Exhibit 10.12
THE JUDGE GROUP, INC.
1996 INCENTIVE STOCK OPTION AND
NON-QUALIFIED STOCK OPTION PLAN
FOR
KEY EMPLOYEES AND NON-EMPLOYEE DIRECTORS
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION AGREEMENT made as of the 14th day of
February 1997 (the "Grant Date"), between The Judge Group, Inc., a Pennsylvania
corporation (the "Company"), and Xxxxxxx X. Xxxxxxx, a Key Employee of the
Company and/or a Related Corporation (the "Employee").
WHEREAS, the Company desires to afford the Employee an
opportunity to purchase shares of common stock of the Company ("Common Stock")
as hereinafter provided, in accordance with the provisions of The Judge Group,
Inc. 1996 Incentive Stock Option and Non-Qualified Stock Option Plan for Key
Employees and Non-Employee Directors (the "Plan"), a copy of which is attached.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration the legal
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereunder, agree as follows:
1. Grant of Option. The Company hereby grants to the Employee
the right and option (the "Option") to purchase all or any part of an aggregate
of 41,000 shares of Common Stock. The Option is in all respects limited and
conditioned as hereinafter provided, and is subject in all respects to the terms
and conditions of the Plan now in effect and as they may be amended, from time
to time in accordance with the Plan (which terms and conditions are and
automatically shall be incorporated herein by reference and made a part hereof
and shall control in the event of any conflict with any other terms of this
Option Agreement). It is intended that the Option granted hereunder be an
incentive stock option ("ISO") meeting the requirements of the Plan and section
422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price. The purchase price per share of the shares
of Common Stock covered by the Option shall be $7.50. It is the determination of
the Company's Stock Option Committee (the "Committee") that on the Grant Date
the Option price was not less than the higher of one hundred percent (100%) (or
in the case of a Key Employee who owns more than ten percent (10%) of the total
combined voting power of all shares of stock of the Company or of a Related
Corporation, one hundred ten percent (110%)) of the fair market value of the
Common Stock, or the par value thereof.
3. Term. Unless earlier terminated pursuant to any provision
of the Plan or of this Option Agreement, this Option shall expire on February
14, 2007 (the "Expiration Date"), which date is not more than ten (10) years (or
in the case of a Key Employee who owns more than ten percent (10%) of the total
combined voting power of all shares of stock of the Company or of a Related
Corporation, five (5) years) from the Grant Date. This Option shall not be
exercisable on or after the Expiration Date.
4. Exercise of Option. This Option may be exercised in such
installments and on such dates, not less than six (6) months from the Grant
Date, as follows:
Number of Shares Date Exercisable
---------------- ----------------
10,250 2/14/98
10,250 2/14/99
10,250 2/14/00
10,250 2/14/01
Options that become exercisable in accordance with the foregoing shall remain
exercisable, subject to the provisions contained in the Plan and in this Option
Agreement, until the expiration of the term of this Option as set forth in
Paragraph 3 or until other termination of the Option.
5. Method of Exercising Option. Subject to the terms and
conditions of this Option Agreement and the Plan, the Option may be exercised by
written notice to the Company, at its principal office, which is located at 0
Xxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxx, Xxxxxxxxxxxx 00000. Such notice (a suggested
form of which is attached) shall state the election to exercise the Option and
the number of shares with respect to which it is being exercised; shall be
signed by the person or persons so exercising the Option; shall, unless the
Company otherwise notifies the Employee, be accompanied by the investment
certificate referred to in Paragraph 6; and shall be accompanied by payment of
the full Option price of such shares.
The Option price shall be paid to the Company:
(a) In cash or its equivalent;
(b) By delivering a properly executed notice of exercise of
the Option to the Company and a broker, with irrevocable instructions
to the broker promptly to deliver to the Company the amount of sale or
loan proceeds necessary to pay the exercise price of the Option. THE
PAYMENT PROCEDURE SPECIFIED IN CLAUSE (b) IS CONSIDERED A SALE BY
EMPLOYEES SUBJECT TO SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF
1934 ("SECTION 16(b)") WHICH MAY BE MATCHED WITH ANY NON-EXEMPT
PURCHASE WITHIN THE SIX-MONTH PERIOD BEFORE OR AFTER THE
BROKER-FINANCED TRANSACTION.
Upon receipt of such notice and payment, the Company, as
promptly as practicable, shall deliver or cause to be delivered a certificate or
certificates representing the shares with respect to which the Option is so
exercised. 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 (or, if the Option shall be exercised by the
Employee and if the Employee shall so request in the notice exercising the
Option, shall be registered in the name of the Employee and Employee's spouse,
jointly, with right of survivorship) and shall be delivered as provided above to
or upon the written order of the person or persons exercising the Option. In the
event the Option shall be exercised by any person or persons after the legal
disability or death of the Employee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and non-assessable by the Company.
6. Shares to be Purchased for Investment. Unless the Company
has theretofore notified the Employee that a registration statement covering the
shares to be acquired upon the exercise of the Option has become effective under
the Securities Act of 1933 and the Company has not thereafter notified the
Employee that such registration statement is no longer effective, it shall be a
condition to any exercise of this Option that the shares acquired upon such
exercise be acquired for investment and not with a view to distribution, and the
person effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the same as the
Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
necessary to avoid a risk of violation of the Securities Act of 1933 (or of any
rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
7. Non-Transferability of Option. This Option is not
assignable or transferable, in whole or in part, by the Employee otherwise than
by will or by the laws of descent and distribution, and during the lifetime of
the Employee the Option shall be exercisable only by the Employee or by his
guardian or legal representative.
8. Termination of Employment. If the Employee's employment
with the Company and all related corporations, as defined in the Plan, is
terminated for any reason other than death or disability prior to the Expiration
Date of this Option as set forth in Paragraph 3, this Option may be exercised,
to the extent of the number of shares with respect to which the Employee could
have exercised it on the date of such termination of employment, or to any
greater extent permitted by the Committee, by the Employee at any time prior to
three (3) months after the date of such termination of employment.
9. Disability. If the Employee becomes disabled, as defined in
the Plan, during his or her employment and, prior to the Expiration Date of this
Option as set forth in Paragraph 3, the Employee's employment is terminated as a
consequence of such disability, this Option may be exercised, to the extent of
the number of shares with respect to which the Employee could have exercised it
on the date of such termination of employment, or to any greater extent
permitted by the Committee in its discretion, by the Employee, or in the event
of the Employee's legal disability, by the Employee's legal representative, at
any time prior to the earlier of:
(a) The Expiration Date specified in Paragraph 3; or
(b) An accelerated termination date determined by the
Committee, in its discretion, except that, subject to Section 9 of the
Plan, such accelerated termination date shall not be earlier than the
date of such termination of employment and shall not be later than one
(1) year after the date of such termination of employment.
10. Death. If the Employee dies during his or her employment
and prior to the Expiration Date of this Option as set forth in Paragraph 3, or
if the Employee's employment is terminated for any reason (as described in
Paragraphs 8 or 9 above) and the Employee dies following his or her termination
of employment but prior to the earliest of the Expiration Date of this Option as
set forth in Paragraph 3 above, the expiration of the period determined under
Paragraph 8 or 9 above, or three (3) months following the date of the Employee's
termination of employment, this Option may be exercised, to the extent of the
number of shares with respect to which the Employee could have exercised it on
the date of his or her death, or to any greater extent permitted by the
Committee, by the Employee's estate, personal representative or beneficiary who
acquired the right to exercise this Option by bequest or inheritance or by
reason of the Employee's death, at any time prior to the earlier of:
(a) The Expiration Date specified in Paragraph 3, or
(b) An accelerated termination date determined by the
Committee, in its discretion, except that, subject to Section 9 of the
Plan, such accelerated termination date shall not be earlier than one
(1) year, nor later than three (3) years, after the date of the
Employee's death.
11 [Intentionally Left Blank]
12. Disqualifying Disposition of Option Shares. The Employee
agrees to give written notice to the Company, at its principal office, if a
"disposition" of the shares acquired through exercise of the Option granted
hereunder occurs at any time within two (2) years after the Grant Date or within
one (1) year after the transfer to the Employee of such shares. For purposes of
this Paragraph 12, the term "disposition" shall have the meaning assigned to
such term by section 424(c) of the Code.
13. Withholding of Taxes. The obligation of the Company to
deliver shares upon the exercise of the Option shall be subject to applicable
federal, state and local tax withholding requirements.
If the exercise of any Option is subject to the withholding
requirements of applicable federal, state and/or local tax laws, the Committee,
in its discretion (and subject to such withholding rules ("Withholding Rules")
as shall be adopted by the Committee), may permit the Employee to satisfy the
minimum required federal, state, and/or local withholding tax, in whole or in
part, by electing to have the Company withhold (or by returning to the Company)
shares of Common Stock, which shares shall be valued, for this purpose, at their
fair market value on the date of exercise of the Option (or, if later, the date
on which the Optionee recognizes ordinary income with respect to such exercise)
(the "Determination Date"). Such election must be made in compliance with and
subject to the Withholding Rules, and the Committee may not withhold shares in
excess of the number necessary to satisfy the minimum federal, state, and/or
local income tax withholding requirements. In the event shares of Common Stock
acquired under the exercise of an ISO are used to satisfy such withholding
requirement, such shares of Common Stock must have been held by the Employee for
a period of not less than the holding period described in section 422(a)(1) of
the Code on the Determination Date, or if such shares of Common Stock were
acquired through exercise of an NQSO or of an option under a similar plan, such
option was granted to the Key Employee at least six (6) months prior to the
Determination Date.
14. Governing Law. This Option Agreement shall, to the maximum
extent possible, be construed in a manner consistent with the Code provisions
concerning ISOs, and its interpretation shall be governed by applicable federal
law and otherwise by the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the Company has caused this Incentive
Stock Option Agreement to be duly executed by its officers thereunto duly
authorized, and the Employee has hereunto set his hand and seal, all on the day
and year first above written.
ATTEST: THE JUDGE GROUP, INC.
\s\Xxxxxxxxx X. Xxxxxxxxxx By: \s\Xxxxxx X. Xxxxx, Xx.
-------------------------- -----------------------
Secretary Chief Executive Officer
EMPLOYEE
\s\Xxxxx X. Xxxxxxx \s\Xxxxxxx X. Xxxxxxx
------------------- ---------------------
Witness Xxxxxxx X. Xxxxxxx
