Exhibit 4.2
NON-QUALIFIED STOCK OPTION AGREEMENT
OPTION TO PURCHASE COMMON STOCK
OF
SM&A CORPORATION
VOID AFTER
__________________
THIS STOCK OPTION AGREEMENT (this "Option Agreement") SUPERSEDES AND REPLACES
ANY PREVIOUS SPACE APPLICATIONS CORPORATION STOCK OPTION AGREEMENT PREVIOUSLY
DELIVERED TO HOLDER (AS DEFINED HEREIN). THE TERMS AND CONDITIONS OF THE OPTION
SHALL BE GOVERNED BY THE 1995 SPACE APPLICATIONS CORPORATION NONQUALIFIED STOCK
OPTION PLAN (THE "PLAN"). ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF THE
PLAN AND THOSE CONTAINED HEREIN SHALL BE RESOLVED IN FAVOR OF THE PLAN.
This certifies that ________________________________ ("Holder") is entitled
to purchase from SM&A Corporation, a California corporation (the "Corporation"):
_____________________________________________
shares of Common Stock of the Corporation (the "Shares"), subject to the terms
and conditions of the Plan and such additional terms and conditions contained
herein. A copy of the Plan is attached hereto as Exhibit "A". Capitalized
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terms not otherwise defined herein shall have such definition as is set forth in
the Plan. The number of shares of Common Stock purchasable hereunder may be
adjusted upon the occurrence of certain events, as specified in the Plan. The
Option granted under this Option Agreement is not intended to be an "incentive
stock option" as set forth in Section 422 of the Internal Revenue Code of 1986,
as amended.
The purchase price to be paid for the Shares upon the exercise of all or
any portion of this Option shall be:
($ )
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per share of Common Stock purchased (the "Purchase Price").
1. Date of Grant: ______________________
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2. Exercise of Options; Vesting
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Holder may exercise this Option at any time until 5:00 P.M. California time
on:
______________________ (the "Expiration Date"),
in accordance with the vesting schedule set forth below by delivery to the
Corporation, at its principal office, of:
(a) this Option Agreement;
(b) the Exercise Form, attached to this Option Agreement, duly executed
and specifying the number of Shares of Common Stock to be purchased
hereunder; and
(c) cash or a certified or official bank check payable to the order of the
Corporation in the amount of the aggregate Purchase Price for the
number of Shares to be purchased.
Upon receipt thereof, the Corporation shall, as promptly as practicable,
and in any event within 30 days thereafter, cause to be executed and delivered
to Holder a certificate or certificates for the aggregate number of the Shares
issuable upon such exercise. If this Option shall have been exercised only in
part of the total number of vested options, the Corporation shall, at the time
of delivery of such certificate or certificates, deliver to Holder a new Option
evidencing the rights of Holder to purchase the remaining Shares of Common Stock
called for by this Option, pursuant to the same terms and conditions and with
the same restrictions specified herein, and which new Option shall be of like
tenor to this Option. The Corporation shall pay all expenses, taxes and other
charges payable in connection with the preparation, issuance and delivery of
stock certificates.
All Shares of Common Stock issuable upon the exercise of this Option will
be validly issued, fully paid and nonassessable.
The Option shall vest in accordance with the following Vesting Schedule:
3. Lost, Stolen, Mutilated or Destroyed Option.
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If this Option is lost, stolen, mutilated or destroyed, the Corporation
may, on such terms as to indemnify or otherwise as the Corporation may in its
discretion impose (which shall, in the case of a mutilated Option, include the
surrender thereof), issue a new Option of like denomination, tenor and date as
this Option.
4. Restrictions on Transfer; Compliance with Securities Act.
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Neither this Option nor the right to purchase shares of Common Stock upon
exercise of this Option may be transferred by Holder in whole or in part except
that this Option may be exercised by Holder's conservator, trustee or estate
subject to all the terms and conditions set forth therein. To
the extent not exercised by Holder on the Expiration Date, this Option and all
rights hereunder shall expire and the Option and such rights shall thereupon
automatically be cancelled and shall cease to exist. Common Stock issued upon
valid exercise of this Option in whole or in part shall not be transferable by
Holder other than in accordance with the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder, together with applicable state
securities laws.
5. Notices.
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Any notice or other document required or permitted to be given or delivered
to Holder shall be deemed given to him if given at the following address:
Holder: ________________________
________________________
________________________
Any such notice or other document shall be mailed first-class, postage prepaid,
to such address or such other address as shall have been furnished to the
Corporation in writing by Holder. Any notice or other document required or
permitted to be given or delivered to the Corporation shall be mailed first-
class, postage prepaid, to the Corporation at its principal executive offices at
0000 XxxXxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attention:
Chief Financial Officer.
6. Applicable Law.
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This Option shall be construed and enforced in accordance with and governed
by the laws of the State of California.
7. Headings.
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The headings herein are for convenience only and are not part of this
Option and shall not affect the interpretation hereof.
IN WITNESS WHEREOF, the Corporation has caused this Option to be executed
in its name by its President and Secretary, thereunto duly authorized.
SM&A CORPORATION,
a California corporation
By: ___________________________________
Xxxxxxx X. Xxxxxxx, President
By: ___________________________________
Xxxxxx X. Xxxxxx, Secretary
