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STOCK OPTION AGREEMENT

Option Agreement

STOCK OPTION AGREEMENT | Document Parties: ENCOMPASS GROUP AFFILIATES, INC | Advanced Communications Technologies, Inc You are currently viewing:
This Option Agreement involves

ENCOMPASS GROUP AFFILIATES, INC | Advanced Communications Technologies, Inc

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Title: STOCK OPTION AGREEMENT
Governing Law: New York     Date: 9/28/2009
Industry: Business Services     Sector: Services

STOCK OPTION AGREEMENT, Parties: encompass group affiliates  inc , advanced communications technologies  inc
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EXHIBIT 10.15

 

STOCK OPTION AGREEMENT

 

This STOCK OPTION AGREEMENT (this “ Agreement ”), dated as of August 17, 2007 (the “ Grant Date ”), is between Steven J. Miller (the “ Optionee ”) and Advanced Communications Technologies, Inc., a Florida corporation (the “ Company ”).

 

WHEREAS , the Optionee is an employee of the Company; and

 

WHEREAS , the Company desires to create an incentive for the Optionee to use his best efforts in the performance of his duties to and for the benefit of the Company and its subsidiaries by granting him an option to purchase shares of the Company’s Common Stock.

 

NOW, THEREFORE , the Optionee and the Company hereby agree as follows:

 

1.            Definitions .   For all purposes of this Agreement, the following terms shall have the meanings set forth below:

 

Base EBITDA Targets ” means the Base EBITDA targets for the Company’s 2008, 2009 and 2010 fiscal years set forth on Schedule 1 hereto; provided, that if the Company or any of its subsidiaries in any fiscal year enters into any extraordinary transaction, such as a business acquisition or disposition, the Board in the exercise of its sole discretion may, at any time during such fiscal year, adjust upward or downward any such target to take into account such extraordinary transaction.

 

Board ”  means the Board of Directors of the Company.

 

Cause ” has the meaning specified in the Employment Agreement.

 

Code ”  means the Internal Revenue Code of 1986, as amended.

 

Common Stock ” means the common stock of the Company, no par value.

 

Company ”  has the meaning specified in the preamble hereto.

 

Consolidated Net Income ” means, for any period, the net income (or loss) of the Company and its subsidiaries for such period on a consolidated basis, after deducting all operating expenses, provisions for all taxes and reserves (including reserves for deferred income taxes) and all other proper deductions, all determined in accordance with generally accepted accounting principles consistently applied, after eliminating all intercompany items, but excluding from the definition of Consolidated Net Income any extraordinary gains and/or losses and any gains and/or losses from the sale or other disposition of assets other than in the ordinary course of business, all determined in accordance with generally accepted accounting principles consistently applied.

 

 

 

 


 

 

EBITDA ” means, with respect to any fiscal year, the sum of the Consolidated Net Income (as defined in the Employment Agreement) (or loss) of the Company and its subsidiaries for such fiscal year, calculated in accordance with generally accepted accounting principles consistently applied but excluding any extraordinary items of income, plus all amounts deducted in the computation thereof on account of (a) interest expense (net of any interest income), (b) income taxes, (c) depreciation and amortization, (d) charges for stock-based compensation, (e) implementation expenses for Sarbanes-Oxley compliance not to exceed $150,000, (f) expenses incurred to file a Demand Registration Statement on behalf of Investor Stockholders, as defined in that certain Registration Rights Agreement dated August 17, 2007; and (h) H.I.G. Capital L.L.C. management fees accrued or paid during such fiscal year.

 

Employment Agreement ” means the Employment Agreement, dated as of the date hereof, between the Grantee and the Company.

 

Exercise Price ” has the meaning specified in Section 2 hereof.

 

Family Trust ”:  means, with respect to any individual, any trust created for the benefit of one or more of such individual’s Related Persons and controlled by such individual or one or more Related Persons.

 

Grant Date ” has the meaning specified in the preamble hereto.

 

Good Reason ” has the meaning specified in the Employment Agreement.

 

Option ” has the meaning specified in Section 2 hereof.

 

Optionee ” has the meaning specified in the preamble hereto.

 

Optioned Shares ” has the meaning specified in Section 2 hereof.

 

Plan ” means the Company’s 2007 Amended and Restated Stock Plan attached hereto as Exhibit A .

 

Related Persons ”:  means, with respect to any individual, such individual’s parents, spouse, children and grandchildren.

 

Termination Date ” has the meaning specified in Section 4(a) hereof.

 

Vested Optioned Shares ” has the meaning specified in Section 5 below.

 

2.            Grant of Option .

 

(a)           Subject to the terms and conditions set forth herein and pursuant to the Plan, the Company grants to the Optionee an option (the “ Op


 
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