Exhibit (d)(2)
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FORM OF EMPLOYEE STOCK OPTION AGREEMENT
ANSWERTHINK, INC.
1998 STOCK OPTION AND INCENTIVE PLAN
This Stock Option Agreement is made as of [______ ___], 2002, by and
between Answerthink, Inc., a Florida corporation (the "Company"), and
[__________], an individual who is employed by, or providing services to, the
Company or one of its affiliates or Service Providers (the "Optionee").
WHEREAS, the Board of Directors and stockholders of the Company have duly
adopted and approved the Answerthink, Inc. 1998 Stock Option and Incentive Plan
(the "Plan"), which Plan authorizes the Company to grant to eligible individuals
options for the purchase of shares of the Company's common stock, par value
$.001 per share (the "Stock"); and
WHEREAS, the Company has determined that it is desirable and in its best
interests to grant to the Optionee, pursuant to the Plan, an option to purchase
a certain number of shares of Stock, in order to provide the Optionee with an
incentive to advance the interests of the Company and any affiliate thereof;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:
1. GRANT OF OPTION
Subject to the terms of the Plan (attached hereto as Exhibit A), the
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Company hereby grants to the Optionee the right and option (the "Option") to
purchase from the Company, on the terms and subject to the conditions set forth
in the Plan and in this Option Agreement, [_______] shares of Stock. This
Option shall not constitute an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The
Grant Date of this Option is [_________ __], 2002.
2. TERMS OF PLAN
The Option granted pursuant to this Stock Option Agreement is granted
subject to the terms and conditions set forth in the Plan. All terms and
conditions of the Plan are hereby incorporated into this Stock Option Agreement
by reference and shall be deemed to be part of this Stock Option Agreement,
without regard to whether such terms and conditions are not otherwise set forth
in this Stock Option Agreement. To the extent any capitalized words used in
this Stock Option Agreement are not defined, they shall have the definitions
stated for
them in the Plan. In the event that there is any inconsistency between the
provisions of this Stock Option Agreement and of the Plan, the provisions of the
Plan shall govern.
3. OPTION PRICE
The purchase price (the "Option Price") for each share subject to the
Option granted by this Stock Option Agreement is $[____].
4. VESTING IN OPTIONS
The Option will vest as follows: [vesting schedule of option tendered
for exchange and replaced by the Option].
5. TERM AND EXERCISE OF OPTION
5.1 Term
The Option shall terminate and all rights to purchase the shares
thereunder shall cease upon the expiration of ten years after [grant date of
option tendered for exchange and replaced by the Option], unless terminated
earlier pursuant to another provision of this Stock Option Agreement.
5.2 Option Period and Limitations on Exercise
The Optionee may exercise the Option (subject to the limitations on
exercise set forth in this Stock Option Agreement and in the Plan), to the
extent the Option is vested and has not terminated. Any limitation on the
exercise of an Option may be rescinded, modified or waived by the Committee, in
its sole discretion, at any time and from time to time after the Grant Date of
the Option, so as to accelerate the time at which the Option may be exercised.
The time at which the Option may be exercised will be accelerated and the Option
shall be exercisable, in whole or in part, at any time and from time to time
prior to termination of the Option after termination of employment by reason of
death of Optionee or "permanent and total disability" (within the meaning of
Section 22(e)(3) of the Code) of the Optionee.
5.3 Limitations on Exercise of Option
Notwithstanding the foregoing Sections, in no event may the Option be
exercised: (i) in whole or in part, after ten years following [grant date of
option tendered for exchange and replaced by the Option], (ii) following
termination of employment or other relationship for Cause (as defined below) or
(iii) following termination of employment or other relationship except as
provided in Sections 7.1, 7.2, and 7.3 below. For purposes of this Stock Option
Agreement, "Cause" means (i) the commission of a felony or a crime involving
moral turpitude or the commission of
any other act or omission involving dishonesty or fraud with respect to the
Company or any of its affiliates or any of their customers or suppliers, (ii)
conduct tending to bring the Company or any of its affiliates into substantial
public disgrace or disrepute, (iii) substantial and repeated failure to perform
duties of the office held by the Optionee as reasonably directed by the Board,
and such failure is not cured within 30 days after the Executive receives notice
thereof from the Board, (iv) gross negligence or willful misconduct with respect
to the Company or any of its affiliates or (v) material breach of any term of
any employment, consulting or other services, confidentiality, intellectual
property or non-competition agreements, if any, between Optionee and the Company
or any of its affiliates.
5.4 Method of Exercise
The Option may be exercised, to the extent it is exercisable, by the
Optionee's delivery to the Company of written notice of exercise on any business
day, at the Company's principal office, addressed to the attention of the
Committee. Such notice shall specify the number of shares of Stock with respect
to which the Option is being exercised and shall be accompanied by payment in
full of the Option Price of the shares for which the Option is being exercised.
The minimum number of shares of Stock with respect to which an Option may be
exercised, in whole or in part, at any time shall be the lesser of (i) 100
shares and (ii) the maximum number of shares available for purchase under the
Option at the time of exercise. Payment of the Option Price for the shares
purchased pursuant to the exercise of the Option shall be made (i) in cash or in
cash equivalents; (ii) through the tender to the Company of shares of Stock,
which shares, if acquired from the Company, shall have been held by the Optionee
for at least six months and which shall be valued, for purposes of determining
the extent to which the Option Price has been paid thereby, at their Fair Market
Value on the date of exercise; or (iii) by a combination of the methods
described in (i) and (ii). If the Stock is publicly traded, payment in full of
the Option Price need not accompany the written notice of exercise provided that
the notice of exercise directs that the certificate or certificates for the
shares of Stock for which the Option is exercised be delivered to a licensed
broker acceptable to the Company as the agent for the individual exercising the
Option and, at the time such certificate or certificates are delivered, the
broker tenders to the Company cash (or cash equivalents acceptable to the
Company) equal to the Option Price for the shares of Stock purchased pursuant to
the exercise of the Option plus the amount (if any) of federal and/or other
taxes which the Company may in its judgment, be required to withhold with
respect to the exercise of the Option. An attempt to exercise the Option other
than as set forth above shall be invalid and of no force and effect. An
individual holding or exercising an Option shall have none of the rights of a
shareholder (for example, the right to receive cash or dividend payments or
distributions attributable to the subject shares of Stock or to direct the
voting of the subject shares of Stock) until the shares of Stock covered thereby
are fully paid and issued to him. Except as provided in Section 10 hereof, no
adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date of
such issuance.
6. PARACHUTE LIMITATIONS
Notwithstanding any other provision of this Stock Option Agreement or
of any other agreement, contract, or understanding heretofore or hereafter
entered into by the Optionee and the Company or any Subsidiary, except an
agreement, contract, or understanding hereafter entered into that expressly
modifies or excludes application of this Section (the "Other Agreements"), and
notwithstanding any formal or informal plan or other arrangement heretofore or
hereafter adopted by the Company (or any Subsidiary) for the direct or indirect
compensation of the Optionee (including groups or classes of participants or
beneficiaries of which the Optionee is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for
the Optionee (a "Benefit Arrangement"), if the Optionee is a "disqualified
individual," as defined in Section 280G(c) of the Code, the Option and any right
to receive any payment or other benefit under this Stock Option Agreement shall
not become exercisable or vested (i) to the extent that such right to exercise,
vesting, payment, or benefit, taking into account all other rights, payments, or
benefits to or for Optionee under the Plan, all Other Agreements, and all
Benefit Arrangements, would cause any payment or benefit to the Optionee under
this Stock Option Agreement to be considered a "parachute payment" within the
meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute
Payment") and (ii) if, as a result of receiving a Parachute Payment, the
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aggregate after-tax amounts received by the Optionee from the Company under this
Stock Option Agreement, the Plan, all Other Agreements, and all Benefit
Arrangements would be less than the maximum after-tax amount that could be
received by Optionee without causing any such payment or benefit to be
considered a Parachute Payment. In the event that the receipt of any such right
to exercise, vesting, payment, or benefit under this Stock Option Agreement, in
conjunction with all other rights, payments, or benefits to or for the Optionee
under the Plan, any Other Agreement or any Benefit Arrangement would cause the
Optionee to be considered to have received a Parachute Payment under this Stock
Option Agreement that would have the effect of decreasing the after-tax amount
received by the Optionee as described in clause (ii) of the preceding sentence,
then the Optionee shall have the right, in the Optionee's sole discretion, to
designate those rights, payments, or benefits under this Stock Option Agreement,
the Plan, any Other Agreements, and any Benefit Arrangements that should be
reduced or eliminated so as to avoid having the payment or benefit to the
Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.
7. TERMINATION OF THE SERVICE RELATIONSHIP
7.1 Termination of Employment or Other Relationship
Upon the termination of the Optionee's employment or other
relationship with the Company or any of its affiliates or Service Providers
other than by reason of death or "permanent and total disability" (within the
meaning of Section 22(e)(3) of the Code), the Option or portion thereof held by
the Optionee that has not vested in accordance with the provisions of Section 4
hereof shall terminate immediately, and any Option or portion thereof that has
vested in accordance with the provisions of Section 4 hereof but has not been
exercised shall terminate at the close of business on the 90th day following the
Optionee's termination of employment or other relationship (or, if such 90th day
is a Saturday, Sunday or holiday, at the close of business on the next preceding
day that is not a Saturday, Sunday or holiday), unless the Board of Directors
(the "Board"), in its discretion, extends the period during which the Option may
be exercised (which period may not be extended beyond the original term of the
Option). Upon termination of the Option or portion thereof, the Optionee shall
have no further right to purchase shares of Stock pursuant to such Option or
portion thereof. Whether a leave of absence or leave on military or government
service shall constitute a termination of employment or other relationship for
purposes of the Optionee shall be determined by the Board, which determination
shall be final and conclusive. For purposes of the Option, a termination of
employment, service or other relationship shall not be deemed to occur if the
Optionee is immediately thereafter employed with the Company or any of its
affiliates or Service Providers, or is engaged as a Service Provider or an
Outside Director of the Company. Whether a termination of a Service Provider's
or an Outside Director's relationship with the Company shall have occurred shall
be determined by the Committee, which determination shall be final and
conclusive.
7.2 Rights in the Event of Death
If the Optionee dies while employed by, or in the service of, the
Company or any of its affiliates or Service Providers, the executors or
administrators or legatees or distributees of such Optionee's estate shall have
the right at any time within one year after the date of such Optionee's death,
and prior to termination of the Option pursuant to Section 5.1 above, to
exercise, in whole or in part, any Option held by such Optionee at the date of
such Optionee's death, whether or not such Option was exercisable immediately
prior to such Optionee's death.
7.3 Rights in the Event of Disability
If the Optionee's employment or other relationship with the Company or
any of its affiliates is terminated by reason of the "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) of the
Optionee, then
such Optionee shall have the right, at any time within one year after such
termination of employment or other relationship and prior to termination of the
Option pursuant to Section 5.1 above, to exercise, in whole or in part, the
Option held by such Optionee at the date of such termination of employment or
other relationship, whether or not such Option was exercisable immediately prior
to such termination of employment or other relationship. Whether a termination
of employment or other relationship is to be considered by reason of "permanent
and total disability" for purposes of this Stock Option Agreement shall be
determined by the Committee, which determination shall be final and conclusive.
8. TRANSFERABILITY
8.1 General Rule
Except as provided in Section 8.2, during the lifetime of a Optionee,
only the Optionee (or, in the event of legal incapacity or incompetency, the
Optionee's guardian or legal representative) may exercise the Option. Except as
provided in Section 8.2, the Option shall not be assignable or transferable by
the Optionee, other than by will or the laws of descent and distribution.
8.2 Family Transfers.
An Optionee may transfer all or part of the Option to (i) any
Immediate Family Member, (ii) a trust or trusts for the exclusive benefit of any
Immediate Family Member, or (iii) a partnership in which Immediate Family
Members are the only partners, provided that (x) there may be no consideration
for any such transfer, and (y) subsequent transfers of the transferred Option
are prohibited except those in accordance with this Section 8.2 or by will or
the laws of descent and distribution. Following transfer, the Option shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of Section 8.2 hereof
the term "Optionee" shall be deemed to refer to the transferee. The events of
termination of the employment or other relationship of Section 7.1 hereof shall
continue to be applied with respect to the original Optionee, following which
the Option shall be exercisable by the transferee only to the extent and for the
periods specified in Sections 7.1, 7.2 or 7.3. "Immediate Family Members" means
the spouse, children and grandchildren of the Optionee.
8.3 Nontransferability of Shares
Except as provided in Section 8.2, Optionee (or such other individual
who is entitled to exercise an Option) shall not sell, pledge, assign, gift,
transfer, or otherwise dispose of any shares of Stock acquired pursuant to an
Option to any person or entity without first offering such shares to the Company
for purchase on the same terms and conditions as those offered the
proposed transferee. The Company may assign its right of first refusal under
this Section 8.3 in whole or in part, to (1) any holder of stock or other
securities of the Company (a "Stockholder"), (2) any affiliate or (3) any other
person or entity that the Board of Directors of the Company determines has a
sufficient relationship with or interest in the Company. The Company shall give
reasonable written notice to the Optionee of any such assignment of its rights.
The restrictions of this Section 8.3 re-apply to any person to whom Stock that
was originally acquired pursuant to an Option is sold, pledged, assigned,
bequeathed, gifted, transferred or otherwise disposed of, without regard to the
number of such subsequent transferees or the manner in which they acquire the
Stock, but the restrictions of this Section 8.3 do not apply to a transfer of
Stock that occurs as a result of the death of the Optionee or of any subsequent
transferee (but shall apply to the executor, the administrator or personal
representative, the estate, and the legatees, beneficiaries and assigns
thereof).
8.4 Repurchase Rights.
Upon the termination of Optionee's employment or other relationship
with the Company or any of its affiliates or Service Providers (whether as an
employee, a director, an independent contractor providing services to the
Company or any of its affiliates or Service Providers, or otherwise), the
Company shall have the right, for a period of up to twelve months following such
termination, to repurchase any or all of the shares acquired by the individual
pursuant to this Option (including shares that were previously transferred
pursuant to Section 8.3 above), at a price equal to the fair market value of
such shares on the date of termination. Upon the exercise of an Option following
termination of Optionee's employment or other relationship with the Company or
any of its affiliates or Service Providers (whether as an employee, a director,
an independent contractor providing services to the Company or any of its
affiliates or Service Providers, or otherwise), the Company shall have the
right, for a period of up to twelve months following such exercise, to
repurchase any or all such shares of Stock acquired by the Optionee pursuant to
such exercise of such Option at a price that is equal to the fair market value
of such shares (including shares that were previously transferred pursuant to
Section 8.3 above) on the date of exercise . In the event that the Company
determines that it cannot or will not exercise its rights to purchase Stock
under this Section 8.4 in whole or in part, the Company may assign its rights,
in whole or in part, to (1) any Stockholder (2) any affiliate or (3) any other
person or entity that the Board of Directors of the Company determines has a
sufficient relationship with or interest in the Company. The Company shall give
reasonable written notice to the individual of any assignment of its rights.
8.5 Publicly Traded Stock
If the Stock is listed on an established national or regional stock
exchange or is admitted to quotation on the National Association of Securities
Dealers Automated Quotation System, or is publicly traded in an established
securities market, the foregoing transfer restrictions of Sections 8.3 and 8.4
shall terminate as of the first date that the Stock is so listed, quoted or
publicly traded.
8.6 Legend
In order to enforce the restrictions imposed upon shares of Stock
under the Plan and this Agreement, the Board may cause a legend or legends to be
placed on any certificate representing shares issued pursuant to the Plan that
complies with the applicable securities laws and regulations and makes
appropriate reference to the restrictions imposed under it.
9. REQUIREMENTS OF LAW
The Company shall not be required to sell or issue any securities
under the Option if the sale or issuance of such securities would constitute a
violation by the Optionee, the individual exercising the Option, or the Company
of any provisions of any law or regulation of any governmental authority,
including without limitation any federal or state securities laws or
regulations. If at any time the Company shall determine, in its discretion,
that the listing, registration or qualification of any securities subject to the
Option upon any securities exchange or under any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the issuance or
purchase of securities hereunder, the Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Company, and any delay caused thereby shall in no way affect the date of
termination of the Option. Specifically in connection with the 1933 Act, upon
the exercise of the Option, unless a registration statement under such act is in
effect with respect to the securities covered by the Option, the Company shall
not be required to sell or issue such securities unless the Committee has
received evidence satisfactory to it that the holder of such Option may acquire
such securities pursuant to an exemption from registration under such act. Any
determination in this connection by the Committee shall be final, binding, and
conclusive. The Company may, but shall in no event be obligated to, register
any securities covered hereby pursuant to the 1933 Act. The Company shall not
be obligated to take any affirmative action in order to cause the exercise of
the Option or the issuance of securities pursuant thereto to comply with any law
or regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that the Option shall not be exercisable until
the securities covered by such Option are registered or are exempt from
registration, the exercise of such Option (under circumstances in which the laws
of such jurisdiction apply) shall be
deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.
10. EFFECT OF CHANGES IN CAPITALIZATION
10.1 Changes in Stock
If the number of outstanding shares of Stock is increased or decreased
or the shares of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Company, occurring after the date of grant of
the Option, the number and kind of shares of Stock for which the Option was
granted shall be adjusted proportionately and accordingly so that the
proportionate interest of the Optionee immediately following such event shall,
to the extent practicable, be the same as immediately before such event. Any
such adjustment in the Option shall not change the aggregate Option Price
payable with respect to shares that are subject to the unexercised portion of
the Option but shall include a corresponding proportionate adjustment in the
Option Price per share.
10.2 Dissolution, Liquidation, Sale of Assets, Reorganization in
Which the Company Is Not the Surviving Entity, Etc.
Subject to Section 10.3 hereof, if the Company shall be the surviving
entity in any reorganization, merger, or consolidation of the Company with one
or more other entities and in which no Change in Control occurs, the Option
shall pertain to and apply to the securities to which the Optionee would have
been entitled immediately following such reorganization, merger, or
consolidation, with a corresponding proportionate adjustment of the Option Price
per share so that the aggregate Option Price thereafter shall be the same as the
aggregate Option Price of the shares remaining subject to the Option immediately
prior to such reorganization, merger, or consolidation.
10.3 Reorganization, Sale of Assets or Sale of Stock Which Involves a
Change of Control.
Subject to the exceptions set forth in the last sentence of this
Section 10.3 (i) upon the occurrence of a Change of Control, fifteen days prior
to the scheduled consummation of a Change of Control, the Option shall become
immediately exercisable to the extent not previously exercisable and shall
remain exercisable for a period of fifteen days. Any exercise of an Option
during such fifteen-day period shall be conditioned upon the consummation of the
event and
shall be effective only immediately before the consummation of the event. Upon
consummation of any Change of Control, the Options, to the extent not exercised
shall terminate. The Board shall send written notice of an event that will
result in such a termination to the Optionee not later than the time at which
the Company gives notice thereof to its shareholders. This Section 10.3 shall
not apply to any Change of Control to the extent that (A) provision is made in
writing in connection with such Change of Control for the assumption of the
Option, for the substitution for such Option, of new options covering the stock
of a successor entity, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and exercise prices, in which
event the Option shall continue in the manner and under the terms so provided or
(B) a majority of the full Board determines that such Change of Control shall
not trigger application of the provisions of this Section 10.3.
10.4 Adjustments
Adjustments under this Section 10 related to stock or securities of
the Company shall be made by the Board, whose determination in that respect
shall be final, binding, and conclusive. No fractional shares of Stock or units
of other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share or unit.
10.5 No Limitations on Company
The grant of the Option shall not affect or limit in any way the right
or power of the Company to make adjustments, reclassifications, reorganizations,
or changes of its capital or business structure or to merge, consolidate,
dissolve, or liquidate, or to sell or transfer all or any part of its business
or assets.
11. DISCLAIMER OF RIGHTS
No provision in the Plan or in the Stock Option Agreement shall be
construed to confer upon any individual the right to remain in the employ or
service of the Company or any of its affiliates or Service Providers, or to
interfere in any way with any contractual or other right or authority of the
Company or any of its affiliates or Service Providers either to increase or
decrease the compensation or other payments to any individual at any time, or to
terminate any employment or other relationship between any individual and the
Company or any of its affiliates or Service Providers. In addition,
notwithstanding anything contained in the Plan to the contrary, the Option shall
not be affected by any change of duties or position of the Optionee, so long as
the Optionee continues to be a director, officer, consultant or employee of the
Company or any of its affiliates or Service Providers. The obligation of the
Company to pay any benefits pursuant to this Stock Option Agreement shall be
interpreted as a contractual obligation to pay only those amounts described
herein, in
the manner and under the conditions prescribed herein. The Plan and the Stock
Option Agreement shall in no way be interpreted to require the Company to
transfer any amounts to a third party trustee or otherwise hold any amounts in
trust or escrow for payment to any participant or beneficiary under the terms of
the Plan. The Optionee shall not have any of the rights of a shareholder with
respect to the shares of Stock subject to an Option except to the extent the
certificates for such shares of Stock shall have been issued upon the exercise
of the Option.
12. FORFEITURE OF RIGHTS
The Company at any time shall have the right to cause a forfeiture of
the rights of the Optionee on account of the Optionee taking actions in
competition with the Company. Unless otherwise specified in an employment or
other agreement between the Company and the Optionee, the Optionee takes actions
in competition with the Company if he or she directly or indirectly owns any
interest in, operates, joins, controls or participates as a partner, director,
principal, officer, or agent of, enters into the employment of, acts as a
consultant to, or performs any services for, any entity which has material
operations which compete with any business in which the Company or any of its
Subsidiaries is engaged during the Optionee's employment or other relationship
with the Company or any of its affiliates or Service Providers or at the time of
the Optionee's termination of employment or other relationship.
13. CAPTIONS
The use of captions in this Stock Option Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of such Stock Option Agreement.
14. WITHHOLDING OF TAXES
The Company or a Subsidiary, as the case may be, shall have the right
to deduct from payments of any kind otherwise due to the Optionee any Federal,
state, or local taxes of any kind required by law to be withheld upon the
issuance of any shares of Stock upon the exercise of the Option. At the time of
such exercise, the Optionee shall pay to the Company or the Subsidiary, as the
case may be, any amount that the Company or the Subsidiary may reasonably
determine to be necessary to satisfy such withholding obligation. Subject to
the prior approval of the Company or the Subsidiary, which may be withheld by
the Company or the Subsidiary, as the case may be, in its sole discretion, the
Optionee may elect to satisfy such obligations, in whole or in part, (i) by
causing the Company or the Subsidiary to withhold shares of Stock otherwise
issuable to the Optionee or (ii) by delivering to the Company or the Subsidiary
shares of Stock already owned by the Optionee. The shares of Stock so delivered
or withheld shall have an aggregate Fair Market Value equal to such withholding
obligations. The Fair Market Value of the shares of Stock used to satisfy such
withholding obligation shall be determined by
the Company or the Subsidiary as of the date that the amount of tax to be
withheld is to be determined. The Optionee who has made an election pursuant to
this Section 14 may satisfy his or her withholding obligation only with shares
of Stock that are not subject to any repurchase, forfeiture, unfulfilled
vesting, or other similar requirements.
15. SEVERABILITY
If any provision of the Plan or this Stock Option Agreement shall be
determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions thereof and hereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.
16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT
All decisions and interpretations made by the Company or the Committee
with regard to any question arising under the Plan or this Stock Option
Agreement shall be final, binding and conclusive on the Company and the Optionee
and any other person entitled to exercise the Option as provided for herein.
17. GOVERNING LAW
The validity and construction of this Stock Option Agreement shall be
governed by the laws of the State of Delaware but not including the choice of
law rules thereof.
18. BINDING EFFECT
Subject to all restrictions provided for in this Stock Option
Agreement, the Plan and by applicable law limiting assignment and transfer of
this Stock Option Agreement and the Option provided for herein, this Stock
Option Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, successors, and
assigns.
19. NOTICE
All notices or other communications which may be or are required to be
given by any party to any other party pursuant to this Stock Option Agreement
shall be in writing and shall be mailed by first-class, registered or certified
mail, return receipt requested, postage prepaid, or transmitted by hand delivery
or telecopier (fax), addressed as follows:
If to the Company:
Answerthink, Inc.
1001 Brickell Bay Drive, Suite 3000
Miami, Florida 33131
Attention: Jack Brennan
Telecopy: 305/379-8810
If to Optionee:
At the address set forth below under Optionee's name at the
foot of this Agreement.
Each party may designate by notice in writing a new address to which any notice
or other communication may thereafter be so given. Each notice or other
communication which shall be mailed, delivered or transmitted in the manner
described above, shall be deemed sufficiently given for all purposes at such
time as it is delivered to the addressee with the return receipt, the delivery
receipt, the affidavit of personal courier or, with respect to a telecopy, upon
acknowledgment of receipt thereof and in all cases at such time as delivery is
refused by the addressee upon presentation.
20. ENTIRE AGREEMENT
This Stock Option Agreement and the Plan together constitute the
entire agreement between the parties hereto with respect to the subject matter
hereof. Neither this Stock Option Agreement nor any term hereof may be amended,
waived, discharged or terminated except by a written instrument signed by the
Company and the Optionee; provided, however, that the Company unilaterally may
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waive any provision hereof in writing to the extent that such waiver does not
adversely affect the interests of the Optionee hereunder, but no such waiver
shall operate as or be construed to be a subsequent waiver of the same provision
or a waiver of any other provision hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Stock Option Agreement, or caused this Stock Option Agreement to
be duly executed and delivered in their name and on their behalf, as of the day
and year first above written.
ANSWERTHINK, INC.
By:________________________
OPTIONEE:
___________________________
[Name of Optionee]
ADDRESS FOR NOTICE TO
OPTIONEE:
___________________________
___________________________
___________________________
[Address of Optionee]
Exhibit A: Answerthink, Inc. 1998 Stock Option and Incentive Plan
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