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EXHIBIT 99.9
COMPENSATION AGREEMENT
Agreement made as of the _______ day of ___________, 1998 by and
between ISS Group, Inc., a Delaware corporation (the "Corporation"), and 1~
("Optionee").
W I T N E S S E T H
WHEREAS, in consideration for services performed by Optionee, the
Corporation granted Optionee a stock option on , 199 to purchase 20,000 shares
of the Corporation's Common Stock (the "Option") upon the terms and conditions
set forth in the documentation evidencing such Option.
NOW, THEREFORE, in consideration of the above premises, the
parties hereto agree as follows:
1. The Corporation and Optionee acknowledge and agree that the
Option is granted solely as compensation for services rendered the Corporation
by Optionee and not for any capital-raising purposes or in connection with any
capital-raising activities.
2. The Option shall not be transferable or assignable except in
connection with Optionee's death.
3. This agreement is intended to constitute a written
compensation contract within the meaning of (i) Rule 701 of the Securities Act
of 1933, as amended and (ii) Rule 405 of Regulation C of the Rules promulgated
under the Securities Act of 1933, as amended.
4. This agreement is intended solely to memorialize the agreement
and understanding which exists between Optionee and the Corporation concerning
the grant of the Option. Nothing herein or in the documentation evidencing the
Option is intended to provide Optionee with the right to remain in the
Corporation's service for any specific period, and Optionee's services may be
terminated at any time by the Corporation, for any reason, with or without
cause.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the date first above written.
ISS GROUP, INC.
By:
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1~, Optionee Authorized Officer
