Contract
STOCK
OPTION AGREEMENT, made as of the 16th day of October, 2007, between
DCAP GROUP, INC., a Delaware corporation (the “Company”), and
XXXXX X. XXXXXXXXX (the “Optionee”).
___________________
WHEREAS,
simultaneously herewith, the Company is entering into an Employment Agreement
with the Optionee (the "Employment Agreement") pursuant to which the Optionee
is
to perform certain employment duties and services for the Company;
WHEREAS,
the Company desires to provide to the Optionee an additional incentive to
promote the success of the Company; and
WHEREAS,
capitalized terms used but not defined herein shall have the respective meanings
ascribed thereto in the Employment Agreement.
NOW,
THEREFORE, in consideration of the foregoing, the Company
hereby grants to the Optionee the right and option to purchase shares of Common
Stock of the Company under and pursuant to the terms and conditions of the
Company’s 2005 Equity Participation Plan (the “Plan”) and upon and subject to
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 One Hundred Thirty Thousand
(130,000) shares of Common Stock of the Company (the “Option Shares”) during the
following periods:
(a) All
or
any part of Thirty-Two Thousand Five Hundred (32,500) shares of Common Stock
may
be purchased during the period commencing on the date hereof and terminating
at
5:00 P.M. on October 16, 2012 (the “Expiration Date”).
(b) All
or
any part of Thirty-Two Thousand Five Hundred (32,500) shares of Common Stock
may
be purchased during the period commencing on October 16, 2008 and terminating
at
5:00 P.M. on the Expiration Date.
(c) All
or
any part of Thirty-Two Thousand Five Hundred (32,500) shares of
Common Stock may be purchased during the period commencing on October 16, 2009
and terminating at 5:00 P.M. on the Expiration Date.
(d) All
or
any part of Thirty-Two Thousand Five Hundred (32,500) shares of Common Stock
may
be purchased during the period commencing on October 16, 2010 and terminating
at
5:00 P.M. on the Expiration Date.
2. NATURE
OF OPTION. The Option is not intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended,
relating to “incentive stock options”.
3. EXERCISE
PRICE. The exercise price of each of the Option Shares
shall be Two Dollars Six Cents ($2.06) (the “Exercise Price”). The
Company shall pay all original issue or transfer taxes on the exercise of the
Option.
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 Exercise 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. TERMINATION
OF EMPLOYMENT. (a) In the event, during the
Term and within eighteen (18) months subsequent to a Change of Control, the
Optionee’s employment is terminated by the Company other than for Cause or by
the Optionee for Good Reason, then, that portion of the Option that had not
yet
vested as of the termination date in accordance with Paragraph 1 hereof shall
become immediately exercisable and shall remain exercisable until the first
anniversary of the termination date notwithstanding such termination of
employment.
(b) In
the event, during the Term, the Optionee’s employment is terminated by the
Company other than for Cause or by the Optionee for Good Reason (whether
subsequent to a Change of Control or otherwise), then, that portion of the
Option that had vested as of the termination date in accordance with Paragraph
1
hereof shall remain exercisable until the first anniversary of the termination
date notwithstanding such termination of employment.
7. INCORPORATION
BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
8. NOTICES. Any
notice or other communication given hereunder shall be deemed sufficient if
in
writing and hand delivered or sent by registered or certified mail, return
receipt requested, addressed to the Company, 0000 Xxxxxxxx, Xxxxxxx, Xxx Xxxx
00000, Attention: Chief Accounting Officer and to the Optionee at the address
indicated below. Notices shall be deemed to have been given on the
date of hand delivery or mailing, except notices of change of address, which
shall be deemed to have been given when received.
9. BINDING
EFFECT. This Stock Option Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective legal
representatives, successors and assigns.
10. ENTIRE
AGREEMENT. This Stock Option 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.
11. GOVERNING
LAW. This Stock Option Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York, excluding
choice of law rules thereof.
12. EXECUTION
IN COUNTERPARTS. This Stock Option 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.
13. FACSIMILE
SIGNATURES. Signatures hereon which are transmitted via
facsimile shall be deemed original signatures.
14. INTERPRETATION;
HEADINGS. The provisions of this Stock Option Agreement
shall be interpreted in a reasonable manner to give effect to the intent of
the
parties hereto. The headings and captions under sections and
paragraphs of this Stock Option 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 Stock Option Agreement.
[Remainder
of page intentionally left blank. Signature page
follows.]
IN
WITNESS WHEREOF, the parties have executed this Stock Option Agreement
as of the day and year first above written.
DCAP
GROUP, INC.
By:_________________________________
____________________________________
Signature
of Optionee
Xxxxx
X. Xxxxxxxxx
Name
of
Optionee
__________________________________
Address
of Optionee