Exhibit 10.66
[BrandPartners Group, Inc. Letterhead]
March 26, 2002
[NAME]
[ADDRESS]
Dear _______________:
BrandPartners Group, Inc. (the "Company"), in accordance with the
provisions of its 2001 Stock Incentive Plan (the "Plan"), hereby grants you an
option ("Stock Option") to purchase 150,000 shares of the Company's Common Stock
("Common Stock"), together with tandem Limited Stock Appreciation Rights. Your
award is subject to the terms and conditions set forth in the Plan, any
interpretations or rules established by the committee of the Company's Board of
Directors that administers the Plan and this letter. Any terms used in this
letter and not defined have the meanings set forth in the Plan. A copy of the
Plan is enclosed with this grant letter.
1. Option Price
The price at which you may purchase the shares of Common Stock covered by
this Stock Option is $1.07 per share, the closing price of the Company's Common
Stock on the Nasdaq SmallCap Market on March 26, 2002.
2. Term of Option
Your Stock Option will expire on March 25, 2007. However, if your service
as a Director terminates by reason of death, your Stock Option will instead
terminate on the later of March 25, 2007 or one year after your death.
3. Exercisability of Option
Your Stock Option will become exercisable in installments as follows,
provided that you are a Director of the Company on the respective date:
Cumulative Number of
Period Beginning Shares Purchasable
March 26, 2002 50,000
January 1, 2003 50,000
January 1, 2004 50,000
To the extent your Stock Option has become exercisable, you may exercise
the Stock Option as to all or any part of the shares covered by the Stock
Option, at any time on or before the date the Stock Option expires. The Stock
Option will remain exercisable for the remainder of its term following the
termination of your service as an Outside Director.
There are two exceptions to the exercisability schedule set forth above.
Your Stock Options will become immediately exercisable if (1) your service as a
Director terminates by reason of death, or (2) there is a Change of Control of
the Company (as defined in the Plan).
4. Exercise of Option
You may exercise your Stock Option only by giving written notice to the
Company of the number of shares of Common Stock desired to be purchased. The
notice must be hand delivered or mailed to the Company at BrandPartners Group,
Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The notice must be accompanied
by either (i) tender in full of the option price, in cash and/or in Common Stock
which you have owned for at least six months, as provided in paragraphs 5(a) and
5(b) below, or (ii) if the Company has a "cashless option exercise" program in
effect at the time of exercise, the documents necessary to arrange for payment
of the option price through such program. A copy of the form of notice to be
used in exercising your Stock Option (the "Option Exercise Form") is enclosed.
Your option will be deemed exercised on the date the Option Exercise Form is
hand delivered or, if mailed, postmarked.
The shares of Common Stock you will receive upon exercise of your option
may consist of authorized but unissued shares or treasury shares of the Company,
as determined from time to time by the Company's Board of Directors.
5. Satisfaction of Option Price
(a) Payment of Cash or Common Stock. Your option may be exercised by
payment in cash (including cash equivalents such as check, bank draft, money
order or wire transfer to the order of the Company), in shares of Common Stock
which you have owned for at least six months, or in combination of cash and such
shares of Common Stock.
(b) Payment of Common Stock. The fair market value of any shares of Common
Stock tendered as all or part of the option price shall be the average of the
high and low quoted selling prices, regular way, of the Common Stock on the
NASDAQ SmallCap Market (or the principal exchange on which the stock is listed)
on the day before the date of exercise, or if no sale of stock occurs on such
date, the weighted average of the high and low prices on the nearest trading
dates before and after such date. The certificate(s) evidencing shares tendered
must be duly endorsed or accompanied by appropriate stock powers. Only stock
certificates issued solely in your name may be tendered in exercise of your
Stock
2
Option. Fractional shares may not be tendered in satisfaction of the option
price; any portion of the option price which is in excess of the aggregate fair
market value of the number of whole shares tendered must be paid in cash. If a
certificate tendered in exercise of your Stock Option evidences more shares than
are required pursuant to the immediately preceding sentence for satisfaction of
the portion of the option price being paid in Common Stock, an appropriate
replacement certificate will be issued to you for the number of excess shares.
(c) Cashless Exercise. If the Company has in effect a "cashless option
exercise" program at the time of your exercise and you elect to exercise your
Stock Option under such program, you must comply with the procedures for
satisfying the option price in accordance with such program.
6. Limited Stock Appreciation Rights.
(a) General. Your Stock Option is granted in tandem with a Limited Stock
Appreciation Right. This means that the Limited Stock Appreciation Right is an
alternative to your Stock Option. The Limited Stock Appreciation Right may only
be exercised to the extent your Stock Option is exercisable, will terminate when
your Stock Option terminates and is subject to all the conditions applicable to
your Stock Option, as set forth in the Plan and this letter. If you exercise the
Limited Stock Appreciation Right with respect to a certain number of shares,
your Stock Option will no longer be exercisable with respect to that number of
shares. Similarly, if you exercise your Stock Option with respect to a certain
number of shares, your Limited Stock Appreciation Right will no longer be
exercisable with respect to that number of shares.
(b) Amount Received upon Exercise. Upon exercise of your Limited Stock
Appreciation Right, you will receive from the Company, for each share with
respect to which the Limited Stock Appreciation Right is exercised, an amount in
cash equal to the excess of the Change of Control Price (as defined below) over
the exercise price of the related Stock Option. The Change of Control Price is
the highest price per share of Common Stock paid in any transaction reported in
the NASDAQ SmallCap Market (or on any national securities exchange where the
Common Stock is traded), or paid or offered in any transaction related to a
Change of Control, at any time during the 90-day period ending with the Change
of Control.
(c) Manner of Exercise. You may exercise your Limited Stock Appreciation
Right only during the 60-day period commencing with a Change of Control, and (to
the extent it is then exercisable) may exercise it at any time during such
60-day period. You may exercise your Limited Stock Appreciation Right by giving
the Company written notice of (1) the date of grant of the Limited Stock
Appreciation Right, (2) the number of shares with respect to which the Limited
Stock Appreciation Right is being exercised, and (3) the option price of the
tandem Stock Option. A copy of the form of notice to be used in exercising your
Limited Stock Appreciation Right is enclosed. Your Limited Stock Appreciation
Right will be deemed exercised on the date the notice is telecopied. You may
also exercise your Limited Stock Appreciation Right by hand delivering or
mailing the exercise notice to the Company at BrandPartners Group, Inc., 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in which case your Limited Stock
Appreciation Right will be deemed exercised on the date the notice is hand
delivered or, if mailed, postmarked. The Limited Stock Appreciation Right will
be paid within 30 days after exercise.
7. Administration of the Plan
The Plan is administered by the Compensation Committee of the Company's
Board of Directors or such other committee of Directors as the Board may
designate (the "Committee"). The members of the Committee serve at the pleasure
of the Board.
3
The Committee has authority to interpret the Plan, to adopt, amend, and
rescind the rules for administering the Plan, and to take any other action
necessary for the proper operation of the Plan. However, the Committee has no
power or discretion to vary the amount or terms of awards to Outside Directors
under the Plan, except in the limited circumstances set forth in the Plan. All
decisions and acts of the Committee are final and binding.
8. Non-transferability of Option
Your Stock Option and tandem Limited Stock Appreciation Right may be
exercised only by you, and may not be assigned, pledged, or otherwise
transferred except as provided below. During your lifetime, your Stock Option
(and tandem Limited Stock Appreciation Right) may be transferred to (i) your
spouse, children or grandchildren ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit such Immediate Family Members, or (iii) a
partnership in which such Immediate Family Members are the only partners,
provided that (x) there may be no consideration for any such transfer and (y)
subsequent transfers of the transferred Stock Option shall be prohibited except
those by will or the laws of descent and distribution. Following any such
transfer, the Stock Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer. In the event you
are incapacitated, your Stock Option (or tandem Limited Stock Appreciation
Right) may be exercised by your guardian or legal representative. In the event
of your death, your Stock Option (or tandem Limited Stock Appreciation Right)
may be exercised by the executor or administrator of your estate or by a person
who acquired the right to exercise them by bequest or inheritance or by reason
of your death.
9. Adjustment in Certain Event
In the event of specified changes in the Company's capital structure, the
Committee is required to make appropriate adjustment in the number and kind of
shares authorized by the Plan, and the number, option price and kind of shares
covered by outstanding awards. This letter will continue to apply to your awards
as so adjusted.
10. Regulatory Compliance
Under the Plan, the Company is not required to deliver Common Stock upon
exercise of your Stock Option if such delivery would violate any applicable law
or regulation. If required by any federal or state securities law or regulation,
the Company may impose restrictions on your ability to transfer shares received
under the Plan.
This letter contains the formal terms and conditions of your grant, and,
accordingly, should be retained in your files for future reference.
Very truly yours,
BRANDPARTNERS GROUP, INC..
By: __________________________________
Xxxxxxx X. Xxxxxxxxx, Chairman
and Chief Executive Officer
4
OPTION EXERCISE FORM
_______________
DATE
BrandPartners Group, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
I hereby exercise the following stock options granted to me under the
BrandPartners Group, Inc. 2001 Stock Incentive Plan as indicated below:
Date of Option Price
Option Grant No. of Shares Per Share Total Price
------------ ------------- --------- -----------
_______________ ________________ _______________
In satisfaction of the option price, I hereby elect the following:
Note: You may elect any combination of items (1) and (2) to satisfy the option
price.
-- (1) I enclose cash or check (or other cash equivalent for $_____________)
payable to BrandPartners, Inc.
-- (2) I enclose certificates representing shares of Common Stock of
BrandPartners Group, Inc. I understand that the shares of Common Stock
will be valued at the mean between the highest and lowest quoted selling
price, regular way, of the Common Stock on the NASDAQ SmallCap Market (or
the principal exchange on which the Common Stock is listed) for the day
before the day this letter is hand delivered or if mailed, postmarked, to
the Company, or, if no such sale of Common Stock occurs on such date, the
weighted average of the high and low prices on the nearest trading dates
before and after such date.
-- (3) I authorize payment of the option price through the Company's cashless
option exercise program (if available at the time of exercise). Enclosed
are the documents required to be executed in accordance with such program.
I understand that I will receive only the proceeds form the sale of such
shares (minus the amounts described in the cashless option exercise
program), and will not receive certificates for the shares acquired by
this option exercise.
I will, if requested, give the Company such undertakings and agree to the
placing of such legends on the stock certificates as may be required by the
Company to assure compliance with any federal or state securities law.
5
It is my intention that this letter and my tender of the option price
shall constitute an agreement between the Company and me for the sale by the
Company and the purchase by me of the number of shares stated above at the price
indicated, and that this agreement shall be binding upon us as of the date this
letter is postmarked, or if delivery is by hand, on the date so delivered.
Very truly yours,
_________________________________
Signature
_________________________________
Print or type name
(name to be used for registration
of shares)
I hereby request that you deliver any stock certificate issued to me in
connection with my exercise of the above stock options to the following
financial institution instead of delivering it to me.
_________________________________
Name of Institution
_________________________________
Person to Whose Attention Stock
Should be Sent
_________________________________
Street Address
_________________________________
City, State and Zip Code
6
LIMITED STOCK APPRECIATION RIGHTS
EXERCISE FORM
_______________
DATE
BrandPartners Group, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
I hereby exercise Limited Stock Appreciation Rights granted to me under
the BrandPartners Group, Inc. 2001 Stock Incentive Plan (the "Plan") with
respect to the following Stock Options granted to me under the Plan as indicated
below:
Date of Option Price
Option Grant No. of Shares Per Share Total Price
------------ ------------- --------- -----------
_______________ ________________ _______________
I understand that my Limited Stock Appreciation Rights grants under the
Plan may only be exercised during the 60-day period following a Change in
Control (as defined in the Plan).
It is my intention that this letter shall constitute an agreement between
BrandPartners Group, Inc. and me for the exercise by me of the Limited Stock
Appreciation Rights described above in lieu of exercising the Stock Options
granted in tandem therewith, and that this agreement shall be binding upon us as
of the date this letter is telecopied, postmarked or hand delivered.
I hereby request that you issue a check payable to me in settlement of
the above Limited Stock Appreciation Rights, and deliver it to me at the address
indicated below.
________________________
Very truly yours,
________________________
Signature
________________________
Print or type name
________________________
Street Address
________________________
City, State and Zip Code
