▇▇▇▇▇▇▇ EDUCATION GROUP, INC.
Nonqualified Stock Option Agreement
(Employee)
1. Grant of Options. In accordance with and subject to the terms and
conditions of (a) the ▇▇▇▇▇▇▇ 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"), ▇▇▇▇▇▇▇ Education
Group, Inc., a Florida corporation (the "Company"), grants to the optionee
identified on Schedule I attached hereto (the "Optionee") a nonqualified
stock option (the "Plan Option") to purchase the number of shares (the
"Shares") of its Common Stock, no par value, set forth on Schedule I, at
the option price as set forth in Schedule I. In addition, subject to the
terms and provisions of this Nonqualified Stock Option Agreement, the
Company also grants to the Optionee a nonqualified stock option (the
"Additional Option") to purchase the additional number of Shares as
described on Schedule I. The Additional Option shall also be subject to
sections 11, 12, 13, 14, 15, 18 and 24 of the Plan. (The "Plan Option" and
the "Additional Option" are hereinafter collectively referred to as the
"Options").
2. Acceptance by Optionee. The exercise of the Options 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 I
to this Agreement and the delivery of an executed copy of Schedule I to the
Company.
3. Vesting of Options. The Options shall become exercisable in accordance with
the vesting schedule set forth in Schedule I. In the event that the
Optionee's employment with the Company or its subsidiaries is terminated
prior to the date on which the Options or any portion thereof become
vested, the non-vested portion of the Options will be void, and will not
become exercisable by the Optionee.
4. Expiration of Options. The Options shall expire on the date set forth in
Schedule I, and may not be exercised after such date.
5. Procedure for Exercise. The Options 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
Options 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 Options. 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 Options 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 Options, unless and until the Shares are issued to the
Optionee.
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6. No Right to Employment. The issuance of the Options or any Shares pursuant
to the Options 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 Options, if requested by
the Company, the Optionee shall, concurrently with the delivery of the
stock certificate representing the Shares so purchased, give such written
assurance 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 these Options 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 HEREOF, the Company has caused this Agreement to be executed as
of the Date of Grant set forth in Schedule ▇.
▇▇▇▇▇▇▇ EDUCATION GROUP, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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SCHEDULE I
Nonqualified Stock Option Agreement
(Employee)
Name of Optionee: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Granted Under the Plan Granted Outside the Plan
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(Plan Option) (Additional Option)
Number of Shares: 115,000 185,000
Option Price per Share: $5.25 $5.25
Date of Grant: ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 3, 1997
Expiration Date: March 2, 2004 March 2, 2004
Vesting Schedule: 25% of the Number of Shares 25% of the Number of
on each of the first four Shares on each of the
anniversary dates of the first four anniversary
Date of Grant. dates of the Date of
Grant.
The undersigned agrees to the terms and conditions of the Nonqualified
Stock Option Agreement of which this Schedule I is a part, and with respect to
the Options, acknowledges receipt of the prospectus relating to the Plan and of
the Company's most recent annual report to shareholders.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Date Accepted: September 8, 1998 ______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Social Security No.###-##-####