EXHIBIT 4.7 NON-QUALIFIED STOCK OPTION AGREEMENT WITH RICHARD W. GRAY
Non-Qualified Option No. 1
No. of Shares: 30,000
- -------------------------------------------------------------------------------
THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR WITH ANY STATE SECURITIES REGULATORS AND
ARE OFFERED PURSUANT TO ONE OR MORE EXEMPTIONS AVAILABLE UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE
SECURITIES IS RESTRICTED AS PROVIDED IN SECTION 5 BELOW.
- -------------------------------------------------------------------------------
VIEW SYSTEMS, INC.
STOCK OPTION
AND
STOCK OPTION AGREEMENT
This Stock Option is granted and this Stock Option Agreement (the
"Agreement") is executed by and between View Systems, Inc., a Florida
corporation (the "Company"), and Richard W. Gray, 5605 Wood Thrush, Fairfax,
Va. 22032 (the "Optionee"), effective September 1, 1999.
RECITALS
A. The Company has duly adopted the View Systems, Inc. 1999 Stock Option
Plan, a copy of which is attached hereto as Exhibit A (the "Plan").
B. The Plan authorizes the Board of Directors or a Committee appointed by
the Board of the Company to grant stock options to officers and employees.
C. The Board of Directors has selected the Optionee to receive stock
options under the Plan.
D. Optionee understands that the Company grants Optionee stock options with
the expectation that Optionee will significantly contribute to the future growth
of the Company and attainment of its goal of achieving a size and make-up
suitable for public equity markets.
NOW, THEREFORE, THE COMPANY AND THE OPTIONEE COVENANT AND AGREE AS FOLLOWS:
1. NUMBER OF SHARES SUBJECT TO OPTION AND OPTION PRICE. The Company hereby
grants to the Optionee non-qualified Stock Option (not qualified under Section
422 of the Internal Revenue Code of 1986 as amended) (the "Option") to purchase
from the Company Thirty Thousand (30,000) shares of the common stock
of the Company, $.001 par value (the "Common Stock") at an exercise price of
$.01 per share. The Option is exercisable upon the terms and conditions
contained herein.
2. ADDITIONAL TERMS OF THE OPTION. Subject to the provisions of Paragraph 3
below, the Option shall have the following terms:
2.1. The effective date of the grant of the Option shall be September 1,
1999.
2.2. The Options shall vest and expires as follows:
NUMBER CUMULATIVE
VESTING DATE OF OPTIONS PERCENTAGE VESTED EXPIRATION DATE
- ------------ ---------- ----------------- ------------------
September 1, 1999 5,000 16.67% September 1, 2004
October 1, 1999 5,000 33.33% October 1, 2004
November 1, 1999 5,000 November 1, 2004
December 1, 1999 5,000 66.66% December 1, 2004
January 1, 2,000 5,000 January 1, 2004
February 1, 2,000 1,000 February 1, 2004
March 1, 2,000 1,000 March 1, 2004
April 1, 2,000 1,000 April 1, 2004
May 1, 2,000 1,000 May 1, 2004
June 1, 2,000 1,000 June 1, 2004
2.3 To the extent vested, the Option may be exercised in whole or in
part at any time and from time to time prior to the Expiration Date.
2.4. The Option must be exercised, if at all, as to a whole number of
shares.
3. INCORPORATION BY REFERENCE OF THE TERMS AND CONDITIONS OF THE PLAN. The
terms and conditions of this Option shall be subject to all of the terms and
conditions of the Plan, which are expressly incorporated by reference into this
Agreement to the same extent and with the same effect as set forth herein. In
the event of a conflict or inconsistency between the terms and conditions set
forth in this Agreement and the terms and conditions of the Plan, those of the
Plan shall control.
4. EXERCISE OF THE OPTION: DELIVERY OF CERTIFICATES.
4.1. The Option may be exercised only in accordance with the terms and
conditions of Section 8 of the Plan and by delivery to the Company of a Notice
of Exercise substantially in the form of Exhibit B, including all exhibits and
attachments thereto.
4.2. Within a reasonable time after exercise, the Company shall
deliver to the Optionee a certificate for the shares of Common Stock for which
exercise of the Option was made and, unless the Option has expired or been
exercised in full, a new Stock Option Agreement covering the balance of the
shares of Common Stock covered by this Option for which exercise has not been
made. Unless otherwise agreed to by the Company and the Optionee, the new
agreement shall have the same terms and conditions of this Option and Agreement
(except as to the number of shares of Common Stock subject thereto and except to
the extent that the
Plan has been modified or amended, in which case the new Option and agreement
shall reflect the modified and amended terms and conditions of the Plan).
5. TRANSFERABILITY OF THE OPTION. The Option is transferable only in
accordance with Section 5 of the Plan.
6. WARRANTIES AND REPRESENTATIONS OF THE OPTIONEE. By executing this
Agreement, the Optionee accepts the Option and agrees to be bound by all of the
terms of the Option, this Agreement and the Plan. In accepting the Option, the
Optionee warrants to the Company and agrees with the Company as follows:
6.1. The Optionee will abide by all of the terms and provisions of the
Option, this Agreement and the Plan.
6.2. The Optionee recognizes, agrees and acknowledges that no
registration statement under the Securities Act of 1933, as amended, or under
any state securities law has been filed with respect to the Option or any shares
of Common Stock to be purchased upon exercise of the Option.
6.3. The Optionee warrants and represents that the Option and any
shares of Common Stock of the Company purchased upon exercise of the Option will
be acquired and held by the Optionee for his or her own account, for investment
purposes only, and not with a view towards the distribution or public offering
thereof nor with any present intention of reselling or distributing the same at
any particular future time.
6.4. The Optionee agrees not to sell, transfer or otherwise dispose of
the Option or any shares of Common Stock of the Company purchased upon exercise
of the Option, except as specifically permitted by this Agreement and the Plan.
7. PROCEDURES UPON PERMITTED TRANSFER. The sale, gift, pledge, encumbrance
or other transfer of all or any of the shares of Common Stock shall be subject
to the conditions set forth in the restrictive legend found in Section 13 of the
Plan.
8. INDEMNIFICATION BY THE OPTIONEE. The Optionee agrees to indemnity and
hold the Company harmless from any loss or damage, including attorney's fees or
other legal expenses, incurred in the defense or payment of any such claim
against the Company resulting from a breach by the Optionee of the
representations, warranties or provisions contained in this Agreement.
9. FINANCIAL STATEMENTS; DISCLOSURE INFORMATION. Optionee shall deliver to
the Company written notice of Optionee's intent to exercise this Option at least
ten (10) days prior to the date of such exercise. Upon receipt of such notice,
the Company shall promptly provide the Optionee and the Optionee's professional
financial advisors with access to the Company's most recent audited financial
statements (and, if available, audited financial statements for the two
preceding fiscal years) and disclosure information that it has filed with the
SEC or NASD under the Securities Act of 1933 and the Securities and Exchange Act
of 1934 and any associated rules and regulations.
10. NO RIGHT TO CONTINUED RELATIONSHIP. Nothing herein shall confer upon
the Optionee the right to continue as an officer, employee, director or
contractor of or with the Company, nor affect any right which the Company may
have to terminate its relationship with the Optionee. Except as may be otherwise
limited by a written agreement between Company and Optionee, the right of
Company to terminate at will Optionee's employment with it at any time is
specifically reserved and acknowledged by Optionee.
12. FURTHER ASSURANCES. From time to time and upon request by the Company,
the Optionee agrees to execute such additional documents as the Company may
reasonably require in order to effect the purposes of the Plan and this
Agreement.
13. BINDING EFFECT. This Agreement shall be binding upon the Optionee and
such Optionee's heirs, successors and assigns, including the Qualified Successor
of the Optionee (as this term is defined in the Plan). The obligations of the
Optionee hereunder, including specifically the covenant not to compete and the
indemnification obligations, shall survive any termination of the Options or the
Option Plan.
14. WAIVERS/MODIFICATIONS. No waivers, alterations or modifications of this
Agreement shall be valid unless in writing and duly executed by the party
against whom enforcement of such waiver, alteration or modification is sought.
The failure of any party to enforce any of its rights against the other party
for breach of any of the terms of this Agreement shall not be construed a waiver
of such rights as to any continued or subsequent breach.
15. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Maryland and any disputes hereunder shall be resolved in Maryland
courts.
In witness whereof, the parties have executed this Agreement as of the day
and year above written.
View Systems, Inc.
By:____________________________________
Optionee:
_______________________________________
EXHIBIT B
NOTICE OF EXERCISE OF STOCK OPTION
I, _______________, pursuant to that certain View Systems, Inc. Stock
Option and Stock Option Agreement (the "Stock Option"), dated ________, granting
me a conditional Non-Qualified Option to purchase 25,000 shares of common stock
of View Systems, Inc. 1999 Stock Option Plan, hereby elect to exercise my option
to purchase ___ shares of common stock of View Systems, Inc. This option to
purchase is being exercised in accordance with, and subject to, all of the terms
and conditions of the Stock Option and the View Systems, Inc. 1999 Stock Option
Plan. I hereby reaffirm all of the representations and warranties I made in the
Stock Option.
The consideration for the exercise of the option is:
Check, cash or certified funds in the amount of $_____ that
is submitted with this notice; Payment of Shares with a current value
of $_______________