Exhibit 10.2
NCI INFORMATION SYSTEMS, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
AGREEMENT (“Agreement”)
dated May 5, 2000 by and between NCI Information Systems, Inc., a
corporation headquartered in McLean, Virginia
(“Corporation”), and Norris B. Carter
(“Optionee).
WHEREAS, the capitalization of the
Corporation currently consists of 5,000 shares of common stock (any
share of common stock of the Corporation, whether now or hereafter
existing, a “Share”); and the aggregate number of
shares which may be issued or transferred under any Option
agreement shall not exceed the number of shares authorized, except
as noted herein; and
WHEREAS, the purpose of this
Agreement is to grant the Optionee an option to acquire from the
Corporation 150 Shares, such number of shares currently equates to
three percent of the current 5,000 shares of the Corporation
whether such Shares are authorized and unissued or contributed to
the Corporation by Charles Narang.
NOW, THEREFORE, in consideration of
the mutual covenants and representations herein contained and
intending to be legally bound, the parties hereto agree as
follows:
1. Number of Shares and Price . The
Corporation hereby grants to the Optionee an option
(“Option”) to purchase the number of Shares set forth
on page 6 of this Agreement. The exercise price per Share of the
Option shall be as is set forth on page 6 of this Agreement. The
Option is not intended to be an Incentive Stock Option under
Section 422 of the Internal Revenue Code and shall be a
Non-Statutory Stock Option.
2. Term and Exercise . The Option is
fully vested as of the date of this Agreement. The term of this
Option is Thirty (30) years. The Option may not be exercised prior
to 90 days before any of the following events (each, individually,
an “Exercise Event”), whichever occurs first (a) the
Corporation undergoes a change of control through a merger or a
sale of substantially all of its business or assets; (b) the
Corporation completes an underwritten public offering of Shares
(“IPO”); or (c) the 10 th anniversary of this Agreement. The
Corporation shall give notice to the Optionee not less than 90 days
in advance of either the (a) or (b) Exercise Events to enable the
Optionee to exercise the Option prior to and in sufficient time to
participate in the Exercise Event. Six months after the exercise of
the options under either (a), (b) or (c) Optionee may, after
confirmation of the price, sell the Shares to the Corporation for
Fair Market Value, as defined in Section 3.
3. Fair Market Value . “Fair Market
Value” means the market price of the Shares, determined as
follows: (a) if the Shares were traded over-the-counter on the date
in question but were not traded on the NASDAQ Stock Market or the
NASDAQ National Market System, then the Fair Market Value shall be
equal to the average of the mean of the representative bid and
asked prices quoted for such date and for the preceding nine
business days by the principal automated inter-dealer quotation
system on which the Shares are quoted or, if the Shares are not
quoted on any such system, by the “Pink Sheets”
published by the National Quotation Bureau, Inc.; (b) if the Shares
were traded over-the-counter on the date in question and were
traded on the NASDAQ Stock Market or the
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NASDAQ National Market System, then the Fair
Market Value shall be equal to the average of the last-transaction
price quoted for such date and for the preceding nine business days
by the NASDAQ Stock Market or the NASDAQ National Market System;,
(c) if the Shares were traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the average
of the closing price reported by the applicable composite
transactions report for such date and for the preceding nine
business days, and (d) if there is no active trading market for the
Shares in accordance with (a), (b), or (c) above, then the Fair
Market Value shall be the price of the Shares as determined by a
mutually acceptable third party valuation consultant recognized in
the industry, if the parties cannot agree on a valuation expert
each shall pick a valuation expert and these valuation experts
shall pick a third expert, such expert to be paid by the
Corporation.
4. Exercise of Option Upon Termination of
Employment . Termination of Optionee’s employment with
the Corporation for any reason shall have no effect on the
Option.
5. Exercise of Option in the Event of
Optionee’s Death . If the Optionee dies, the
Optionee’s designated beneficiary may exercise the Option in
accordance with Section 2.
6. Exercise Procedures . The Option shall
be exercisable, in whole or in part, by written notice to the
Corporation. Such written notice shall set forth (a) the number of
Shares being purchased, (b) the total exercise price for the Shares
being purchased, (c) the exact name as it should appear on the
stock certificate(s) to be issued for the Shares being purchased,
and (d) the address to which the stock certificates should be sent.
The exercise price of Shares purchased upon exercise of the Option
shall be paid in full (a) in cash, (b) by delivery to the
Corporation of already owned Shares, (c) in any combination of cash
and already owned Shares, or (d) by delivery of such other
consideration as is permissible under any other stock option
agreement or stock option plan adopted by Corporation and in
compliance with applicable law (including payment in accordance
with a cashless exercise program). If any Shares shall be
transferred to the Corporation to satisfy all or any part of the
exercise price, the part of the exercise price deemed to have been
satisfied by such transfer of Shares shall be equal to the product
derived by multiplying the Fair Market Value as of the date of
exercise times the number of Shares transferred to the Corporation.
The Optionee may not transfer to the Corporation in satisfaction of
the exercise price any fraction of a Share, and any portion of the
exercise price that would represent less than a full Share must be
paid in cash by the Optionee. Subject to Section 14 hereof,
certificates for the purchased Shares will be issued and delivered
to the Optionee as soon as practicable after the receipt of such
payment of the exercise price. The Optionee shall not be deemed for
any purpose to be a shareholder of the Corporation in respect of
any Shares as to which the Option shall not have been exercised, as
herein provided, until such Shares have been issued to Optionee by
the Corporation hereunder.
7. Transfer of Option . This option is
not affected by termination of your employment for any reason,
including death. However, prior to your death only you may exercise
this Option. You cannot transfer or assign this Option. For
example, you may not sell this Option or use it as security for a
loan. If you attempt to do any of these things, this Option will
immediately become invalid. Regardless of any marital property
settlement agreement (such as in anticipation of a divorce), the
Company is not obligated to honor a notice of exercise from your
spouse or former spouse, nor is the Company obligated to recognize
such individual’s interest in your Option in any other way.
Notwithstanding the foregoing, you may, however, dispose of this
Option in your will, at which time the Company is obligated to
recognize such individual’s interest in your
Option.
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8. Retention Rights . This Agreement does
not give you the right to be retained by the Company in any
capacity. The Company reserves the right to terminate your
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