Exhibit 10.7
FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
(issued to Xxxxxx X. Xxxxxxx,
Xxxx X. Xxxxxx, Xxxx X. Xxxxxxxx and
Xxxxxxx X. Xxxxxxxxx)
UNDER THE STRIDE & ASSOCIATES, INC.
1998 STOCK OPTION AND GRANT PLAN
June 4, 1998
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No. of Shares Date of Grant
Pursuant to the Stride & Associates, Inc. 1998 Stock Option and Grant
Plan (the "Plan"), Stride & Associates, Inc., Inc. (including its successors,
the "Company") hereby grants to ________________ (the "Optionee") an option to
purchase ("Option") prior to the fifth (5th) anniversary of the date of grant
("Date of Grant") of this Option (the "Expiration Date"), at an exercise price
per share of $103.20, all or any of the number of shares of Common Stock, par
value $.01 per share ("Common Stock"), of the Company indicated above (the
"Option Shares"), subject to the terms and conditions set forth herein and in
the Plan. Any terms not defined herein shall have the same meaning defined in
the Plan.
1. FULLY VESTED OPTIONS. This Option is fully vested and exercisable
as of the Date of Grant until the Expiration Date.
2. MANNER OF EXERCISE. The Optionee may exercise this Option from
time to time prior to the Expiration Date, by providing written notice to the
Company of an election to purchase some or all of the Option Shares. Said
notice shall specify the number of Option Shares to be purchased and shall be
accompanied by payment therefor in cash, certified check, bank check or wire
transfer, in U.S. funds, payable to the order of the Company in an amount equal
to the exercise price of such Option Shares. Alternatively, the Optionee may
make payment for the exercise price (a) in the form of Option Shares that have
been beneficially owned by the Optionee for at least six months and with a Fair
Market Value equal to the exercise price or (b) by delivering to the Company a
promissory note in a principal amount equal to the exercise price of such
Option Shares, bearing interest at the applicable federal rate, with a
maturity date of three years from issuance (or earlier upon a sale of the
Option Shares) and secured by the Option Shares or (c) by such other method of
payment permitted under the Plan. No certificates for Option Shares so
purchased will be issued to Optionee until the Company has completed all steps
required by law to be taken in connection with the issue and sale of such
Option Shares.
3. TRANSFERABILITY. This Agreement may be transferred to a Permitted
Transferee (as such term is defined in the Shareholders Agreement dated the date
hereof among the Company, the Optionee and certain other parties signatory
thereto).
4. STATUS OF THE STOCK OPTION. This Option is not intended to qualify
as an "incentive stock option" under Section 422 of the Internal Revenue Code of
1986, as amended.
5. CONTRACTUAL RESTRICTIONS. The Option acknowledges that the Option
Shares, upon exercise of the Option, shall be bound by the terms of that certain
Shareholders Agreement dated as of June 4, 1998, as amended from time to time,
among the Company and certain holders of its capital stock.
6. LEGEND. Any certificate representing the Option Shares shall carry
the following legends:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and
may not be offered, sold or otherwise transferred, pledged or
hypothecated unless and until such shares are registered under
such Act or an opinion of counsel satisfactory to the
corporation is obtained to the effect that such registration
is not required."
7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. This Option shall be
subject to adjustment in the event of certain changes of capitalization of the
Company as set forth in Section 3(b) of the Plan; provided, however, that the
number of Option Shares indicated above has been calculated after giving effect
to the 5,000-for-one stock split effected by the Company on June 4, 1998.
8. WITHHOLDING TAXES. The Optionee shall be subject to the tax
withholding obligations as set forth in Section 8 of the Plan.
9. MISCELLANEOUS.
(a) EMPLOYMENT. This Option does not confer upon the Optionee
any rights with respect to continuation of employment by the Company, nor shall
it interfere with any right of the Company to terminate such employment at
anytime.
(b) EQUITABLE RELIEF. The parties hereto agree and declare
that legal remedies are inadequate to enforce the provisions of this Agreement
and that equitable relief, including specific performance and injunctive relief,
may be used to enforce the provisions of this Agreement.
(c) CHANGE AND MODIFICATIONS. This Agreement may not be orally
changed, modified or terminated, nor shall any oral waiver of any of its terms
be effective. This Agreement may be changed, modified or terminated only by an
agreement in writing signed by the Company and the Optionee.
(d) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
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(e) HEADINGS. The headings are intended only for convenience
in finding the subject matter and do not constitute part of the text of this
Agreement and shall not be considered in the interpretation of this Agreement.
(f) SAVING CLAUSE. If any provision(s) of this Agreement shall
be determined to be illegal or unenforceable, such determination shall in no
manner affect the legality or enforceability of any other provision hereof.
(g) NOTICES. All notices, requests, consents and other
communications shall be in writing and be deemed given when delivered
personally, by telex or facsimile transmission or when received if mailed by a
nationally recognized overnight carrier or by first class registered or
certified mail, postage prepaid. Notices to the Company shall be addressed to
its principal offices and to the Optionee as set forth underneath his or her
signature below, or to such other address or addresses as may have been
furnished by such party in writing to the other. Notices to any holder of the
Option Shares other than the Optionee shall be addressed to the address
furnished by such holder to the Company.
(h) BENEFIT AND BINDING EFFECT. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto, their
respective successors, assigns, legal representatives, estates, executors,
administrators and heirs.
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The foregoing Option is granted as of the date first written above by
the Company, subject to the terms and conditions contained herein.
STRIDE & ASSOCIATES, INC.
By: -------------------------
Name:
Title:
The foregoing Option is hereby accepted and its terms and conditions
are hereby agreed to as of the date first above written.
OPTIONEE:
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Print Name:
Optionee's Address:
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Social Security No.:
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