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EXHIBIT 4.2
FORM OF TEKGRAF, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of
this________ day of _______________ , 1999, by and between Tekgraf, Inc., a
Georgia corporation (the "Company"), and ___________________ (the "Optionee").
WHEREAS, effective as of August 7, 1996, the Board of Directors of the
Company adopted a stock option plan known as the "Tekgraf, Inc. 1997 Stock
Option Plan" (the "Plan"); and
WHEREAS, the Committee previously granted the Optionee a stock option
to purchase the number of shares of the Company's common stock as set forth
below, and in consideration of the granting of that stock option the Optionee
intends to remain in the employ of the Company; and
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.
1. Incorporation of Plan. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the
Plan are incorporated herein by reference and made a part
hereof. A copy of the Plan has been delivered to, and receipt
is hereby acknowledged by, the Optionee.
2. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, the Company hereby
evidences its grant to the Optionee, not in lieu of salary or
other compensation, of the right and option (the "Option") to
purchase all or any part of the number of shares of the
Company's Class A Common Stock, $.001 par value (the
"Stock"), set forth on Schedule A attached hereto and
incorporated herein by reference. The Option shall be
exercisable in the amounts and at the time specified on
Schedule A. The Option shall expire and shall not be
exercisable on the date specified on Schedule A or on such
earlier date as determined pursuant to Section 8, 9, or 10
hereof. Schedule A states whether the Option is intended to
be an Incentive Stock Option.
3. Purchase Price. The price per share to be paid by the
Optionee for the shares subject to this Option (the "Exercise
Price") shall be as specified on Schedule A, which price
shall be an amount not less than the Fair Market Value of a
share of Stock as of the Date of Grant (as defined in Section
11 below) if the Option is an Incentive Stock Option.
4. Exercise Terms. The Optionee must exercise the Option for at
least the lesser of 100 shares or the number of shares of
Purchasable Stock as to which the Option remains unexercised.
In the event this Option is not exercised with respect to all
or any part of the shares subject to this Option prior to its
expiration, the shares with respect to which this Option was
not exercised shall no longer be subject to this Option.
5. Option Non-Transferable. No Option shall be transferable by
an Optionee other than by will or the laws of descent and
distribution or, in the case of non-Incentive Stock Options,
pursuant to a Qualified Domestic Relations Order, and no
Option shall be transferable by
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an Optionee who is a Section 16 Insider prior to shareholder
approval of the Plan. During the lifetime of an Optionee,
Options shall be exercisable only by such Optionee (or by
such Optionee's guardian or legal representative, should one
be appointed).
6. Notice of Exercise of Option. This Option may be exercised by
the Optionee, or by the Optionee's administrators, executors
or personal representatives, by a written notice (in
substantially the form of the Notice of Exercise attached
hereto as Schedule B) signed by the Optionee, or by such
administrators, executors or personal representatives, and
delivered or mailed to the Company as specified in Section 14
hereof to the attention of the President or such other
officer as the Company may designate. Any such notice shall
(a) specify the number of shares of Stock which the Optionee
or the Optionee's administrators, executors or personal
representatives, as the case may be, then elects to purchase
hereunder, (b) contain such information as may be reasonably
required pursuant to Section 12 hereof, and (c) be
accompanied by (i) a certified or cashier's check payable to
the Company in payment of the total Exercise Price applicable
to such shares as provided herein, (ii) shares of Stock owned
by the Optionee and duly endorsed or accompanied by stock
transfer powers having a Fair Market Value equal to the total
Exercise Price applicable to such shares purchased hereunder,
or (iii) a certified or cashier's check accompanied by the
number of shares of Stock whose Fair Market Value when added
to the amount of the check equals the total Exercise Price
applicable to such shares purchased hereunder. Upon receipt
of any such notice and accompanying payment, and subject to
the terms hereof, the Company agrees to issue to the Optionee
or the Optionee's administrators, executors or personal
representatives, as the case may be, stock certificates for
the number of shares specified in such notice registered in
the name of the person exercising this Option.
7. Adjustment in Option. The number of shares subject to this
Option, the Exercise Price and other matters are subject to
adjustment during the term of this Option in accordance with
Sections 15 and 16 of the Plan.
8. Termination of Employment.
(a) Except as otherwise specified in Schedule A hereto,
in the event of the termination of the Optionee's
employment with the Company or any of its
subsidiaries, other than a termination that is
either (i) for Cause, or (ii) for reasons of death
or disability, the Optionee may exercise this Option
at any time within three (3) months after such
termination to the extent of the number of shares
which were Purchasable hereunder at the date of such
termination.
(b) Except as specified in Schedule A attached hereto,
in the event of a termination of the Optionee's
employment that is for Cause, this Option, to the
extent not previously exercised, shall terminate
immediately and shall not thereafter be or become
exercisable.
9. Disabled Optionee. In the event of the termination of the
Optionee's employment because of the Optionee's becoming a
Disabled Optionee, the Optionee (or his or her personal
representative) may exercise this Option within a period
ending on the earlier of (a) the last day of the one year
period following the Optionee's death or (b) the expiration
date of this Option, in either case to the extent of the
number of shares which were Purchasable hereunder at the date
of such termination.
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10. Death of Optionee. Except as otherwise set forth in Schedule
A with respect to the rights of the Optionee upon termination
of employment under Section 8(a) above, in the event of the
Optionee's death while employed by the Company or any of its
subsidiaries, the appropriate persons described in Section 6
hereof or persons to whom all or a portion of this Option is
transferred in accordance with Section 5 hereof may exercise
this Option at any time within one (1) year of such
termination. If the Optionee was an employee of the Company
at the time of death, this Option may be so exercised to the
extent of the number of shares that were Purchasable
hereunder at the date of death. If the Optionee's employment
terminated prior to his or her death, this Option may be
exercised only to the extent of the number of shares covered
by this Option which were Purchasable hereunder at the date
of such termination.
11. Date of Grant. This Option was granted by the Board of
Directors of the Company on the date set forth in Schedule A
(the "Date of Grant").
12. Compliance with Regulatory Matters. The Optionee acknowledges
that the issuance of capital stock of the Company is subject
to limitations imposed by federal and state law and the
Optionee hereby agrees that the Company shall not be
obligated to issue any shares of Stock upon exercise of this
Option that would cause the Company to violate law or any
rule, regulation, order or consent decree of any regulatory
authority (including without limitation the Securities and
Exchange Commission) having jurisdiction over the affairs of
the Company. The Optionee agrees that he or she will provide
the Company with such information as is reasonably requested
by the Company or its counsel to determine whether the
issuance of Stock complies with the provisions described by
this Section 12.
13. Restriction on Disposition of Shares. The shares purchased
pursuant to the exercise of an Incentive Stock Option shall
not be transferred by the Optionee except pursuant to the
Optionee's will, or the laws of descent and distribution,
until such date which is the later of two years after the
grant of such Incentive Stock Option or one year after the
transfer of the shares to the Optionee pursuant to the
exercise of such Incentive Stock Option.
14. Miscellaneous.
(a) This Agreement shall be binding upon the parties
hereto and their representatives, successors and
assigns.
(b) This Agreement is executed and delivered in, and
shall be governed by the laws of, the State of
Georgia.
(c) Any requests or notices to be given hereunder shall
be deemed given, and any elections or exercises to
be made or accomplished shall be deemed made or
accomplished, upon actual delivery thereof to the
designated recipient, or three days after deposit
thereof in the United States mail, registered,
return receipt requested and postage prepaid,
addressed, if to the Optionee, at the address set
forth below and, if to the Company, to the executive
offices of the Company at 000 Xxxxxxx Xxxxxxx, Xxxxx
X, Xxxxxxx, Xxxxxxx 00000.
(d) This Agreement may not be modified except in writing
executed by each of the parties hereto.
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IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Stock Option Agreement to be executed on behalf of the Company, and the
Optionee has executed this Stock Option Agreement, all as of the day and year
first above written.
TEKGRAF, INC. OPTIONEE
By:
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Name: Name:
Title: Address:
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SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
TEKGRAF, INC.
AND
_____________________________
Dated: _______________
1. Number of Shares Subject to Option: _______________ shares.
2. This Option (Check one) [ ] is [ ] is not an Incentive Stock Option.
3. Option Exercise Price: $__________ per share.
4. Date of Grant:_______________
5. Option Vesting Schedule:
Check one:
( ) Options are exercisable with respect to all shares
on or after the date hereof
( ) Options are exercisable with respect to the number
of shares indicated below on or after the date
indicated next to the number of shares:
No. of Shares Vesting Date
6. Option Exercise Period:
Check One:
( ) All options expire and are void unless exercised on
or before __________, 200_.
( ) Options expire and are void unless exercised on or
before the date indicated next to the number of
shares:
No. of Shares Expiration Date
7. Effect of Termination of Employment of Optionee (if different from
that set forth in Sections 8, 9 and 10 of the Stock Option Agreement):
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SCHEDULE B
NOTICE OF EXERCISE
The undersigned hereby notifies Tekgraf, Inc. (the "Company")
of his or her election to exercise the undersigned's stock option to purchase
______ shares of the Company's Class A Common Stock, $.001 par value (the
"Common Stock"), pursuant to the Stock Option Agreement (the "Agreement")
between the undersigned and the Company dated ________________. Accompanying
this Notice is (1) a certified or a cashier's check in the amount of $________
payable to the Company, and/or (2) __________ shares of the Company's Common
Stock presently owned by the undersigned and duly endorsed or accompanied by
stock transfer powers, having an aggregate Fair Market Value (as defined in
Tekgraf, Inc. 1997 Stock Option Plan) as of the date hereof of $____________,
such amounts being equal, in the aggregate, to the purchase price per share set
forth in Section 3 of the Agreement multiplied by the number of shares being
purchased hereby (in each instance subject to appropriate adjustment pursuant to
Sections 16 or 17 of the Plan).
IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
_____ day of ______________, _______.
OPTIONEE [OR OPTIONEE'S
ADMINISTRATOR,
EXECUTOR OR PERSONAL
REPRESENTATIVE]
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Name:
Position (if other than Optionee):
