EXHIBIT 10(hh)
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INFODATA SYSTEMS INC.
Non-Qualified Stock Option Agreement
THIS AGREEMENT is made as of May 23, 1995, by and between INFODATA
SYSTEMS INC., a Virginia corporation (the "Company"), and Millard H.
Pryor, Jr. (the "Optionee").
W I T N E S E T H:
WHEREAS, the Company desires to grant to the Optionee a non-qualified
stock option to purchase shares of the Company's common stock, par value
$.03 per share (the "Common Stock"), in connection with the reappointment
of the Optionee's service as a member of the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board of
Directors").
NOW, THEREFORE, the parties hereto, intending to be legally bound, do
agree as follows:
1. Grant of Option. Subject to the terms and conditions of this
Agreement, the Company hereby grants to the Optionee the right and option
to purchase from the Company all or part of an aggregate of 2,000 shares
of Common Stock. This option is not intended to qualify as an incentive
stock option within the meaning of Section 422A of the Internal Revenue
Code of 1986, as amended.
2. Option Price and Time of Exercise. The per share purchase price at
which the shares subject to option may be purchased by Optionee pursuant
to the exercise of this option shall be $3.0625, which price equals the
average of the closing bid and ask prices (since there were no sales on
May 23, 1995) per share of the Common Stock on the National Association
of Securities Dealers Automated Quotation System ("NASDAQ") on May 23,
1995, the date of grant of this option. The Optionee's right to exercise
this option shall be vested in full upon the date of grant of this
option. The right to exercise this option shall in all events expire,
except as provided in Paragraph 5 below, at the close of business on May
23, 2000.
3. Method of Exercise and Payment for Shares. This option shall be
exercised by written notice directed to the Company at its principal
office, specifying the number of shares to be acquired upon such exercise
and indicating whether the exercise is being paid for (i) in cash, (ii)
by a commitment by a broker-dealer to pay to the Company that portion of
any sale proceeds receivable by the Optionee upon the exercise of the
option and sale of underlying shares, or (iii) in the discretion of the
Committee, by delivery to the Company of shares of Common Stock already
owned by the Optionee and valued at their fair market value on the
business day immediately preceding the date of exercise of the option.
4. Non transferability. This option is not transferable by
the Optionee except as otherwise provided in Paragraph 5 below, and
during the Optionee's lifetime is exercisable only by him or her.
5. Exercise After Termination of Membership on the Board of Directors.
In the event of termination of the Optionee's membership on the Board of
Directors other than by reason of the death of the Optionee, this option
shall expire ninety (90) days after such termination, but in no event
after the expiration date of the option. In the event of the termination
of the Optionee's membership on the Board of Directors by reason of the
death of the Optionee, this option shall be exercisable by the Optionee's
legal representative at any time within one year after death, but in no
event after the expiration date of the option.
6. Adjustment. If there shall be any change in the Common Stock
through a merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, exchange of stock or other change in the corporate
structure, appropriate adjustments shall be made in the aggregate number
and kind of shares or other securities subject to this option and in the
purchase price of this option to reflect such change.
7. Option Non-Assignable and Non-Transferable. This option and all
rights hereunder shall be non-assignable and non-transferable other than
by will or the laws of descent and distribution and shall be exercisable
during the Optionee's lifetime only by the Optionee or the Optionee's
guardian or legal representative.
8. Limitation of Rights.
(a) No Right to Continue as a Director. This option shall not
constitute or be evidence of any agreement or understanding, express or
implied, that the Optionee has a right to continue as a member of the
Company's Board of Directors for any period of time.
(b) No Stockholder's Rights for Options. The Optionee shall have no
rights as a stockholder with respect to the shares covered by this option
until the date of the issuance of a stock certificate therefor, and no
adjustment will be made for any dividends or other rights for which the
record date is prior to the date such certificate is issued.
(c) No Sale of Option Shares for Six Months. The Optionee shall not
sell or otherwise dispose of any shares of Common Stock acquired upon the
exercise of this option for a period of six months following the date of
grant of this option.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by its President, and the Optionee has affixed his or her signature
hereto.
/s/Millard H. Pryor, Jr.
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Optionee
INFODATA SYSTEMS INC.
By:/s/Harry Kaplowitz
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Harry Kaplowitz
President
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