|
<PAGE>
EXHIBIT 10.6
GRANT DATE: FEBRUARY __, 2005
NON-STATUTORY STOCK OPTION
GRANTED BY
MARKLAND TECHNOLOGIES, INC.
UNDER THE
2004 STOCK INCENTIVE PLAN
For valuable consideration, the receipt of which is hereby
acknowledged, Markland Technologies, Inc., a Florida corporation
(hereinafter
together with its subsidiaries, where the context permits,
referred to as the
"COMPANY"), hereby grants to the Holder named in SCHEDULE A
attached hereto the
following Non-Statutory Stock Option:
SECTION 1. GRANT OF OPTION. Subject to the terms and
conditions
hereinafter set forth, the Holder is hereby given the right and
option to
purchase from the Company shares of the Company's Common Stock,
$0.0001par value
per share (the "COMMON STOCK"). Schedule A attached hereto and
hereby
incorporated herein sets forth with respect to this Option its
expiration date,
its exercise price per share, the maximum number of shares that
the Holder may
purchase upon exercise hereof, the vesting schedule and certain
other terms and
conditions applicable to this Option and incorporated herein.
This Option shall
terminate in all respects, and all rights and options to
purchase shares
hereunder shall terminate, ten years from the Grant Date set
forth above. The
right to purchase shares hereunder shall be cumulative.
This Option is and shall be subject in every respect to the
provisions
of the Company's 2004 Stock Incentive Plan (the "PLAN"), as
amended from time to
time, which is incorporated herein by reference and made a part
hereof. The
Holder hereby accepts this Option subject to all the terms and
provisions of the
Plan and agrees that (i) in the event of any conflict between
the terms hereof
and those of the Plan, the latter shall prevail, and (ii) all
decisions under
and interpretations of the Plan by the Board of Directors of the
Company (the
"BOARD") or the Committee shall be final, binding and conclusive
upon the Holder
and his heirs and legal representatives. References herein to
the "COMMITTEE"
shall mean the Committee as defined in the Plan.
SECTION 2. EXERCISE OF OPTION. This Option may be exercised only
to the
extent such Option has vested pursuant to the terms of Section 1
Purchase of any
shares hereunder shall be made by delivery to the Company of a
written notice of
exercise (the "NOTICE") setting forth the number of shares with
respect to which
the Option is being exercised and the address to which the
certificate for such
shares is to be mailed, accompanied by:
<PAGE>
(i) cash, certified or bank check or postal money order
payable to the order of the Company for an amount equal to the
Option
price of such shares;
(ii) with the consent of the Committee, shares of Common
Stock
of the Company which (A) either have been purchased by the
Holder on
the open market, or (B) have been beneficially owned by the
Holder for
a period of at least six months and are not then subject to
restriction
under any Company plan ("MATURE SHARES"); such surrendered
shares shall
on the day of their surrender have a fair market value equal to
or less
than the Option price of such shares and shall be accompanied by
cash
or a certified or bank check or postal money order in an amount
equal
to the difference, if any, between the Option price of such
shares and
such aggregate fair market value.
(iii) with the consent of the Committee, a personal recourse
note issued by the Holder to the Company in a principal amount
equal to
such aggregate exercise price and with such other terms,
including
interest rate and maturity, as the Company may determine in
its
discretion, provided that the interest rate borne by such note
shall
not be less than the lowest applicable federal rate, as defined
in
Section 1274(d) of the Internal Revenue Code of 1986, as
amended;
(iv) with the consent of the Committee, if the class of
Common
Stock is registered under the Securities Exchange Act of 1934 at
that
time, subject to rules as may be established by the
Committee,
irrevocable instructions to a broker to promptly deliver to the
Company
cash or a check payable and acceptable to the Company for the
purchase
price;
(v) with the consent of the Committee, instructions to
reduce
the number of shares otherwise issuable to the Holder upon the
exercise
of the Option by a number of shares of Common Stock having a
fair
market value on the date of such exercise equal to the
aggregate
exercise price; provided, however, that the Holder otherwise
owns an
equal number of mature shares; or
(vi) with the consent of the Committee, a combination of
(i),
(ii), (iii), (iv) and/or (v).
For the purpose of this Option, the fair market value per share
of the
Common Stock on a given day shall be the closing price per share
of the Common
Stock on such day on all securities exchanges on which such
security may at the
time be listed, or if the Common Stock is not listed, the
closing price quoted
by Nasdaq, or, if the Common Stock is not quoted by Nasdaq, the
average of the
highest bid and lowest asked prices on such day in the domestic
over-the-counter
market as reported by the National Quotation Bureau,
Incorporated, or any
similar successor organization; PROVIDED, that (i) if there is
no trading on
such date, fair market value shall be deemed to be the closing
price per share
on the last preceding date on which the Common Stock was traded
and (ii) if the
Common Stock is not listed, quoted or reported, the fair market
value of the
Common Stock shall be determined in good faith by the
Committee.
-2-
<PAGE>
SECTION 3. CONDITIONS AND LIMITATIONS. The Company, in its
discretion,
may file a registration statement on Form S-8 under the
Securities Act of 1933
to register shares of Common Stock reserved for issuance under
the Plan. At any
time at which such a registration statement is not in effect, it
shall be an
additional condition precedent to any exercise of this Option
that the Holder
shall deliver to the Company a customary "investment letter"
satisfactory to the
Company and its counsel in which, among other things, the Holder
shall state
that the Holder is purchasing the shares for investment and
acknowledges that
they are not freely transferable except in compliance with state
and federal
securities laws.
SECTION 4. DELIVERY OF SHARES. Within a reasonable time after
receipt
by the Company of the Notice and payment for any shares to be
purchased
hereunder and, if required as a condition to exercise, the
investment letter
described in Section 3, the Company will deliver or cause to be
delivered to the
Holder (or if any other individual or individuals are exercising
this Option, to
such individual or individuals) at the address specified in the
Notice a
certificate or certificates for the number of shares with
respect to which the
Option is then being exercised, registered in the name or names
of the
individual or individuals exercising the Option, either alone or
jointly with
another person or persons with rights of survivorship, as the
individual or
individuals exercising the Option shall prescribe in writing to
the Company at
or prior to such purchase; PROVIDED, HOWEVER, that if any law or
regulation or
order of the Securities and Exchange Commission or other body
having
jurisdiction in the premises shall require the Company or the
Holder (or the
individual or individuals exercising this Option) to take any
action in
connection with the shares then being purchased, the date for
the delivery of
the certificates for such shares shall be extended for the
period necessary to
take and complete such action, it being understood that the
Company shall have
no obligation to take and complete any such action. The Company
may imprint upon
such certificate the legend set forth in the Plan or such other
legends
referencing stock transfer restrictions which counsel for the
Company considers
appropriate. Delivery by the Company of the certificates for
such shares shall
be deemed effected for all purposes when the Company or a stock
transfer agent
of the Company shall have deposited such certificates in the
United States mail,
addressed to the Holder, at the address specified in the
Notice.
SECTION 5. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The
existence of
this Option shall not affect in any way the right or power of
the Company or its
stockholders to make or authorize any or all adjustments,
recapitalizations,
reorganizations or other changes in the Company's capital
structure or its
business, or any merger or consolidation of the Company, or any
issue of Common
Stock, or any issue of bonds, debentures, preferred or prior
preference stock or
other capital stock ahead of or affecting the Common Stock or
the rights
thereof, or the dissolution or liquidation of the Company, or
any sale or
transfer of all or any part of its assets or business, or any
other corporate
act or proceeding, whether of a similar character or
otherwise.
If the Company shall effect a stock dividend, stock split or
similar
change in capitalization affecting the shares of Common Stock
outstanding, in
any such case without receiving compensation therefor in money,
services or
property, then the number, class, and price per share of shares
of Common Stock
subject to this Option shall be appropriately adjusted in such a
manner as to
entitle the Holder to receive upon exercise of th
| 
