EXHIBIT 2.1
[Form of Nonqualified Stock Option Agreement]
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XXXXXXX EDUCATION GROUP, INC.
(Non-Employee)
1. Grant of Option.
In accordance with and subject to the terms and conditions of
(a) the Xxxxxxx Education Group, Inc. 1996 Stock Option Plan, as it may be
amended from time to time (the "Plan"), and (b) this Nonqualified Stock Option
Agreement (the "Agreement"), Xxxxxxx Education Group, Inc., a Florida
corporation (the "Company"), grants to the optionee identified on Schedule 1
attached hereto (the "Optionee") a nonqualified stock option (the "Option") to
purchase the number of shares (the "Shares") of its Common Stock, no par value,
set forth on Schedule 1, at the option price set forth in Schedule 1.
2. Acceptance by Optionee.
The exercise of the Option or any portion thereof is
conditioned upon acceptance by the Optionee of the terms and conditions of this
Agreement, as evidenced by the Optionee's execution of Schedule 1 to this
Agreement and the delivery of an executed copy of Schedule 1 to the Company.
3. Vesting of Option.
The Option shall become exercisable in accordance with the
vesting schedule set forth in Schedule 1. In the event that the Optionee's
employment with the Company or its subsidiaries is terminated prior to the date
on which the option or any portion thereof becomes vested, the non-vested
portion of the Option will be void, and will not become exercisable by the
Optionee.
4. Expiration of Option.
The Option shall expire on the date set forth in Schedule 1,
and may not be exercised after such date.
5. Procedure for Exercise.
The Option may be exercised for the number of Shares specified
in a written notice delivered to the Company at least ten days prior to the date
on which purchase is requested, accompanied by full payment in cash or check, in
the manner and subject to the terms and conditions set forth in the Plan.
Notwithstanding the foregoing, the Option may not be exercised as to less than
ten Shares at any time, or, if less than ten Shares, the number of Shares
subject to the Option. If any applicable law requires the Company to take any
action with respect to the Shares specified in such notice, or if any action
remains to be taken under the Articles of Incorporation or Bylaws of the Company
to effect due issuance of the Shares, then the Company shall take such action
and the day for delivery of such Shares shall be extended for the period
necessary to take such action. Neither the Optionee nor any other person
entitled to exercise the Option shall be, or have any rights or privileges of, a
shareholder of the Company in respect of any of the Shares issuable upon
exercise of the Option, unless and until the Shares are issued to the Optionee.
6. No Right to Employment.
The issuance of the Option or any Shares pursuant to the
Option shall not give the Optionee any right to be employed or retained in the
employ of the Company nor shall it affect the right of the Company to discharge
or discipline the Optionee or the right of the Optionee to terminate his or her
employment.
7. Representations as to Purchase of Shares.
As a condition of the Company's obligation to issue Shares
upon exercise of the Option, if requested by the Company, the Optionee shall,
concurrently with the delivery of the stock certificate representing the Shares
so purchased, give such written assurances to the Company, in the form and
substance that its counsel reasonably requests, to the effect that the Optionee
is acquiring the Shares for investment and without any present intention of
reselling or redistributing the same in violation of any applicable law. In the
event that the Company elects to register the Shares under the Securities Act of
1933 and any applicable state laws, the issuance of such Shares shall not be
subject to the restrictions contained in this paragraph 7.
8. Compliance With Applicable Law.
The issuance of the Shares pursuant to the exercise of this
Option is subject to compliance with all applicable laws, including without
limitation laws governing withholding from employees and nonresident aliens for
income tax purposes.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed as of the Date of Grant set forth in Schedule 1.
XXXXXXX EDUCATION GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxxx, Xx., CEO
