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EXHIBIT
99.1
NONQUALIFIED STOCK
OPTION AGREEMENT
WHEREAS, David B. Dechant
(“Optionee”) is an employee of Computer Software
Innovations, Inc. (the “Company”); and
WHEREAS, the execution of a
stock option agreement in the form hereof (this
“Agreement”) has been authorized to establish and
evidence the principal terms and conditions applicable to an option
grant made to Optionee on November 30, 2007 (“Date of
Grant”) pursuant to authorization by a resolution of the
Compensation Committee of the Company’s Board of Directors
(the “Committee”) that was duly adopted on
November 9, 2007; and
WHEREAS, the option granted
to Optionee by resolution of the Committee, on the terms set forth
herein, is intended to be a nonqualified stock option and shall not
be treated as an “incentive stock option” within the
meaning of that term under Section 422 of the Internal Revenue
Code of 1986, as amended.
NOW, THEREFORE, pursuant to
the Company’s 2005 Incentive Compensation Plan, as in effect
on the date hereof (the “Plan”), and subject to the
terms and conditions thereof and the terms and conditions
hereinafter set forth, the Company hereby grants to Optionee a
nonqualified stock option (the “Option”) to purchase
25,000 shares of the Company’s common stock, par value $0.001
per share (“Common Stock”), at an exercise price per
share of Common Stock equal to $1.42, such price being the Common
Stock’s fair market value on the Date of Grant, as such value
is determined pursuant to the terms of the Plan (the “Option
Price”).
1. Vesting of Option.
(a) Unless terminated as hereinafter provided, the Option
shall become exercisable (or “vest”) with respect to
8,334 shares of Common Stock covered hereby on the first
anniversary of the Date of Grant, 8,333 shares of Common Stock
covered hereby on the second anniversary of the Date of Grant, and
8,333 shares of Common Stock covered hereby on the third
anniversary of the Date of Grant, in each case for so long as
Optionee remains in the continuous employ of the
Company.
(b) Notwithstanding the
provisions of Section 1(a), the Option shall become
immediately and fully exercisable if Optionee (i) dies or
becomes disabled (within the meaning of Code Section 22(e)(3))
while in the employ of the Company or (ii) retires from
employment with the Company at or after age 65 or at an earlier age
with the Committee’s consent.
(c) To the extent that the
Option shall have become exercisable in accordance with the terms
of this Section 1, it may be exercised in whole or in part
from time to time thereafter.
2. Termination of
Option. The Option shall terminate automatically and without
further notice on the earliest of the following dates:
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(a) |
Ninety days after the date on which Optionee ceases to be an
employee of the Company for any reason other than death or
disability or retirement at or after age 65 or at an earlier age
with the Committee’s consent; |
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(b) |
One year after the date on which Optionee ceases to be an
employee of the Company by reason of death or disability or
retirement at or after age 65 or at an earlier age with the
Committee’s consent; or |
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(c) |
Ten years after the Date of Grant; |
provided, however, that if
Optionee commits an act that the Committee determines to have been
intentionally committed and detrimental to the interests of any of
the Company or a subsidiary of the Company and such act was
determined by the Committee to have violated either applicable law
or the Company’s code of ethics, then the Option shall
terminate on the date of those determinations notwithstanding any
of the foregoing provisions of this Section 2.
3. Payment of Option Price
and Tax Withholding. The Option Price and any required tax
withholding shall be payable (a) in cash in the form of
currency, check or other cash equivalent acceptable to the Company;
(b) for only the Option Price, by actual or
constructive transfer to the Company of non-forfeitable,
non-restricted shares of Common Stock that have been owned by
Optionee for at least six months prior to the date of exercise; or
(c) by any combination of the payment methods described in
these Sections 3(a) and 3(b). Non-forfeitable, non-restricted
shares of Common Stock that are transferred by Optionee in payment
of all or any part of the Option Price shall be valued on the basis
of their fair market value as of the day preceding the exercise
date, as such value is determined pursuant to the Plan. The
requirement of payment in cash shall be deemed satisfied if
Optionee makes arrangements satisfactory to the Company with a
broker that is a member of the National Association of Securities
Dealers, Inc. (or any such successor organization) to sell a
sufficient number of shares of Common Stock, which are being
purchased pursuant to the exercise, so that the net proceeds of the
sale transaction will at least equal the amount of the aggregate
Option Price and tax withholding, and pursuant to which the broker
undertakes to deliver to the Company the amount of the aggregate
Option Price and tax withholding not later than the date on which
the sale transaction will settle in the ordinary course of
business.
4. Compliance with
Law. The Company shall make reasonable efforts to comply with
all applicable United States federal and state securities laws, as
well as foreign laws, where applicable; provided,
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