STOCK OPTION AGREEMENT, entered into on the 10th day of May, 2001, between
DCAP GROUP, INC., a Delaware corporation (the "Company"), and XXXXX XXXXXXXXX
(the "Optionee").
WHEREAS, simultaneously herewith, the Company is entering into an
Employment Agreement with the Optionee (the "Employment Agreement") pursuant to
which the Optionee is to perform certain employment duties and services for the
Company; and
WHEREAS, the Company desires to provide to the Optionee an additional
incentive to promote the success of the Company.
NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee the right and option to purchase Common Shares of the
Company under and pursuant to the terms and conditions of the Company's 1998
Stock Option Plan (the "Plan") and upon the following terms and conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to One Million (1,000,000) Common Shares of
the Company (the "Option Shares") during the following periods:
(a) All or any part of Four Hundred Thousand (400,000) Common Shares may be
purchased during the period commencing on March 31, 2002 and terminating at
5:00 P.M. on March 31, 2006 (the "Expiration Date").
(b) All or any part of Two Hundred Thousand (200,000) Common Shares may be
purchased during the period commencing on March 31, 2003 and terminating at
5:00 P.M. on the Expiration Date.
(c) All or any part of Two Hundred Thousand (200,000) Common Shares may be
purchased during the period commencing on March 31, 2004 and terminating at
5:00 P.M. on the Expiration Date.
(d) All or any part of Two Hundred Thousand (200,000) Common Shares may be
purchased during the period commencing on March 31, 2005 and terminating at
5:00 P.M. on the Expiration Date.
2. NATURE OF OPTION. The Option is intended to meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended, relating to
"incentive stock options."
3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be
Twenty-Five Cents ($.25) (the "Option Price").
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance with the
provisions of the Plan. As soon as practicable after the receipt of notice of
exercise and payment of
the Option Price as provided for in the Plan, the Company shall tender to the
Optionee a certificate issued in the Optionee's name evidencing the number of
Option Shares covered thereby.
5. TRANSFERABILITY. The Option shall not be transferable other than by will or
the laws of descent and distribution and, during the Optionee's lifetime, shall
not be exercisable by any person other than the Optionee.
6. TERMINATION OF EMPLOYMENT. Once any portion of the Option has vested in
accordance with Paragraph 1 hereof, that portion of the Option shall remain
exercisable until the Expiration Date notwithstanding any subsequent termination
of employment with the Company or its subsidiaries for any reason whatsoever. In
addition, in the event the Optionee's employment with the Company is terminated
by the Company without "cause" (as defined in the Employment Agreement), that
portion of the Option that, following such termination date, would have next
vested in accordance with Paragraph 1 hereof shall become immediately
exercisable and shall remain exercisable until the Expiration Date
notwithstanding such termination of employment.
7. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are hereby
incorporated by reference and made a part hereof.
8. NOTICES. Any notice or other communication given hereunder shall be deemed
sufficient if in writing and delivered personally or sent by facsimile
transmission, overnight mail or courier or registered or certified mail, return
receipt requested, postage prepaid, addressed to the Company at 00 Xxxxxxx
Xxxxxx, Xxxx Xxxxxx, XX 00000, Attention: Secretary (fax number: (516)
794-4529), and to the Optionee at the address set forth below or to such other
address as either party may hereafter designate in writing to the other party in
accordance with the provisions hereof. Notices shall be deemed to have been
given on the date of mailing or transmission, except notices of change of
address, which shall be deemed to have been given when received.
9. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns.
10. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains the
entire understanding of the parties hereto with respect to the subject matter
hereof and may be modified only by an instrument executed by the party sought to
be charged. No amendment on the part of the Company shall be valid unless
approved by its Board of Directors.
11. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, excluding choice of law
rules thereof.
12. EXECUTION IN COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but both of which together
shall constitute one and the same instrument.
13. FACSIMILE SIGNATURES. Signatures hereon which are transmitted via facsimile
shall be deemed original signatures.
2
14. REPRESENTATION BY COUNSEL; INTERPRETATION. The Optionee acknowledges that
he has been represented by counsel in connection with this Agreement.
Accordingly, any rule or law or any legal decision that would require the
interpretation of any claimed ambiguities in this Agreement against the party
that drafted it has no application and is expressly waived by the Optionee. The
provisions of this Agreement shall be interpreted in a reasonable manner to give
effect to the intent of the parties hereto.
15. HEADINGS. The headings and captions under sections and paragraphs of this
Agreement are for convenience of reference only and do not in any way modify,
interpret or construe the intent of the parties or affect any of the provisions
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
DCAP GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxx, Secretary
/s/ Xxxxx Xxxxxxxxx
----------------------------------
Xxxxx Xxxxxxxxx
X.X. Xxx 000
Xxxxxxx, Xxx Xxxx 00000
----------------------------------
Address
(000) 000-0000
----------------------------------
Fax Number
3
