 4 or 5 with the Commission as a
result of receiving Options and/or Common Stock under the Plan. It shall further
be the Optionee’s sole responsibility to comply with applicable State and
Federal tax laws, rules and regulations which may govern the Optionee’s receipt
of Options and/or Common Stock in accordance with the Plan.
6.
Cancellation or
Adjustment. In the event the Option shall be exercised in
whole, this Agreement shall be surrendered to the Company for
cancellation. In the event the Option shall be exercised in part, or
a change in the number or designation of the Common Stock shall be made, this
Agreement shall be delivered by Optionee to the Company for the purpose of
making the appropriate notation thereon, or of otherwise reflecting, in such
manner as the Company shall determine, the partial exercise or the change in the
number or designation of the Common Stock. In the event of any Common
Stock dividend, split up, recapitalization, merger, consolidation, combination,
or exchange of shares of Common Stock, separation, reorganization or liquidation
occurring after the date of this Agreement, the Committee will adjust the
aggregate price to be paid or the aggregate number and class of shares of Common
Stock to be received by Optionee pursuant to an Option.
7.
Administration. The
Option shall be exercised in accordance with such administrative regulations as
the Committee established by the Plan to administer the Plan, shall from time to
time adopt.
8.
Governing
Law. The Option, and this Agreement shall be construed,
administered and governed in all respects under and by the laws of the State of
Illinois. The Company and the Optionee agree that the jurisdiction
and venue for any disputes arising under, or any action brought to enforce (or
otherwise relating to) this Agreement shall be exclusively in the courts in the
State of Illinois, County of DuPage, including the Federal Courts located
therein (should Federal jurisdiction exist), and the Company and the Employee
hereby submit and consent to said jurisdiction and venue.
9.
No
Guaranty of Employment. Nothing herein confers or shall confer
on Optionee any right to continue in the employment of the Company nor shall
interfere with the Company’s right to terminate the employment of Optionee at
any time.
10. Notices to
Optionee. Any notices by the Company to Optionee shall be
deemed given when personally delivered to Optionee, or three business days after
mailed to Optionee by first-class mail, postage prepaid, to Optionee’s last
address on the employee records of the Company.
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11. The
Plan. The terms of this Agreement shall be subject to the
terms of the Plan. In the case of any conflict between the terms of
this Agreement and the terms of the Plan, the terms of the Plan shall
control.
12. Counterparts. The
parties may execute this Agreement in one or more counterparts, all of which
together shall constitute but one Agreement.
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GENERAL
EMPLOYMENT ENTERPRISES, INC.
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By:
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Chief
Executive Officer
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The
undersigned hereby accepts the foregoing Option and the terms and conditions
hereof.
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Date
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Optionee
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