Exhibit 4.2
NCI, INC.
NOTICE OF STOCK OPTION
GRANT
NCI, INC. AMENDED AND RESTATED
2005 PERFORMANCE INCENTIVE PLAN
You have been granted a stock option
to purchase Class A Common Stock of NCI, Inc.
(the “ Corporation ”) under the NCI, Inc.
Amended and Restated 2005 Performance Incentive Plan (the “
Plan ”). Your stock option is subject to the terms and
conditions set forth in this Notice of Stock Option Grant, the
Stock Option Agreement and the Plan. Capitalized terms used in this
Notice of Stock Option Grant and the Stock Option Agreement have
the same meaning as defined in the Plan.
Name of Participant: [insert name
of Participant]
Option Grant Date: [insert date
of option grant]
Vesting Commencement Date:
[insert date vesting starts]
Exercise Price: $
per Share (dollars and cents)
Number of Shares of Common Stock
Subject to Option: [Insert total number of
shares.]
Type of Option:
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Nonqualified
Stock Option (i.e., an option which is not an incentive stock
option under Section 422 of the Code).
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¨
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Incentive Stock
Option (within the meaning of Section 422 of the Code).
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Vesting Period: This stock option
will become vested and subject to exercise in accordance with the
following schedule:
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Period of Continuous Service
From
Vesting Commencement
Date
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Percentage of
Option Vested
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By your signature below, you
agree that this stock option is granted under and governed by the
Stock Option Agreement and the NCI, Inc. Amended and Restated 2005
Performance Incentive Plan, which are incorporated herein by
reference.
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Participant:
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NCI,
Inc.
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By:
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Title:
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print
name
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N CI
, I NC .
N OTICE OF S
TOCK O PTION G RANT
- 1 -
STOCK OPTION
AGREEMENT
NCI, INC. AMENDED AND RESTATED
2005 PERFORMANCE INCENTIVE PLAN
The Corporation has granted the
Participant, pursuant to the Notice of Stock Option Grant and the
Corporation’s Amended and Restated 2005 Stock Incentive Plan
(the “ Plan ”), a stock option to purchase
certain shares of the Corporation’s Class A Common
Stock, upon the terms and conditions set forth in this Stock Option
Agreement, the Notice of Stock Option Grant and the Plan, the
provisions of which are incorporated herein by reference.
References in this Agreement to “you” mean the
Participant and any holder of shares of Common Stock acquired upon
exercise of a Stock Option. Except as provided herein, capitalized
terms have the same meaning as defined in the Plan.
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II.
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KIND OF
STOCK OPTION.
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This Stock Option is intended to be
either an incentive stock option, intended to meet the requirements
of Section 422 of the Internal Revenue Code (an “
ISO ”), or a nonqualified stock option (an “
NSO ”), which is not intended to meet the requirements
of an ISO, as indicated in the Notice of Stock Option Grant. Even
if this Stock Option is designated as an ISO, it shall be deemed to
be an NSO to the extent required by the $100,000 annual limitation
under Section 422(d) of the Code.
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III.
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TERMS AND
CONDITIONS OF STOCK OPTIONS.
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A. Option Exercise : As
provided in the Plan, the following rules shall apply to
termination of Continuous Service (as defined in Section 1.k.
of the Plan):
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1.
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Subject to the
terms and conditions of the Plan and this Stock Option Agreement,
your Stock Option will be exercisable with respect to the number of
shares that have become vested in accordance with the schedule set
forth in the Notice of Stock Option Grant. After your Continuous
Service terminates for any reason, vesting immediately stops and
your Stock Option expires immediately as to the number of Shares
that are not vested as of the date of your termination of
Continuous Service.
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2.
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If your
termination of Continuous Service is by reason of death or
Disability (defined for this purpose as a disability qualifying you
for benefits under the Corporation’s (or its Related
Entity’s) employer-funded long-term disability plan or if no
such plan applies to you, Section 22(e)(3) of the Code), the
right to exer
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