EXHIBIT 10.1
FORM OF STOCK OPTION AGREEMENT ISSUED ON JANUARY 3, 1996
FORM OF OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") dated as of the 3rd day of
January, 1996 by and between Computer Marketplace, Inc., a Delaware corporation
(hereinafter the "Company"), and ____________________________,(the
"Optionholder").
W I T N E S S E T H:
WHEREAS, the Optionholder is an employee of the Company; and
WHEREAS, the Company desires to compensate the Optionholder for
exemplary services rendered to the Company and to provide the Optionholder with
an incentive to assist in the Company's continued prosperity; and
WHEREAS, the Company would like to grant to the Optionholder an option
(the "Option") to acquire ______________________ shares of common stock of the
Company (the "Option Shares"), pursuant to the terms herein.
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and premises contained herein, the parties hereto agree, subject to the terms
and conditions herein, as follows:
1. THE OPTION GRANT.
(a) The Company hereby grants, subject to vesting described in
Section 1(b) below, to the Optionholder the right and option to purchase
__________________ (_________) Option Shares (adjusted to reflect any stock
splits, reverse splits recapitalization or other business combinations),at an
exercise price of $0.28125 per Option Share (the "Exercise Price").
(b) The Option shall vest over a three (3) year period from the
date hereof. One-third of the total amount of Option Shares shall vest on the
first anniversary of this Option Agreement; One-third of the total amount of
Option Shares shall vest on the second anniversary of this Option Agreement; and
one-third of the total amount of Option Shares shall vest on the third
anniversary of this Option Agreement. There shall be no proration for any
portion of any year.
(c) The Option shall be exercisable for a period of ten (10) years
from the date hereof; provided however, that in the event that the Optionholder
ceases to be employed by the Company, for any reason whatsoever, then vesting
shall cease on date of termination or resignation and this Option Agreement
shall terminate 90 days following the date of such termination, or resignation,
as the case may be, and the Optionholder shall have no further rights under this
Option Agreement.
2. METHOD OF EXERCISE. The Option may be exercised in whole or in part
in accordance with the provisions of this Agreement by the Optionholder's
tendering the Exercise Price (or a proportionate part thereof if the Option is
partially exercised) in immediately available funds. The Company shall cooperate
to the extent reasonably possible with the Optionholder in an exercise pursuant
to which all or part of the Option Shares will be sold simultaneously with the
exercise of this with the broker-dealer participating in such sale being
irrevocably instructed to remit the proceeds from the exercise of the Option to
the Company upon settlement of the sale of the underlying Option Shares.
The Optionee may exercise part or all of the Option by tender to the
Company of a written notice of exercise together with advice of the delivery of
an order to a broker to sell part or all of the Option Shares, subject to such
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exercise notice and an irrevocable order to such broker to deliver to the
Company (or its transfer agent) sufficient proceeds from the sale of such Option
Shares to pay the Exercise Price and any withholding taxes. All documentation
and procedures to be followed in connection with such a "cashless exercise"
shall be approved in advance by the Company.
3. STOCKHOLDER RIGHTS. Neither the Optionholder nor any other person
legally entitled to exercise the Option shall be entitled to any of the rights
or privileges of a stockbroker of the Company with respect to any Option Shares
issuable upon any exercise of the Option unless and until the Option is
exercised.
4. NO WAIVER. The failure of any of the parties hereto to enforce any
provisions hereof on any occasion shall not be deemed to be a waiver of any
privilege given by any provision of this Agreement.
5. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement on
the understanding of the parties hereto, and no amendment, modification or
waiver of any provision herein shall be effective, unless in writing, executed
by the party charged therewith.
6. GOVERNING LAW. This Agreement shall be construed and interpreted and
enforced in accordance with and shall be governed by the internal laws of the
State of Delaware.
7. Binding Effect; Assignment. This Agreement shall be binding upon,
and inure to the benefit of the parties and their successors and assigns. This
Agreement may not be assigned without the prior written consent of the Company.
8. PARAGRAPH HEADINGS. The paragraph headings herein have been inserted
for convenience of reference only and shall no way modify or restrict any of the
terms of the provisions hereof.
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9. NOTICES. Any notice required or permitted to be delivered hereunder
shall be deemed effective five (5) days after mailing when sent by United States
mail, postage prepaid, certified mail, return receipt requested, addressed to
Optionholder or the Company, as the case may be, at the addresses set forth
below:
If to Optionholder:
Name
Address
With a copy to:
If to the Company:
Computer Marketplace, Inc.
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Attention: L. ▇▇▇▇▇ ▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
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10. UNENFORCEABILITY AND SEVERABILITY. If any provision of this
Agreement is found to be void or unenforceable by a court of competent
jurisdiction, then the remaining provisions of this Agreement shall nevertheless
be binding upon the parties with the same force and effect as though the
unenforceable part has been severed and deleted.
11. COUNTERPARTS. This Agreement may be executed in counterparts, all
of which shall be deemed to be duplicate originals.
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12. FURTHER ASSURANCES. The Company and Optionholder agrees to execute
and deliver to each other such documents as the other party shall reasonably
request to effectuate the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
COMPUTER MARKETPLACE, INC.
By: /s/ L. ▇▇▇▇▇ ▇▇▇▇▇
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L. ▇▇▇▇▇ ▇▇▇▇▇
President and
Chief Executive Officer
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