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EXHIBIT 10.42
GRANT AGREEMENT
ACKNOWLEDGEMENT AND AGREEMENT TO STOCK OPTION AND
NON-INTERFERENCE, NON-DISCLOSURE AGREEMENT AND
CONSENT TO ELECTRONIC DELIVERY OF DOCUMENTS
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By clicking "I accept this grant," and in consideration of the
grant of
such stock options to me, you hereby agree as follows, intending to
be legally
bound hereby:
1. You hereby acknowledge that you have access to a copy of the
following Stock Option and of the 2004 Equity Incentive Plan
("Plan") at the
website maintained on behalf of the Company at _______________ (the
"Website"),
hereby acknowledge that this stock option grant discharges any
promise (either
verbal or written) of the Company made on or prior to the date of
grant to give
you a stock option, and, having read it, hereby signify your
understanding of,
and your agreement with, its terms and conditions. In consideration
of the
grant, you hereby release any claim you may have against the
Company with
respect to any promise of a stock option grant or other equity
interest in the
Company.
2. You also agree to the terms and conditions set forth in the
Non-Interference, Non-Disclosure Agreement which follows, and
understand and
agree that any failure to comply with the terms of such agreement
may result in
the revocation of this stock option without notice, in addition to
the other
rights and remedies set forth in the Non-Interference,
Non-Disclosure Agreement
or available under law or in equity.
3. You also consent to receiving the Section 10(a) prospectus to
the
Plan and any amendments or supplements thereto and any documents
required to be
delivered therewith, including a copy of the Company's Form 10-K or
Annual
Report to Shareholders commencing with the fiscal year ended
December 31, 2003,
by email at the email address maintained for you by the Company as
set forth in
its records. You further acknowledge that you may revoke this
consent in whole
by providing written notice to: Brian Callahan, Vice President of
Financial
Reporting, 507 Prudential Rd., Horsham, PA 19044.
At your written request, we will provide you with a paper copy of
any of the
documents referenced herein without any fee.
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NON-QUALIFIED STOCK OPTION
You are hereby granted an option, effective as of the Grant Date,
to
purchase the Granted Amount of shares of common stock, no par value
("Common
Stock"), of NCO Group, Inc., a Pennsylvania corporation (the
"Company") at the
Exercise Price Per Share pursuant to the Company's 2004 Equity
Incentive Plan
(the "Plan"). The Grant Date, Granted Amount and Exercise Price Per
Share shall
be as specified in the "Grant Agreement" window for your account on
the Website.
All other capitalized terms that are used and not defined herein
shall have the
respective meanings given to them in the Plan.
Your option may first be exercised on and after one year from the
date
of grant, but not before that time. On and after one year and prior
to two years
from the date of grant, your option may be exercised for up to 33
1/3% of the
total number of shares subject to the option minus the number of
shares
previously purchased by exercise of the option (as adjusted for any
change in
the outstanding shares of the Common Stock of the Company by reason
of a stock
dividend, stock split, combination of shares, recapitalization,
merger,
consolidation, transfer of assets, reorganization, conversion or
what the
Committee deems in its sole discretion to be similar
circumstances). Each
succeeding year thereafter, your option may be exercised for up to
an additional
33 1/3% of the total number of shares subject to the option minus
the number of
shares previously purchased by exercise of the option (as adjusted
for any
change in the outstanding shares of the Common Stock of the Company
by reason of
a stock dividend, stock split, combination of shares,
recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or
what the
Committee deems in its sole discretion to be similar
circumstances). Thus, this
option is fully exercisable on and after three years after the date
of grant,
except if terminated earlier as provided herein. No fractional
shares shall be
issued or delivered. This option shall terminate and is not
exercisable after
ten years from the date of its grant (the "Scheduled Termination
Date"), except
if terminated earlier as hereafter provided.
In the event of a "Change in Control" (as defined in the Plan) of
the
Company, your option may, from and after the date of the Change in
Control (but
in no event later than the Scheduled Termination Date), and
notwithstanding the
immediately preceding paragraph, be exercised for up to 100% of the
total number
of shares then subject to the option minus the number of shares
previously
purchased upon exercise of the option (as adjusted for stock
dividends, stock
splits, combinations of shares and what the Committee deems in its
sole
discretion to be similar circumstances), except as provided in the
Plan.
You may exercise your option by giving written notice to the
Secretary
of the Company as specified on the Website, accompanied by payment
of the option
price for the total number of shares you specify that you wish to
purchase. The
payment may be in any of the following forms: (i) wire transfer of
immediately
payable funds to an account maintained by the Company for this
purpose, (ii)
unless prohibited by the Committee (A) through the delivery of
shares of Common
Stock which have been outstanding for at least six months (unless
the Committee
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expressly approves a shorter period) and which have a fair market
value on the
date of exercise at least equal to the exercise price, or (B) by
delivery of an
unconditional and irrevocable undertaking by a broker to deliver
promptly to the
Company sufficient funds to pay the exercise price (including in
connection with
a so-called "cashless exercise" effected by such broker), or (iii)
by any
combination of the permissible forms of payment. Any assignment of
stock shall
be in a form and substance satisfactory to the Secretary of the
Company,
including guarantees of signature(s) and payment of all transfer
taxes if the
Secretary deems such guarantees necessary or desirable.
Your option will, to the extent not previously exercised by
you,
terminate three months after the date on which your employment by
the Company or
a Company subsidiary corporation is terminated (whether such
termination be
voluntary or involuntary) other than by reason of permanent and
total disability
as defined in Section 22(e)(3) of the Internal Revenue Code of
1986, as amended
(the "Code"), and the regulations thereunder ("Disability"), or
death, in which
case your option will terminate one year from the date of
termination of
employment due to Disability or death (but in no event later than
the Scheduled
Termination Date). After the date your employment is terminated, as
aforesaid,
you may exercise this option only for the number of shares which
you had a right
to purchase and did not purchase on the date your employment
terminated;
provided, however, that if the termination of employment was due to
death or
Disability, all unexercised options at the time of such termination
due to death
or Disability shall automatically become exercisable in full. If
you are
employed by a Company subsidiary corporation, your employment shall
be deemed to
have terminated on the date your employer ceases to be a Company
subsidiary
corporation, unless you are on that date transferred to the Company
or another
Company subsidiary corporation. Your employment shall not be deemed
to have
terminated if you are transferred from the Company to a Company
subsidiary
corporation, or vice versa, or from one Company subsidiary
corporation to
another Company subsidiary corporation. In addition, in the sole
discretion of
the Committee or, if you are not an executive officer of the
Corporation, in the
discretion of the Chief Executive Officer of the Corporation, your
employment
shall not be deemed to have terminated for the purpose of this
Option if, on the
date that your employment with the Company terminates, you have a
directorship,
consulting, service or other relationship with the Company that
would otherwise
permit you to receive an Award under the Plan. Such determination
shall be made
by the Committee or the Chief Executive Officer, as the case may
be, not later
than thirty days from the date of actual termination of employment,
and you
shall have thirty days to accept such offer.
If you die while employed by the Company or a Company
subsidiary
corporation, your executor or administrator, as the case may be,
may, at any
time within one year after the date of your death (but in no event
later than
the Scheduled Termination Date), exercise the option as to all
unexercised
shares then represented by the option. If your employment with the
Company or a
Company parent or subsidiary corporation is terminated by reason of
your
becoming disabled (within the meaning of Section 22(e)(3) of the
Code and the
regulations thereunder), you or your legal guardian or custodian
may at any time
within one year after the date of such termination (but in no event
later than
the Scheduled Termination Date), exercise the option as to all
unexercised
shares then represented by the option. Your executor,
administrator, guardian or
custodian must present proof of his authority satisfactory to the
Company prior
to being allowed to exercise this option.
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Notwithstanding any other provision of the Option, the Committee
(or,
if you are not an executive officer of the Corporation, the Chief
Executive
Officer of the Corporation) shall have the right to cancel this
Option without
notice if: (a) yo
