AWARD AGREEMENT
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(Non-Qualified Stock Option)
This Award Agreement is made effective ____________, 1999, between XXXXXXX
COMPUTER RESOURCES, INC., a Delaware corporation (hereinafter called the
"Company"), and XXXXX XXXXXX, an employee of the Company (hereinafter called the
"Employee").
WHEREAS, the Company has heretofore adopted the 1992 Non-Qualified and
Incentive Stock Option Plan (the "Plan");
WHEREAS, per an Employment Agreement between Company and Employee dated
_______________, Employee is to be awarded One Thousand (1,000) stock options
under the Plan upon the execution of such Employment Agreement.
WHEREAS, it is a requirement of the Plan that an Award Agreement be
executed to evidence the Non-Qualified Stock Option (the "Award") granted to the
Employee;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:
1. Grant of Award. The Company hereby grants to the Employee the right
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and option (hereinafter called the "Option") to purchase all or any part of an
aggregate of One Thousand (1,000) shares of the Common Stock, $.01 par value, of
the Company ("Shares") (such number being subject to adjustment as set forth
herein and in the Plan) on the terms and conditions set forth herein and in the
Plan.
2. Type of Award. The Option granted under this Award Agreement is a
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Non-Qualified Stock Option and shall not be treated by the Company or the
Employee as an Incentive Stock Option for Federal income tax purposes.
3. Purchase Price. The option price of the Shares covered by the
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Option is $_____ per Share.
4 Term of Award.
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(a) The Term of the Award shall be for a period of five (5) years from
the effective date hereof, subject to earlier termination as hereinafter
provided; and
(b) prior to its expiration or termination the Award may be exercised
as to any part or all of the Shares originally subject to the Option.
5. Exercise of Award.
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(a) In order to exercise the Award, the person or persons entitled to
exercise it shall deliver to the Treasurer of the Company written notice of
the number of full Shares with respect to which the Award is to be
exercised. The notice shall be accompanied by payment in full for any
Shares being purchased, which payment will be in cash, or, with the
Committee's (as defined
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in the Plan) approval, in Shares (as defined in the Plan) held by the
Employee for at least six months valued at Fair Market Value (as defined in
the Plan) at the time of exercise, or a combination thereof. No fractional
Shares will be issued.
(b) No Shares shall be issued until full payment therefor has been
made, and the Employee will have none of the rights of a stockholder in
respect of such Shares until they are issued.
6. Nontransferability. The Award shall not be transferable otherwise
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than: (a) by will or the laws of descent and distribution, and the Award may be
exercised, during the lifetime of the holder of the Award, only by him or the
event of death, his Successor, as defined in the Plan, or in the event of
disability, his personal representative, or (b) pursuant to a qualified domestic
relations order, as defined in the Code or the Employee Retirement Income
Security Act (ERISA) or the Rules thereunder.
7. Termination of Employment. In the event that the employment of the
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Employee is terminated (otherwise than by reason of death, disability or
retirement), the Award may be exercised by the Employee (to the extent that he
was entitled to do so at the termination of his employment) at any time within
three (3) months after such termination, but not beyond the original Term
thereof. So long as the Employee shall continue to be an employee of the
Company or one or more of its subsidiaries, the Award shall not be affected by
any change of duties or position. Nothing in this Award Agreement is intended
to confer upon Employee any right to continue in the employ of the Company or
any of its subsidiaries or interfere in any way with the right of the Company or
any such subsidiary to terminate his employment at any time. Anything herein
contained to the contrary notwithstanding, in the event of any termination of
the Employee's employment for cause or if the Employee voluntarily terminates
his employment without cause, the Award, to the extent not theretofore
exercised, shall forthwith terminate.
8. Death of Employee. If the Employee dies while he is employed by the
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Company or one or more of its subsidiaries or within three (3) months after the
termination of his employment, the Award may be exercised (to the extent that
Employee was entitled to do so at the time of his death) by a legatee or
legatees of the Employee under his last will, or by his personal representatives
or distributees, at any time within six (6) months after his death, but not
beyond the original Term of the Award.
9. Disability of Employee. If the employment of the Employee
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terminates on account of his having become "disabled," as defined in Section
22(e)(3) of the Code, the Award may be exercised by the Employee (to the extent
that he was entitled to do so at the termination of his employment on account of
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his becoming disabled) at any time within six (6) months after the date on which
his employment terminated, but not beyond the original Term of the Award.
10. Retirement of Employee. If the employment of the Employee
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terminates by reason of retirement entitling the Employee to benefits under the
provisions of any retirement plan of the Company or a subsidiary in which the
Employee participates (or, if no such plans exist, at or after age sixty-five
(65)), the Award may be exercised by the Employee (to the extent that he was
entitled to do so at the time of his retirement) at any time within ninety (90)
days after the date on which his employment terminated, but not beyond the
original Term of the Award.
11 Taxes. The Company shall have the right to require a person
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entitled to receive Shares pursuant to the exercise of this Award under the Plan
to pay the Company the amount of any taxes which the Company is or will be
required to withhold with respect to such Shares before the certificate for such
Shares is delivered pursuant to the Award. Furthermore, the Company may elect
to deduct such taxes from any amounts payable in cash or in Shares at the time
of exercise or from any other amounts payable any time thereafter in cash to the
Employee. If the Employee disposes of Shares acquired pursuant to an Incentive
Stock Option in any transaction considered to be a disqualifying transaction
under Sections 421 and 422 of the Code, the Employee shall notify the Company of
such transfer and the Company shall have the right to deduct any taxes required
by law to be withheld from any amounts otherwise payable in cash then or at any
time thereafter to the Employee.
Subject to Committee approval, an Employee may satisfy his tax liability
with respect to the exercise of an Option by having the Company withhold Shares
otherwise issuable upon exercise of the Option; provided, however, if the
Employee is subject to Section 16b of the Securities Exchange Act of 1934, as
amended, he may so elect only if such Employee makes an election to do so which
satisfies the requirements of Rule 16b-3.
12. Changes in Capital Structure. In the event of changes in all of
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the outstanding Shares by reason of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of Shares,
separations, reorganizations or liquidations, or similar events or, in the event
of extraordinary cash dividends being declared with respect to the Shares, or
similar transactions, the number and class of Shares available under the Plan in
the aggregate, the number and class of Shares subject to Awards theretofore
granted, applicable purchase prices and all other applicable provisions, shall,
subject to the provisions of the Plan, be equitably adjusted by the Committee
(which adjustment may, but need not, include payment in cash or in Shares in an
amount equal to the difference between the price at which such Award may be
exercised and the then current Fair Market Value of the Shares subject to such
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Award as equitably determined by the Committee). The foregoing adjustment and
the manner of application of the foregoing provisions shall be determined by the
Committee in its sole discretion. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject to an
Award.
13. Securities Law Compliance, The Award may not be exercised and the
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Company shall not be required to issue any Shares hereunder if such issuance
would, in the judgment of the Board or the Committee, constitute a violation of
any state or federal law, or of the rules or regulations of any governmental
regulatory body, or any securities exchange. The Company may, in its sole
discretion, require the Employee to furnish the Company with appropriate
representations and a written investment agreement prior to the exercise of the
Award and the delivery of any Shares pursuant to the Award.
14. Incorporation of Provisions of the Plan. All of the provisions of
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the Plan, pursuant to which this Award is granted, are hereby incorporated by
reference and made as part hereof as if specifically set forth herein, and to
the extent of any conflict between this Award Agreement and the terms contained
in the aforesaid Plan, the Plan shall control. To the extent any capitalized
terms are not otherwise defined herein, they will have the meaning set forth in
paragraph 2 of the Plan.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly
executed by its officer thereunto duly authorized, and the Employee has hereunto
set his hand, all on the day and year first above written.
XXXXXXX COMPUTER RESOURCES, INC.,
By: __________________________________
_____________________________________
Xxxxx Xxxxxx - Employee
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