EXHIBIT 10.15
GENERAL EMPLOYMENT ENTERPRISES, INC.
Director Stock Option Agreement
Under The Amended and Restated
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 director of the
Company named below ("Optionee"), for and with respect to common stock of the
Company, no par value ("Common Stock"), in accordance with the provisions for
grants to non-employee directors, under the Amended and Restated General
Employment Enterprises, Inc. 1997 Stock Option Plan, as approved by the
majority of shareholders on February 26, 2007, subject to the following terms
and conditions:
1. Grant. Subject to the provisions set forth herein and the terms
and conditions of the Amended and Restated 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
1
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 directorship with the Company (i) is terminated by
the Company and/or its shareholders 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 directorship.
(b) if Optionee's directorship 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 directorship,
shall become exercisable and shall expire on the earlier of the first
anniversary of the date of such termination of directorship 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 directorship 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.
2
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 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 Directorship. Nothing herein confers or shall
confer on Optionee any right to continue in the directorship of the Company
nor shall interfere with the Company's and/or its shareholders' right to
terminate the directorship 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.
3
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: ____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Chief Executive Officer
and Chairman of the Board
The undersigned hereby accepts the foregoing Option and the terms and
conditions hereof.
_______________ ____________________________________
Date Optionee
4