Exhibit 99.01
GENERAL EMPLOYMENT ENTERPRISES, INC.
Stock Option Agreement
Under The
General Employment Enterprises, Inc. 1997 Stock Option Plan
A Stock Option ("Option") is hereby granted by General Employment
Enterprises, Inc., an Illinois corporation ("Company"), to the officer of
the Company named below ("Optionee"), for and with respect to common stock
of the Company, no par value ("Common Stock"), subject to the following
terms and conditions:
1. Grant. Subject to the provision set forth herein and the terms
and conditions of the General Employment Enterprises, Inc. 1997 Stock
Option Plan ("Plan"), the terms of which are hereby incorporated by
reference, and in consideration of the agreements of Optionee herein
provided, the Company hereby grants to Optionee an option to purchase from
the Company the number of shares of Common Stock, at the purchase price per
share, and on the schedule, set forth below. At the time of exercise of
the Option, payment of the entire purchase price shall be made pursuant to
terms of the Plan.
Name of Optionee:
Type of Option:
Number of Shares
Subject to Option:
Option Price per Share:
Date of Grant:
Exercise Schedule:
Number of Shares Commencement Expiration
Subject to Option Date Date
The grant of the Option is conditioned upon the acceptance by
Optionee of the terms hereof as evidenced by his execution of this
Agreement in the space provided therefor at the end hereof and the return
of an executed copy to the Secretary of the Company no later than _________.
2. Prior Termination. Except as provided in Section 2(b) below,
the Option shall not be exercisable prior to the Commencement Date set
forth in Section 1 above. Notwithstanding the Expiration Date set forth in
Section 1 above:
(a) if Optionee's employment with the Company (i) is terminated
by the Company for any reason; or (ii) is voluntarily terminated by the
Optionee for any reason other than; (I) termination on or after attaining
age 55, (II) death or (III) disability, the Option shall expire on the
ninetieth (90) day after such termination of employment.
(b) if Optionee's employment with the Company terminates on or
after attaining age 55; or by reason of disability or death, the Option, if
not already exercisable on the date of such termination of employment,
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shall become exercisable and shall expire on the earlier of the first
anniversary of the date of such termination of employment or the date the
Option expires in accordance with Section 1 above. During such period the
Option may be exercised by Optionee with respect to the same number of
shares of Common Stock, in the same manner, and to the same extent, as if
Optionee had continued employment during such period; provided that if such
termination occurs by reason of death, the Option shall be exercisable, in
whole or in part, by a legatee or legatees of the Option under Optionee's
will, or by his executors, personal representatives or distributees.
3. Transferability. The Option may be exercised only by Optionee
during his lifetime, except as provided in Section 2, above, and may not be
transferred other than by will or the applicable laws of descent or
distribution. The Option shall not otherwise be transferred, assigned,
pledged or hypothecated for any purpose whatsoever and is not subject, in
whole or in part, to execution, attachment, or similar process. Any
attempted assignment, transfer, pledge or hypothecation or other
disposition of the Option, other than in accordance with the terms set
forth herein, shall be void and of no effect.
4. Notice of Exercise. Written notice of an election to exercise
any portion of the Option, specifying the portion thereof being exercised,
in 1,000 share increments, (or in such smaller number representing all of
the shares subject to the unexercised portion of the Option) and the
exercise date, shall be given by Optionee, or his personal representative
in the event of Optionee's death (i) by delivering such notice at the
principal executive offices of the Company no later than the exercise date,
or (ii) by mailing such notice, postage prepaid, addressed to the Secretary
of the Company at the principal executive offices of the Company at least
three business days prior to the exercise date.
5. Shareholder Status. Neither Optionee nor any other person
entitled to exercise the Option under the terms hereof shall be, or have
any of the rights or privileges of, a shareholder of the Company in respect
of any of the shares of Common Stock issuable on exercise of the Option,
unless and until the purchase price for such shares shall have been paid in
full pursuant to the terms of the Plan.
6. Cancellation or Adjustment. In the event the Option shall be
exercised in whole, this Agreement shall be surrendered to the Company for
cancellation. In the event the Option shall be exercised in part, or a
change in the number or designation of the Common Stock shall be made, this
Agreement shall be delivered by Optionee to the Company for the purpose of
making the appropriate notation thereon, or of otherwise reflecting, in
such manner as the Company shall determine, the partial exercise or the
change in the number or designation of the Common Stock. In the event of
any Common Stock dividend, split up, recapitalization, merger,
consolidation, combination, or exchange of shares of Common Stock,
separation, reorganization or liquidation occurring after the date of this
Agreement, the Committee will adjust the aggregate price to be paid or the
aggregate number and class of shares of Common Stock to be received by
Optionee pursuant to an Option.
7. Administration. The Option shall be exercised in accordance
with such administrative regulations as the Committee established by the
Plan to administer the Plan, shall from time to time adopt.
8. Governing Law. The Option and this Agreement shall be
construed, administered and governed in all respects under and by the laws
of the State of Illinois. The Company and the Optionee agree that the
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jurisdiction and venue for any disputes arising under, or any action
brought to enforce (or otherwise relating to) this Agreement shall be
exclusively in the courts in the State of Illinois, County of Du Page,
including the Federal Courts located therein (should Federal jurisdiction
exist), and the Company and the Employee hereby submit and consent to said
jurisdiction and venue.
9. No Guaranty of Employment. Nothing herein confers or shall
confer on Optionee any right to continue in the employment of the Company
nor shall interfere with the Company's right to terminate the employment of
Optionee at any time.
10. Notices to Optionee. Any notices by the Company to Optionee
shall be deemed given when personally delivered to Optionee, or three
business days after mailed to Optionee by first-class mail, postage
prepaid, to Optionee's last address on the employee records of the Company.
11. The Plan. The terms of this Agreement shall be subject to the
terms of the Plan. In the case of any conflict between the terms of this
Agreement and the terms of the Plan, the terms of the Plan shall control.
12. Counterparts. The parties may execute this Agreement in one
or more counterparts, all of which together shall constitute but one
Agreement.
GENERAL EMPLOYMENT ENTERPRISES, INC.
By:____________________________________
Xxxxxxx X. Xxxxxx, Xx., Chief Executive Officer
and Chairman of the Board
The undersigned hereby accepts the foregoing Option and the terms and
conditions hereof.
_______________ ____________________________________
Date Optionee
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