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STOCK OPTION AGREEMENT , made as of the 16th day of
October, 2007, between DCAP GROUP, INC. , a
Delaware corporation (the “Company”), and BARRY
B. GOLDSTEIN (the “Optionee”).
___________________
WHEREAS , simultaneously herewith, the Company is entering
into an Employment Agreement with the Optionee (the "Employment
Agreement") pursuant to which the Optionee is to perform certain
employment duties and services for the Company;
WHEREAS , the Company desires to provide to the Optionee
an additional incentive to promote the success of the Company;
and
WHEREAS , capitalized terms used but not defined herein
shall have the respective meanings ascribed thereto in the
Employment Agreement.
NOW , THEREFORE , in consideration of the
foregoing, the Company hereby grants to the Optionee the right and
option to purchase shares of Common Stock of the Company under and
pursuant to the terms and conditions of the Company’s 2005
Equity Participation Plan (the “Plan”) and upon and
subject to the following terms and conditions:
1.
GRANT OF OPTION . The Company hereby
grants to the Optionee the right and option (the
“Option”) to purchase up to One Hundred Thirty Thousand
(130,000) shares of Common Stock of the Company (the “Option
Shares”) during the following periods:
(a)
All
or any part of Thirty-Two Thousand Five Hundred (32,500) shares of
Common Stock may be purchased during the period commencing on the
date hereof and terminating at 5:00 P.M. on October 16, 2012 (the
“Expiration Date”).
(b)
All
or any part of Thirty-Two Thousand Five Hundred (32,500) shares of
Common Stock may be purchased during the period commencing on
October 16, 2008 and terminating at 5:00 P.M. on the Expiration
Date.
(c)
All
or any part of Thirty-Two Thousand Five Hundred
(32,500) shares of Common Stock may be purchased
during the period commencing on October 16, 2009 and terminating at
5:00 P.M. on the Expiration Date.
(d)
All
or any part of Thirty-Two Thousand Five Hundred (32,500) shares of
Common Stock may be purchased during the period commencing on
October 16, 2010 and terminating at 5:00 P.M. on the Expiration
Date.
2.
NATURE OF OPTION . The Option is not
intended to meet the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended, relating to “incentive
stock options”.
3.
EXERCISE PRICE . The exercise price of
each of the Option Shares shall be Two Dollars Six Cents ($2.06)
(the “Exercise Price”). The Company shall
pay all original issue or transfer taxes on the exercise of the
Option.
4.
EXERCISE OF OPTIONS . The O
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