Exhibit Number (d)(3)
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FORM OF NON-QUALIFIED OPTION AGREEMENT ISSUED PURSUANT TO THE JUDGE GROUP INC.
1996 STOCK OPTION PLAN
THE JUDGE GROUP, INC.
1996 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES
NON-QUALIFIED STOCK OPTION AGREEMENT made as of (month)
(date), 2002 (the "Grant Date"), between THE JUDGE GROUP, INC., a Pennsylvania
corporation (the "Company"), and (employee), 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 Stock Option Plan (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 (#shares) 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 is a
non-qualified stock option ("NQSO") and not an incentive stock option ("ISO") as
such term is defined in 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 $(price). It is the determination
of the Company's Stock Option Committee (the "Committee") that on the Grant Date
the Option price is equal to the greater of one hundred percent (100%) of the
fair market value of a share of Common Stock, or the par value thereof, on the
Grant Date.
3. Term. Unless earlier terminated pursuant to any provision
of the Plan or of this Option Agreement, this Option shall expire on (month)
(date), 2010 (the "Expiration Date"), which date is not more than ten (10) 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
---------------- ----------------
(1/4#shares) (month) (date), 2003
(1/4#shares) (month) (date), 2004
(1/4#shares) (month) (date), 2005
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) In Company Common Stock previously acquired by the
Employee, provided that if such shares of Common Stock were acquired
through exercise of an ISO, NQSO or of an option under a similar plan,
such shares have been held by the Employee for a period of more than
six (6) months on the date of exercise;
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Exhibit Number (d)(3)
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FORM OF NON-QUALIFIED OPTION AGREEMENT ISSUED PURSUANT TO THE JUDGE GROUP INC.
1996 STOCK OPTION PLAN
(c) In any combination of (a) and (b) above; or
(d) 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.
In the event such Option price is paid, in whole or in part,
with shares of Common Stock, the portion of the Option price so paid shall be
equal to the "fair market value" on the date of exercise of the Option, as such
"fair market value" is determined in Section 7(b) of the Plan, of the Common
Stock surrendered in payment of such Option Price.
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
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
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.
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Exhibit Number (d)(3)
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FORM OF NON-QUALIFIED OPTION AGREEMENT ISSUED PURSUANT TO THE JUDGE GROUP INC.
1996 STOCK OPTION PLAN
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, 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. 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.
12. Governing Law. This Option Agreement shall, to the maximum
extent possible, be construed in a manner consistent with the Code provisions
concerning NQSOs, 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 Non-Qualified
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.
EMPLOYEE THE JUDGE GROUP, INC.
____________________________ By:_________________________________
(employee) Chief Executive Officer
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Exhibit Number (d)(3)
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FORM OF NON-QUALIFIED OPTION AGREEMENT ISSUED PURSUANT TO THE JUDGE GROUP INC.
1996 STOCK OPTION PLAN
THE JUDGE GROUP, INC.
1996 STOCK OPTION PLAN
Notice of Exercise of Non-Qualified Stock Option
------------------------------------------------
Subject to the terms of The Judge Group, Inc. 1996 Stock
Option Plan and the Non-Qualified Stock Option Agreement under which the stock
options herein referenced were granted to me on (month) (date), 2002, I hereby
exercise the non-qualified stock option granted to me on said date by the The
Judge Group, Inc. with respect to the following number of shares of The Judge
Group, Inc. common stock, par value $.01 per share ("Shares"), covered by said
option:
Number of Shares being purchased
-----------------
Option Price per Share $ (price)
----------------
Total Option Price $
----------------
Check one of the following to indicate method of payment:
___ A. Enclosed is cash or its equivalent, in the amount of $_____ in full
payment for such Shares.
___ B. Enclosed is/are ________ Share(s) with a total fair market value of
$________ on the date hereof in full payment for such
Shares.
___ C. Enclosed is cash or its equivalent, in the amount of $_______ and
________ Share(s) with a total fair market value of $______ on the date
hereof in [partial] [full] payment for such Shares.
___ D. I have provided notice to , a broker who will render full payment for
such Shares. (Employee should attach to the notice of exercise provided
to the broker a copy of this Notice of Exercise and irrevocable
instructions to pay to the Company the full exercise price.)
Please have the certificate or certificates representing the purchased
Shares registered in the following name or names(1) __________________ and sent
to _________________.
DATED:______________, ________. _____________________
Signature: (employee)
(1) Certificates may be registered in the name of the Employee alone or,
jointly, in the names of the Employee and his or her spouse, with right of
survivorship.
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