NATIONAL INVESTMENT MANAGERS INC.
NONSTATUTORY STOCK OPTION AGREEMENT
================================================================================
THIS STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of
February 28, 2007, by and between NATIONAL INVESTMENT MANAGERS INC., a Florida
corporation (the "Company"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Optionee")
In consideration of the covenants herein set forth, the parties hereto
agree as follows:
1. Option Information.
(a) Date of Option: February 28, 2007
(b) Optionee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or permitted assigns
(c) Number of Shares: 100,000
(d) Exercise Price: $0.62 per share
2. Acknowledgements. The Board has authorized the granting to Optionee of
a stock option ("Option") to purchase shares of common stock of the Company
("Stock") upon the terms and conditions hereinafter stated and pursuant to an
exemption from registration under the Securities Act of 1933, as amended (the
"Securities Act") provided by Section 4(2) thereunder.
3. Shares; Price. Company hereby grants to Optionee the right to purchase,
upon and subject to the terms and conditions herein stated, the number of shares
of Stock set forth in Section 1(c) above (the "Shares") for cash at the price
per Share set forth in Section 1(d) above (the "Exercise Price").
4. Term of Option. This Option shall expire, and all rights hereunder to
purchase the Shares shall terminate, at the earlier of (i) five (5) years from
the date hereof or (ii) three (3) months following the Optionee's termination of
employment with the Company.
5. Exercise. This Option shall be exercised by delivery to the Company of
(a) written notice of exercise stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other consideration
as has been approved by the Board of Directors) and (c) a written investment
representation as provided for in Section 9 hereof. This Option shall not be
assignable or transferable and shall be exercisable only by Optionee during his
or her lifetime and for a period of three (3) months following the Optionee's
death.
6. No Rights as Shareholder. Optionee shall have no rights as a
shareholder with respect to the Shares covered by any installment of this Option
until the effective date of issuance of the Shares following exercise of this
Option, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such stock certificate or certificates are
issued.
1
7. Recapitalization. Subject to any required action by the shareholders of
the Company, the number of Shares covered by this Option, and the Exercise Price
thereof, shall be proportionately adjusted for any increase or decrease in the
number of issued shares resulting from a subdivision or consolidation of shares.
If the Company merges with or into, or consolidates with, another entity,
whether or not the Company is the surviving entity of such merger or
consolidation, this Option thereafter shall pertain to and apply to the
securities to which a holder of Shares equal to the Shares subject to this
Option would have been entitled by reason of such merger or consolidation.
In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same number of shares of Stock with a par value, the shares
resulting from any such change shall be deemed to be the Shares within the
meaning of this Option.
To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and the number and price of Shares subject to this Option
shall not be affected by, and no adjustments shall be made by reason of, any
dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.
The grant of this Option shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
in its capital or business structure or to merge, consolidate, dissolve or
liquidate or to sell or transfer all or any part of its business or assets.
8. Investment Intent; Restrictions on Transfer.
(a) Optionee represents and agrees that if Optionee exercises this
Option in whole or in part, Optionee will in each case acquire the Shares
upon such exercise for the purpose of investment and not with a view to,
or for resale in connection with, any distribution thereof; and that upon
such exercise of this Option in whole or in part, Optionee shall furnish
to the Company a written statement to such effect, satisfactory to the
Company in form and substance.
(b) Optionee further represents that Optionee has had access to the
financial statements or books and records of the Company, has had the
opportunity to ask questions of the Company concerning its business,
operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information
2
(c) Unless and until the Shares represented by this Option are
registered under the Securities Act, all certificates representing the
Shares and any certificates subsequently issued in substitution therefor
and any certificate for any securities issued pursuant to any stock split,
share reclassification, stock dividend or other similar capital event
shall bear legends in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR
SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.
and/or such other legend or legends as the Company and its counsel deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.
9. Notices. Any notice required to be given pursuant to this Option shall
be in writing and shall be deemed to be delivered upon receipt or, in the case
of notices by the Company, five (5) days after deposit in the U.S. mail, postage
prepaid, addressed to Optionee at the address last provided by Optionee.
10. Applicable Law. This Option has been granted, executed and delivered
in the State of New York, and the interpretation and enforcement shall be
governed by the laws thereof and subject to the exclusive jurisdiction of the
courts therein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
3
IN WITNESS WHEREOF, the parties hereto have executed this Option as of the
date first above written.
COMPANY: NATIONAL INVESTMENT MANAGERS INC.,
a Florida corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: COO
OPTIONEE: By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------
(signature)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------
4
Appendix A
NOTICE OF EXERCISE
NATIONAL INVESTMENT MANAGERS INC.
______________________
______________________
Re: Stock Option
Notice is hereby given pursuant to Section 5 of my Stock Option Agreement
that I elect to purchase the number of shares set forth below at the exercise
price set forth in my option agreement:
Stock Option Agreement dated: ____________
Number of shares being purchased: ____________
Exercise Price: $____________
A check in the amount of the aggregate price of the shares being purchased
is attached.
I hereby confirm that such shares are being acquired by me for my own
account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof. I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws. Further, I understand that the exemption from
taxable income at the time of exercise is dependent upon my holding such stock
for a period of at least one year from the date of exercise and two years from
the date of grant of the Option.
I understand that the certificate representing the Option Shares will bear
a restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.
By: ______________________________
(signature)
Name: ____________________________
5