EXHIBIT 10.13
STOCK OPTION
AGREEMENT
This STOCK OPTION AGREEMENT (this “
Agreement ”), dated as of August 17, 2007 (the “
Grant Date ”), is between Wayne I. Danson (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.
(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