EXHIBIT 10.16
GENERAL EMPLOYMENT ENTERPRISES, INC.
Stock Option Agreement
Under The
General Employment Enterprises, Inc. 1999 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. 1999 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:
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(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, 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
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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 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 DuPage, 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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