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Exhibit 10.2
SECOND AMENDED AND RESTATED
ALLIANCE STOCK OPTION AGREEMENT
PART I
Optionee: Michael L. Burrow
Grant Date: December 21, 2001
Extension Date: December 20, 2006
Vesting: The option granted hereunder shall vest only
upon the consummation of a "Company Sale
Event" as defined herein.
Aggregate Number of Option Shares: 300,000
Exercise Price per Share 12/21/06 to 12/20/07 $1.56
12/21/07 to 12/20/08 $1.95
12/21/08 to 12/21/09 $2.44
12/21/09 to 12/20/10 $3.05
12/21/10 to 12/20/11 $3.81
Lapse Date Any options not exercised on or prior to
December 20, 2011 (the "Expiration Date")
shall lapse and be of no further force and
effect.
Part II of this Agreement is attached hereto and incorporated
herein for
all purposes. EXECUTED to be effective as of the Grant Date set
forth above.
ENGLOBAL CORPORATION ALLIANCE 2000, LTD.
By: /s/ William A. Coskey BHC Management Corporation
------------------------------ General Partner
William A. Coskey, Chairman
By: /s/ William A. Coskey
-------------------------
William A. Coskey, President
OPTIONEE
Signature: /s/ Michael L. Burrow
--------------------------
Michael L. Burrow
7955 Shire Lane
Beaumont, TX 77706
SS#: 435-70-0509
<PAGE>
SECOND AMENDED AND RESTATED
ALLIANCE STOCK OPTION AGREEMENT
PART I
Optionee: Michael L. Burrow
Grant Date: July 29, 2005
Extension Date: December 20, 2006
Vesting: The option granted hereunder shall vest
only upon the consummation of a "Company
Sale Event" as defined herein.
Aggregate Number of Option Shares: 65,000
Exercise Price per Share 12/21/06 to 12/20/07 $1.56
12/21/07 to 12/20/08 $1.95
12/21/08 to 12/21/09 $2.44
12/21/09 to 12/20/10 $3.05
12/21/10 to 12/20/11 $3.81
Lapse Date Any options not exercised on or prior to
December 20, 2011 (the "Expiration Date")
shall lapse and be of no further force and
effect.
Part II of this Agreement is attached hereto and incorporated
herein for
all purposes. EXECUTED to be effective as of the Grant Date set
forth above.
ENGLOBAL CORPORATION ALLIANCE 2000, LTD.
By: /s/ William A. Coskey BHC Management Corporation
------------------------------- General Partner
William A. Coskey, Chairman
By: /s/ William A. Coskey
-------------------------
William A. Coskey, President
OPTIONEE
Signature: /s/ Michael L. Burrow
-------------------------
Michael L. Burrow
7955 Shire Lane
Beaumont, TX 77706
SS#: 435-70-0509
<PAGE>
PART II
This Amended and Restated Stock Option Agreement (this
"Agreement") is made
and entered into by and between Alliance 2000, Ltd., a Texas
limited partnership
(the "Alliance"), ENGlobal Corporation, formerly known as
Industrial Data
Systems Corporation (the "Company" or "ENGlobal") and the
optionee named on Part
I (the "Optionee"), as of the date set forth on Part I (the
"Grant Date"). This
Agreement is entered into pursuant to that certain Option Pool
Agreement by and
between ENGlobal (including its subsidiaries) and Alliance dated
to be effective
December 21, 2001, together with an amendment and restatement of
the Option Pool
Agreement dated to be effective December 20, 2006.
RECITALS:
Alliance and the Company entered into an Option Pool Agreement
on December
21, 2001 in order to provide an incentive for key employees of
the Company and
of its subsidiaries to remain in the service of the Company or
its subsidiaries,
to extend to them the opportunity to acquire a proprietary
interest in the
Company so that they would apply their best efforts for the
benefit of the
Company and its subsidiaries, and would aid the Company in
attracting able
persons to enter the service of the Company and its
subsidiaries.
To accomplish these purposes, Alliance agreed, in accordance
with the terms
of an Agreement and Plan of Merger dated July 31, 2001, to give
certain current
and future employees of ENGlobal options to acquire up to
2,600,000 shares of
the common stock, par value, $.001 per share (the "Common
Stock"), of ENGlobal
held by Alliance in accordance with the terms of the Option Pool
Agreement.
On December 20, 2006, Alliance, the Company, and Optionee
amended and
restated the terms of the unexpired options granted under the
Option Pool
Agreement to extend the expiration date to December 20,
2011.
In consideration of the execution and delivery by Optionee of a
Separation
Agreement and Full & Final Release of Claims, and for other
good and valuable
consideration, Alliance, the Company and Optionee wish to amend
certain terms of
this Agreement.
NOW, THEREFORE, parties agree as follows:
1. Grant of the Option. Alliance hereby extends the term of the
option
granted to Optionee under the Option Pool Agreement (the
"Option") to purchase
from Alliance the aggregate number of shares set forth on Part 1
(such number
being subject to adjustment as provided below and as provided in
Section 8) of
common stock, $0.001 par value per share, of the Company (the
"Shares") on the
terms and conditions set forth in this Agreement. The Option may
be exercised in
whole or in part, subject to the terms and conditions of this
Agreement. The
Option is not intended to qualify as an "incentive stock option"
under Section
422 of the Code.
2. Exercise Price. The price at which the Optionee shall be
entitled to
purchase the Shares shall be dependent on the date of exercise,
as set forth on
Part I subject to adjustment as provided in Section 8.
<PAGE>
3. Vesting and Term of the Option.
(a) General. The Option shall vest and be exercisable in the
hands of
the Optionee only upon the consummation of a Company Sale Event.
A "Company Sale
Event" is (i) a sale of substantially all of the assets of the
company to a
person or entity that is not an affiliate of the Company, (ii)
any sale in a
single transaction or in a series of related and substantially
similar
contemporaneous transactions of the issued and outstanding
securities of the
Company representing 50% or more of the total number of shares
of the Company
then outstanding to any person or entity that is not an
affiliate of the selling
shareholders, or (iii) any merger, consolidation or
reorganization of the
Company with or into one or more entities that are not
Affiliates of the
Company, as a result of which less than 50% of the outstanding
voting
securities, partnership interests or membership interests of the
surviving or
resulting entity are owned by the holders of the Company's
securities (or their
Affiliates) immediately prior to such merger, consolidation or
reorganization.
Notwithstanding anything to the contrary provided herein, the
issuance of
securities by the Company in an acquisition by the Company or by
any of its
subsidiaries of another business shall not constitute a Company
Sale Event.
Options which shall have vested shall be referred to as "Vested
Options".
(b) Expiration. Notwithstanding any other provision contained
herein
to the contrary, the unexercised portion of the Option, if any,
will
automatically and without notice terminate on December 21, 2011
(the "Expiration
Date").
4. Method of Exercising Option. The Optionee may exercise any
Vested Option
concurrently with the consummation of a Company Sale Event. The
Company shall
give Optionee at least 30 days notice of the contemplated
consummation of a
Company Sale Event. Optionee may exercise this Option within 20
days of the
receipt of such notice as to some or all of the Option Shares by
delivery to the
Company and to Alliance of a written notice in the form attached
as Exhibit A
(the "Exercise Notice"), which Exercise Notice shall be
effective, subject to
the requirements of this Agreement, on the later of the date
received by both of
the Company and Alliance. The Exercise Notice shall state the
Optionee's
election to exercise the Option, the number of Options in
respect of which an
election to exercise has been made, the method of payment
elected (see Section
5), the exact name or names in which the Shares then being
purchased will be
registered and the social security number of the Optionee. The
Exercise Notice
must be signed by the Optionee and must be accompanied by
payment of the
aggregate Exercise Price of the Shares then being purchased,
determined in
accordance with Part I. All Shares delivered by Alliance upon
exercise of the
Options as provided in this Agreement shall be fully paid and
nonassessable upon
delivery. Unless the Shares issued upon the exercise of the
Options are then the
subject of a registration statement effective under the
Securities Act of 1933,
as amended ("Securities Act") (and, if required, there is
available for delivery
a prospectus meeting the requirements of Section 10(a)(3) of the
Securities
Act), the delivery of the Exercise Notice shall be deemed to be
the making by
the person delivering such Exercise Notice of the
representations,
acknowledgments and agreements which would be contained in the
Investment Letter
referred to in Section 9.
5. Method of Payment for Options. If the Company Sale Event
results in a
cash payment to the Company's stockholders, Optionee may elect
to have the cash
payment due to Alliance from Optionee upon exercise of the
options deducted from
<PAGE>
the consideration Optionee could otherwise receive on the
consummation of the
Company Sale Event if the stock were held by Optionee, and the
amount deducted
shall be deemed paid by Optionee to Alliance as the Exercise
Price. Otherwise,
unless permitted by Alliance, the full Exercise Price for the
Shares purchased
upon the exercise of the Vested Options (i.e. the number of
Shares being
purchased multiplied by the Exercise Price per Share) must be
made in cash,
unless Alliance and the Company approve an exercise in assets
other than cash.
which approval may be granted or withheld in the sole discretion
of the Company
and Alliance. Alliance will accept payment by cashier's check,
personal check,
provided that if such personal check is returned for
insufficient funds, payment
for the Shares and for any applicable taxes required to be
withheld by the
Company shall be deemed not to have occurred. In addition, the
Option shall not
be deemed to be exercised until the Optionee has provided
payment to the Company
for withholding taxes, if any, which may be due with respect to
such exercise.
6. Delivery of Shares. No Shares and no consideration received
on a Company
Sale Event shall be delivered to the Optionee upon exercise of
the Option until
(1) the Exercise Price for such Shares being purchased is paid
in full in the
manner provided in this Agreement by deduction or otherwise as
provided in
Section 5; (ii) all the applicable taxes required to be withheld
have been paid
or withheld in full; and (iii) if required by the Board of
Directors, the
Optionee has delivered to the Company and Alliance an Investment
Letter in form
and content satisfactory to the Company as provided
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