NATIONAL INVESTMENT MANAGERS INC. STOCK OPTION CONTRACT
THIS
STOCK OPTION CONTRACT (“Contract”)
entered into as of March 9, 2005, between National Investment Managers Inc.,
a
Florida corporation (the “Company”),
and
_______________________ (the “Optionee”).
W I T N E&#
160;S S E T H:
1. In
consideration for services to be rendered by the Optionee to the Company
in his
capacity as a non-employee/non-consultant director of the Company for its
2005
fiscal year, the Company hereby grants to the Optionee an option to purchase
an
aggregate of 40,000 shares
of
Common Stock, $001 par value per share, of the Company ("Common
Stock")
at an
exercise price of $0.1666 per share, being at least equal to the fair market
value of such shares of Common Stock on the date hereof.
2. The
term
of this option shall be five (5) years from the date hereof. This option
shall
vest and be fully exercisable on the date hereof.
3. This
option shall be exercised by giving written notice to the Company at its
then
principal office, presently 000 Xxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000,
Attention:
Chief Financial Officer,
stating
that the Optionee is exercising the option hereunder, specifying the number
of
shares being purchased and accompanied by payment in full of the aggregate
purchase price therefor (a) in cash or by certified check, (b) with previously
acquired shares of Common Stock that are fully paid, vested, transferable
and
have been held by the Optionee for at least six months, or such longer period
as
may be required to avoid a charge to the Company's earnings for financial
accounting purposes, based on the fair market value thereof, as provided
below,
or (c) a combination of the foregoing.
The
fair
market value of a share of Common Stock on any day shall be (a) if the principal
market for the Common Stock is a national securities exchange, the average
of
the highest and lowest sales prices per share of the Common Stock on such
day as
reported by such exchange or on a consolidated tape reflecting transactions
on
such exchange, (b) if the principal market for the Common Stock is not a
national securities exchange and the Common Stock is quoted on the NASDAQ
Stock
Market ("Nasdaq"), and (i) if actual sales price information is available
with
respect to the Common Stock, the average of the highest and lowest sales
prices
per share of the Common Stock on such day on Nasdaq, or (ii) if such information
is not available, the average of the highest bid and the lowest asked prices
per
share for the Common Stock on such day on Nasdaq, or (c) if the principal
market
for the Common Stock is not a national securities exchange and the Common
Stock
is not quoted on Nasdaq, the average of the highest bid and lowest asked
prices
per share for the Common Stock on such day as reported on the OTC Bulletin
Board
Service or by National Quotation Bureau, Incorporated or a comparable service;
provided,
however, that
if
clauses (a), (b) and (c) of this paragraph are all inapplicable because the
Company's Common Stock is not publicly traded, or if no trades have been
made or
no quotes are available for such day, the fair market value of a share of
Common
Stock shall be determined by the Board of Directors of the Compensation
Committee by any method consistent with any applicable regulations adopted
by
the Treasury Department relating to stock options.
4. If
the
Optionee's directorship with the Company is terminated on account of a permanent
and total Disability (defined below), the Optionee or the Optionee's legal
representative may exercise the option, to the extent exercisable on the
date of
the Optionee's termination of his directorship, at any time within one year
after termination of employment but in no event after the expiration of the
term
of the option. Optionee shall be deemed permanently and totally “disabled” if he
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected
to
result in death or which has lasted or can be expected to last for a continuous
period of not less than 12 months.
5. If
the
Optionee dies (a) while a director of the Company, (b) within three months
after
the termination of such directorship or (c) within one year following the
termination of such directorship by reason of Disability, the Optionee's
option
may be exercised, to the extent exercisable on the date of the Optionee's
death,
by the Optionee's legal representative at any time within one year
after death and in no event after the date the option would otherwise have
expired.
6. An
Optionee whose directorship with the Company has terminated for any reason
other
than the Optionee’s death or Disability may exercise the option, to the extent
exercisable on the date of such termination, at any time within three months
after the date of termination, but not thereafter and in no event after the
date
the option would otherwise have expired.
7. The
Company may withhold cash and/or shares of Common Stock to be issued to the
Optionee in the amount which the Company determines is necessary to satisfy
its
obligation to withhold taxes or other amounts incurred by reason of the grant
or
exercise of this option or the disposition of the underlying shares of Common
Stock. Alternatively, the Company may require the Optionee to pay the Company
such amount in cash promptly upon demand.
8. Notwithstanding
the foregoing, this option shall not be exercisable by the Optionee unless
(a) a
Registration Statement under the Securities Act of 1933, as amended (the
"Securities
Act")
with
respect to the shares of Common Stock to be received upon the exercise of
this
option shall be effective and current at the time of exercise or (b) there
is an
exemption from registration under the Securities Act for the issuance of
the
shares of Common Stock upon such exercise. The Optionee hereby represents
and
warrants to the Company that, unless such a Registration Statement is effective
and current at the time of exercise of this option, the shares of Common
Stock
to be issued upon the exercise of this option will be acquired by the Optionee
for his own account, for investment only and not with a view to the resale
or
distribution thereof. In any event, the Optionee will notify the Company
of any
proposed resale of the shares of Common Stock issued to him upon exercise
of
this option. If (i) the Optionee is an "affiliate" of the Company within
the
meaning of the Securities Act at the time of any such resale or (ii) at the
time
of exercise of this option the shares issued were not subject to a current
and
effective Registration Statement under the Securities Act covering their
issuance, then any subsequent resale or distribution of shares of Common
Stock
by the Optionee will be made only pursuant to (x) a Registration Statement
under
the Securities Act which, at the time of resale, is effective and current
with
respect to the Optionee's sale of shares of Common Stock being sold, or (y)
a
specific exemption from the registration requirements of the Securities Act,
but
in claiming such exemption, the Optionee shall, prior to any offer of sale
or
sale of such shares of Common Stock, provide the Company (unless waived by
the
Company) with a favorable written opinion of counsel satisfactory to the
Company, in form, substance and scope satisfactory to the Company, as to
the
applicability of such exemption to the proposed sale or distribution. Such
representations and warranties shall also be deemed to be made by the Optionee
upon each exercise of this option. Nothing herein shall be construed as
requiring the Company to register the shares subject to this option under
the
Securities Act.
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9. In
the
event of any change in the outstanding Common Stock by reason of a stock
dividend, recapitalization, merger in which the Company is the surviving
corporation, spin-off, split-up, combination or exchange of shares or the
like
which results in a change in the number or kind of shares of Common Stock
which
are outstanding immediately prior to such event, the aggregate number and
kind
of shares subject to the option and the exercise price thereof shall be
appropriately adjusted by the Board of Directors, whose determination shall
be
conclusive and binding on all parties..
10. The
Company may affix appropriate legends upon the certificates for shares of
Common
Stock issued upon exercise of this option and may issue such "stop transfer"
instructions to its transfer agent in respect of such shares as it determines,
in its discretion, to be necessary or appropriate to (a) prevent a violation
of,
or to perfect an exemption from, the registration requirements of the Securities
Act or (b) implement the provisions of this Contract or any other agreement
between the Company and the Optionee with respect to such shares of Common
Stock.
11. Nothing
herein shall confer upon the Optionee any right to continue as a director
of the
Company or interfere in any way with any right of the Company to terminate
such
directorship at any time for any reason whatsoever without liability to the
Company.
12. The
Optionee represents and agrees that he will comply with all applicable laws
relating to the grant and exercise of this option and the disposition of
the
shares of Common Stock acquired upon exercise of the option, including without
limitation, federal and state securities and "blue sky" laws.
13. This
option is not transferable by the Optionee otherwise than by will or the
laws of
descent and distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
14. This
Contract shall be binding upon and inure to the benefit of any successor
or
assign of the Company and to any legal representative of the Optionee.
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15. This
Contract shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York, without regard to the conflicts of law
rules
thereof that would defer to the substantive laws of any other jurisdiction.
16. The
invalidity or illegality of any provision herein shall not affect the validity
of any other provision.
IN
WITNESS WHEREOF, the parties hereto have executed this Contract as
of the
day
and year first above written.
OPTIONEE:
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