Exhibit 10.36
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT dated as of _________, ____, between
DATA SYSTEMS & SOFTWARE INC., a Delaware corporation (the "Company"), and
_________________ (the "Optionee").
Preliminary Statement
The Company's 1994 Stock Option Plan for Outside Directors, as
amended (the "Plan") provides for the grant to any director who is an "outside
director" under the eligibility criteria set forth in the Plan, of an option to
purchase _____ shares of the Company's common stock, par value $.01 per share
("Common Stock"), subject to the Plan and the terms and conditions set forth.
The parties hereto desire to enter into this Agreement in order to set forth the
terms of such option.
Accordingly, the parties hereto agree as follows:
1. Grant of Option. Subject to the Plan and the terms and
conditions of this Agreement, the Company hereby grants to Optionee the option
(the "Option") to purchase from the Company up to _____ shares of Common Stock
at a price per share of $____. The number of shares to which this Option
pertains and the price per share at which this Option may be exercised are
subject to adjustment in accordance with the provisions of Section 6 of the
Plan.
2. Plan Governs Terms of Option. The Option is subject in all
respects to the terms and conditions of the Plan, a copy of which is attached
hereto as Exhibit A.
3. Time of Exercise of Option. This Option may be exercised as
to all ______ shares at any time, or as to any portion thereof from time to
time, after __________, _____, unless this Option has been terminated in
accordance with the provisions of Paragraph 4.
4. Termination of Option. This Option shall immediately
terminate upon the earliest of (i) _________, ____, (ii) the first anniversary
of the date upon which the Optionee ceases to be an Eligible Director (as
defined in Section 3 of the Plan), or (iii) ____ days after the date an Optionee
ceases to be a director.
5. Manner of Exercise. This Option may be exercised by
delivering to the Company a written notice (signed by the Optionee) stating the
number of shares with respect to which the Option is being exercised, together
with full payment of the purchase price therefor in cash or by certified check
payable to the order of the Company or by delivery of certificates evidencing
shares of Common Stock registered in the name of the Optionee (duly endorsed in
blank or with stock powers attached) having a Fair Market Value (determined in
accordance with Section 5(d)(i) of the Plan) at least equal to the aggregate
exercise price of the shares purchasable upon exercise of this option, or a
combination of cash and shares. The Board may require Optionee to remit to the
Company an amount sufficient to satisfy any federal, state or local withholding
tax requirements prior to delivering to Optionee any shares purchased upon
exercise of this Option. This Option may not be exercised with respect to a
fractional share.
6. Restriction on Transfer. This Option may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered except
by will or the law of descent and distribution and during the Optionee's
lifetime may be exercised only by Optionee, or Optionee's guardian or legal
representative.
7. Notice. Any notice or communication to the Company
hereunder shall be in writing and shall be deemed to have been duly given when
delivered in person, or by United States mail, to the following address (or to
such other address as the Company shall from time to time specify):
Data Systems & Software Inc.
200 Route 17
Mahwah, New Jersey 07340
Attention: Secretary
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
DATA SYSTEMS & SOFTWARE INC.
By:_____________________________
Name:
Title:
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Optionee
OPTION EXERCISE FORM
DATA SYSTEMS & SOFTWARE INC.
200 ROUTE 17
MAHWAH, NJ 07430
Gentlemen:
I hereby exercise the following portion of the stock options
that have heretofore been granted to me as follows:
Date of grant_________________________________________________
Exercise price per share $____________________________________
Number of options granted_____________________________________
Number of options held________________________________________
Number of options being exercised hereby____________
In connection with this exercise [check one]:
_____ I enclose my check in the amount of $______________
_____ I am delivering to a broker designated or approved by
the Company irrevocable instructions to (i) sell shares of Common Stock acquired
upon exercise and (ii) promptly deliver to the Company a portion of the proceeds
thereof equal to the exercise price and any applicable withholding taxes.
I hereby agree to execute whatever other documents are
necessary in order to comply with the Plan and any applicable legal requirements
in connection with the issuance of the stock to me pursuant to the Plan.
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Optionee (Signature) Social Security Number
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Please print name
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Date Address