Exhibit 10.2
OPT-______
OPINION RESEARCH CORPORATION
STOCK OPTION
THIS STOCK OPTION (the "Option") is granted _________, 2005 by OPINION
RESEARCH CORPORATION, a Delaware corporation (the "Company"), to ___________
(the "Optionee").
WITNESSETH:
1. Grant. The Optionee is hereby granted, pursuant to the terms of the Opinion
Research Corporation Stock Incentive Plan (the "Plan"), an Option to purchase on
the terms and conditions hereinafter set forth ________ shares of Common Stock
of the Company (the "Common Stock"), par value $0.01 per share (the "Option
Shares") at a per share purchase price of ________ (the "Option Price"). This
Option is not intended to be an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Term.
(a) General Rule. The Option granted hereunder shall first be exercisable
on the first annual anniversary of the date hereof, and shall cease to be
exercisable at 5:00 p.m. local Princeton, New Jersey time seven years from the
date hereof, or such time prior to that as provided in subsection 2(b) below.
This Option may be exercised in whole or in part, except that this Option may in
no event be exercised with respect to fractional shares.
(b) Early Termination of Options. Notwithstanding the provisions of
subsection 2(a), rights to exercise this Option shall terminate in accordance
with the following:
(1) All the rights with respect to any portion of this Option that
has not become exercisable shall terminate on the date on which the Optionee
ceases to be a director of the Company.
(2) All rights with respect to that portion of this Option that has
become exercisable shall terminate on the first anniversary of the date on which
Optionee ceases to be a director of the Company for any reason, including death.
(3) All rights with respect to this Option shall terminate as of the
date, if any, set by the Board of Directors as an accelerated expiration date
pursuant to Section 10 of the Plan.
3. Transfers. This Option is not transferable by the Optionee otherwise than by
will or pursuant to the laws of descent and distribution in the event of the
Optionee's death (in which event the Option may be exercised by the heirs or
legal representatives of the Optionee) or pursuant to the terms of a qualified
domestic relations order, "within the meaning of Sections 401(a)(13) and 414(p)
of the Code or within the meaning of Title I of the Employee Retirement
Income Security Act of 1974, as amended. Except as expressly set forth above in
this Section 3, the Option may be exercised during the lifetime of the Optionee
only by the Optionee. Any attempt at assignment, transfer, pledge or disposition
of the Option contrary to the provisions hereof or the levy of any execution,
attachment or similar process upon the Option other than as expressly permitted
in this Section 3 shall be null and void and without effect. Any exercise of the
Option by a person other than the Optionee shall be accompanied by appropriate
proofs of the right of such person to exercise the Option.
4. Method of Exercise and Payment. When exercisable under Section 2, the Option
may be exercised by written notice to the Company's Chief Financial Officer
specifying the number of Option Shares to be purchased. The notice shall be
accompanied by payment of the aggregate Option Price of the Option Shares being
purchased (a) in cash, (b) by certified or cashier's check payable to the order
of the company, (c) by payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board, or (d) by such other
mode of payment as the Committee may approve. Such exercise shall be effective
upon the actual receipt by the Company's Chief Financial Officer of such written
notice and payment. In addition, except as provided below, the Optionee may make
payment in whole or in part in shares of the Company's Common Stock held by the
Optionee for more than six months. If payment is made in whole or in part in
shares of the Company's Common Stock, then the Optionee shall deliver to the
Company certificates registered in the name of the Optionee representing shares
of the Company's Common Stock legally and beneficially owned by the Optionee,
free of all liens, claims and encumbrances of every kind and having a fair
market value (as determined under the Plan) on the date of delivery that is at
least as great as the Option Price of the Option Shares (or relevant portion
thereof) with respect to which this Option is to be exercised by payment in
shares of Common Stock, accompanied by stock powers duly endorsed in blank by
the Optionee. Notwithstanding the foregoing, the Committee, in its sole
discretion, may refuse to accept shares of the Company's Common Stock in payment
of the Option Price or may impose such other limitations and prohibitions on the
use of shares of the Company's Common Stock to exercise this Option as it deems
appropriate. In the event the Committee refuses to accept shares of the
Company's Common Stock in payment of the Option Price, any certificates
representing shares of the Company Common Stock which were delivered to the
Company shall be returned to the Optionee with notice of the refusal of the
Committee to accept such shares in payment of the Option Price.
5. Adjustments on Changes in Capitalization. In the event that, prior to the
delivery by the Company of all of the Option Shares in respect of which the
Option is granted, there shall be a stock dividend, stock split,
recapitalization or other change in the number of class of issued and
outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Company's Common Stock and/or, if appropriate, other
outstanding equity securities or a recapitalization or other capital adjustment
affecting the Company's Common Stock which is effected without receipt of
consideration by the Company, the remaining number of Option Shares subject to
the Option and the Option Price therefore shall be adjusted in a manner
determined by the Committee so that the adjusted number of Option Shares and the
adjusted Option Price shall be the substantial equivalent of the remaining
number of Option Shares subject to the Option and the Option Price thereof prior
to such change. For the purposes of this Section 5, the term "Option Shares"
shall include any additional securities that become subject to
this Option as a result of previous adjustments pursuant to this Section 5.
Notwithstanding the foregoing, no adjustment shall be made as a result of the
issuance of the Company's Common Stock upon the conversion of other securities
of the Company that are convertible into such Common Stock.
6. Change in Control. Notwithstanding anything to the contrary herein, if the
Optionee is a non-employee director of the Company, upon a Change in Control (as
defined in the Plan), the exercise date of all option Shares then subject to
this Option shall automatically accelerate to the date of the Change in Control.
7. Legal Requirements. If the listing, inclusion, registration or qualification
of the Option Shares upon any securities exchange, in any automated quotation
system, or under any federal or state law, or the consent or approval of any
governmental regulatory body is necessary as a condition of or in connection
with the purchase of any Option Shares, the Company shall not be obligated to
issue or deliver the certificates representing the Option Shares as to which
this Option has been exercised unless and until such listing, inclusion,
registration, qualification, consent or approval shall have been effected or
obtained.
8. Plan Provisions; Administration. This Option has been granted pursuant to and
is subject to the terms and provisions of the Plan. The Board of Directors in
its administrative capacity with respect to the Plan, or, if so designated, any
committee designated by the Board of Directors to administer the Plan with
respect to persons including the Optionee, is referred to in this Option as the
"Committee". All questions of interpretation and application of the Plan and
this Option shall be determined by the Committee. The Committee's determination
shall be final, binding and conclusive.
9. Notices. Any notice to be given to the Company shall be in writing and shall
be addressed to the Chief Financial Officer of the Company at its principal
executive office, and any notice to be given to the Optionee shall be addressed
to the optionee at the address then appearing on the personnel records of the
Company or the Affiliate of the Company by which he is employed, or at such
other address as either party hereafter may designate in writing to the other.
Except as otherwise set forth herein, any such notice shall be deemed to have
been duly given, made and received only when personally delivered, or on the day
delivery is guaranteed when transmitted, addressed as aforesaid, to a third
party company or governmental entity providing delivery services in the ordinary
course of business, or two days following the day when deposited in the United
States mails, by registered or certified mail, postage prepaid, return receipt
requested, addressed as aforesaid. Notwithstanding the foregoing, any notice of
exercise pursuant to Section 4 shall be deemed to have been duly given, made or
received only upon actual receipt by, or upon tender of delivery to, the
addresses of such notice.
10. No Commitment to Retain. Nothing herein contained shall affect the right of
the Company or any Affiliate to terminate the Optionee's employment, services,
responsibilities, duties, or authority to represent the Company or any Affiliate
at any time for any reason whatsoever.
11. Amendment. The Board of Directors of the Company shall have the right to
amend this Option, subject to the Optionee's consent if such amendment is not
favorable to the Optionee, except that the consent of the Optionee shall not be
required for any amendment made pursuant to Subsection 8(e)(i)(E) or Section 10
of the Plan.
12. Withholding of Taxes. Whenever the Company proposes or is required to
deliver or transfer Option Shares in connection with the exercise of this
Option, the Company shall have the right to (a) require the recipient to remit
to the Company an amount sufficient to satisfy any federal, state and/or local
withholding tax requirements prior to the delivery or transfer of any
certificate or certificates for such Option Shares, or (b) take whatever action
it deems necessary to protect its interests with respect to tax liabilities.
IN WITNESS WHEREOF, the Company has granted this Option on the date and
year first above written.
OPINION RESEARCH CORPORATION
By: _____________________________________
Xxxx X. Short
Chairman and CEO
