Exhibit 10.27
FIRST MONTAUK FINANCIAL CORP.
Form of Stock Option Award pursuant to
1996 Senior Management Stock Option Plan
Date of Grant: Option No.
Name of Optionee:
Number of Shares:
Price Per Share:
Expiration Date:
Effective on the date of grant specified above (the "Date of Grant"),
the Board of Directors ("Board"), or the Stock Option Committee ("Committee")
designated by the Board, of First Montauk Financial Corp. (the "Company") has
granted to the above-named optionee (the "Optionee") an option (the "Option") to
purchase from the Company, for the price per share set forth above, the number
of shares (the "Shares") of Common Stock, no par value (the "Stock") of the
Company set forth above pursuant to the terms and conditions of the Amended and
Restated 1992 Incentive Stock Option Plan, Restated as of June 26, 1998
("Amended Plan") which is incorporated in this Option as though set forth in
full. This Option is intended to be treated as an "incentive stock option"
within the meaning of Section 422A of the Internal Revenue Code of 1954, as
amended (the "Code").
The terms and conditions of the Option granted hereby, are as follows:
1. The number and price of the Shares subject to this Option shall be
the number and price set forth above, subject to any adjustments which may be
made pursuant to Section 9 below.
2. Subject to the terms and conditions set forth in this Option, this
Option may be exercised to purchase the Shares covered by this Option as
follows: commencing on the Date of Grant and prior to the first anniversary of
the Date of Grant, (the "Anniversary"), up to an aggregate of 20% of the
aggregate number of Shares covered by this Option; after the first Anniversary
but prior to the second Anniversary, up to an aggregate of 40% of the aggregate
number of Shares covered by this Option; after the second Anniversary but prior
to the third Anniversary, up to an aggregate of 60% of the aggregate number of
Shares covered by this Option; after the third Anniversary but prior to the
fourth Anniversary, up to an aggregate of 80% of the aggregate number of Shares
covered by this Option; after the fourth Anniversary but prior to _________ (the
"Expiration Date"), all of the Shares covered by this Option. This Option shall
terminate and no Shares may be purchased after the Expiration Date.
3. Except as provided in Section 7 of this Option, this Option may not
be exercised unless the Optionee maintains his securities registration with the
Company or its subsidiary corporation on the date of such exercise and shall
have been registered as such continuously since the Date of Grant of this
Option.
4. Subject to the terms and conditions set forth in this Option, this
Option is exercisable by a written notice signed by you and delivered to the
Company at its executive offices, signifying your election to exercise this
Option. The notice must state the number of Shares as to which your Option is
being exercised, must contain a statement by you (in a form acceptable to the
Company) that such Shares are being acquired by you for investment and not with
a view to their distribution or resale (unless a Registration Statement covering
the Shares has been declared effective by the Securities and Exchange
Commission) and must be accompanied by the full purchase price of the Shares
being purchased. Payment shall be in cash, or by certified or bank cashier's
check payable to the order of the Company, free from all collection charges;
provided, however, that payment may be made in Shares owned by the Optionee
having a market value on the date of exercise equal to the aggregate purchase
price, or in a combination of cash and Stock. For these purposes, the market
value per share of Stock shall be: (i) if the Stock is traded on a national
securities exchange or on the NASDAQ National Market System ("NMS"), the per
share closing price of the Stock on the principal securities exchange on which
they are listed or on NMS, as the case may be, on the date of exercise (or if
there is no closing price for such date of exercise, then the last preceding
business day on which there was a closing price); or (ii) if the Stock is traded
in the over-the-counter market and quotations are published on the NASDAQ
quotation system (but not on NMS), the closing bid price of the Stock on the
date of exercise as reported by NASDAQ (or if there are no closing bid prices
for such date of exercise, then the last preceding business day on which there
was a closing bid price); or (iii) if the Stock is traded in the
over-the-counter market but bid quotations are not published on NASDAQ, the
closing bid price per share for the Stock as furnished by a broker-dealer which
regularly furnishes price quotations for the Stock.
If notice of the exercise of this Option is given by the
person or persons other than you, the Company may require, as a condition to the
exercise of this Option, the submission to the Company of appropriate proof of
the right of such person or person to exercise this Option.
Certificate for Shares so purchased will be issued as soon as
practicable. The Company, however, shall not be required to issue or deliver a
certificate for any Shares until it has complied with all requirements of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, any stock exchange on which the Company's Stock may then be listed and
all applicable state laws in connection with the issuance or sale of such Shares
or the listing of such Shares on such exchange. Until the issuance of the
certificate for such Shares, you or such other person as may be entitled to
exercise this Option, shall have none of the rights of a stockholder with
respect to Shares subject to this Option.
5. As soon as practicable after the Company receives payment for
the Shares, it shall deliver a certificate or certificates representing the
Shares so purchased to the Optionee.
6. This Option is personal to the Optionee and during the
Optionee's lifetime may be exercised only by the Optionee. This Option shall
not be transferable other than by will or the laws of descent and distribution.
7. In the event that an option holder ceases to be registered
with the Company or of any subsidiary for any reason other than permanent
disability (as determined by the Board of Directors) or death, this Option,
including any unexercised portion thereof, which was otherwise exercisable on
the date of termination, shall expire unless exercised within a period of three
months from the date on which the Optionee ceased to be so registered, but in no
event after the Expiration Date. In the event of the death of Optionee during
this three month period, this Option shall be exercisable by his or her personal
representatives, heirs or legatees to the same extent that the Optionee could
have exercised this Option if he or she had not died, for the three months from
the date of death, but in no event after the Expiration Date. In the event of
the permanent disability of Optionee while registered with the Company or of any
subsidiary, this Option shall be exercisable for twelve (12) months after the
date of permanent disability, but in no event after the Expiration Date. In the
event of the death of the Optionee while registered with the Company or any
Subsidiary, or during the twelve (12) month period after the date of permanent
disability of the Optionee, that portion of the Option which had become
exercisable on the date of death shall be exercisable by his or her personal
representatives, heir or legatees at any time prior to the expiration of twelve
(12) months from the date of the death of Optionee, but in no event after the
Expiration Date.
8. This Option does not confer on the Optionee any right to
continue to be registered with the Company or interfere in any way with the
right of the Company to determine the terms of the Optionee's registration.
9. In the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation, rights
offering, or any other change in the corporate structure or Stock of the
Company, the Board shall make such adjustments, if any, as it deems appropriate
in the number and kind of shares covered by this Option, or in the Option price,
or both. Notwithstanding any provision to the contrary, the Committee or the
Board may cancel, amend, alter or supplement any term or provision of this
Option to avoid the penalty provisions of Section 4999 of the Internal Revenue
Code of 1954, as amended.
10. This Option shall be subject to the requirement that if at any
time the Board shall determine that the registration, listing or qualification
of the Shares covered hereby upon any securities exchange or under any federal
or state law, or the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the granting of
this Option or the purchase of the Shares, this Option may not be exercised
unless and until such registration, listing, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Board. The Board may require that the person exercising this Option shall
make such representations and agreements and furnish such information as it
deems appropriate to assure compliance with the foregoing or any other
applicable legal requirements.
11. This Option is intended to qualify for "incentive stock
option" treatment under the provisions of Section 422A of the Internal Revenue
Code of 1954, as amended. However, you are urged to consult with your individual
tax advisor prior to exercising this Option since the exercise of this Option
may result in adverse tax consequences including the payment of additional
federal and/or state income taxes.
12. All notices hereunder to the Company shall be delivered or
mailed to the following address:
First Montauk Financial Corp.
Parkway 109 Office Center
328 Newman Springs Road
Red Bank, NJ 07701
Attention: President
Such address for the service of notices may be changed at any time
provided notice of such change is furnished in advance to the Optionee.
FIRST MONTAUK FINANCIAL CORP.
By:______________________________
Herbert Kurinsky
President and Chief Executive Officer
OPTION EXERCISE FORM
Option No.
TO: FIRST MONTAUK FINANCIAL CORP.
Parkway 109 Office Center
328 Newman Springs Road
Red Bank, NJ 07701
The undersigned holder hereby irrevocably elects to exercise the right
to purchase _________ shares of Common Stock covered by this Option Agreement
according to the conditions hereof and herewith makes full payment of the
Exercise Price of such shares.
Kindly deliver to the undersigned a certificate representing the Shares.
INSTRUCTIONS FOR DELIVERY
Name: ________________________________________________________________
(please typewrite or print in block letters)
Address: _______________________________________________________________
Dated: _________________________
Signature ________________________________