Exhibit 10.2
AMENDED AND RESTATED
OPTION POOL AGREEMENT
This Amended and Restated Option Pool Agreement (this "Agreement") is
entered into effective December 20, 2006 (the "Effective Date") by and between
ENGlobal Corporation f/k/a Industrial Data Systems Corporation, a Nevada
corporation (together with its existing and future subsidiaries, "ENGlobal" or
the "Company"), and Alliance 2000, Ltd., a Texas limited partnership
("Alliance").
RECITALS
Alliance and the Company entered into an Option Pool Agreement on December
21, 2001 in order to provide an incentive for key employees of the Company and
of its subsidiaries to remain in the service of the Company or its subsidiaries,
to extend to them the opportunity to acquire a proprietary interest in the
Company so that they would apply their best efforts for the benefit of the
Company and its subsidiaries, and would aid the Company in attracting able
persons to enter the service of the Company and its subsidiaries.
To accomplish these purposes, Alliance agreed, in accordance with the terms
of an Agreement and Plan of Merger dated July 31, 2001, to give certain current
and future employees of ENGlobal options to acquire up to 2,600,000 shares of
the common stock, par value, $.001 per share (the "Common Stock"), of ENGlobal
held by Alliance, in accordance with the terms of the Option Pool Agreement.
Alliance, the Company, and Optionee wish to amend and restate the terms of
the options granted under the Option Pool Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Option Pool. Alliance hereby agrees to hold _______ shares of Common
Stock, (the "Option Shares") and to extend the term of the options (the
"Alliance Options") that are currently in existence. If any of the options
granted pursuant to this Agreement lapse prior to their exercise, then the
General Partner of Alliance and the Company shall determine, by mutual
agreement, the persons and the amounts in which further options shall be
granted; provided however, at no time shall the Alliance Options (including any
Alliance Options which have been exercised) exceed the right to acquire _______
shares of Common Stock. This Agreement shall terminate on December 21, 2011 (the
"Termination Date").
2. Option Agreements. The options shall be granted pursuant to option
agreements in the form of the agreement set forth on Exhibit A and no changes
may be made in the form or substance of the Option Agreements without the prior
written consent of Alliance and the Company.
3. Reclassification. If ENGlobal at any time shall, by subdivision,
combination or reclassification of securities or otherwise, change any of the
securities covered by the Option Pool into the same or a different number of
securities of any class or classes, or a dividend or other distribution is
issued with respect to the Option Shares, this Agreement shall thereafter
represent a right to grant options with respect to such number and kind of
securities and the dividend or other distribution as were issued as the result
of such change.
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4. Miscellaneous.
(a) Binding. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors or assigns.
There are no third party beneficiaries to this Agreement, and the only
entitlement to receive an option hereunder shall be obtained by the grant of an
actual option agreement. This Agreement shall constitute a contract under the
laws of the State of Texas and shall be construed in accordance with and
governed by the laws of Texas excluding choice of law and conflict of law
principles that direct the application of the laws of a different state. Venue
for any disputes arising under this Agreement shall be in Harris County, Texas,
and the parties agree to submit such disputes to the state and federal courts
therein.
(b) Restrictions. Alliance agrees that it shall, at all times, retain
at least the number of shares for which options have been granted or may be
granted hereunder, and that it shall not sell or transfer shares of Common Stock
to the extent such sale or transfer would reduce the number of Shares that it
holds to fewer shares than are redeemable hereunder.
(c) Waivers and Amendments. This Agreement and any provisions hereof
may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of the same is sought;
provided that any agreement on the part of ENGLOBAL to amend this Agreement must
be approved by a majority of the disinterested directors of ENGLOBAL.
(d) Assignment and Transferability. This Agreement may not be assigned
or transferred to any person or entity without the consent of the other parties.
(e) Legend on Share Certificates. The certificates representing the
Option Shares shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
(I) AN OPTION POOL AGREEMENT TO WHICH THE COMPANY IS A PARTY
AND (II) OPTION AGREEMENTS GRANTING CERTAIN INDIVIDUALS
RIGHTS TO PURCHASE SOME OR ALL OF SUCH SHARES. COPIES OF THE
OPTION POOL AGREEMENT AND THE OPTION AGREEMENTS ARE ON FILE
AT THE PRINCIPAL OFFICES OF THE COMPANY.
(f) Counterparts; Facsimile Signatures, Etc. This Agreement may be
executed by facsimile and in two or more counterparts, each of which shall be
deemed an original and all of which taken together shall constitute one
agreement. Signatures transmitted via facsimile shall be deemed originals for
purposes of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date set forth above.
ALLIANCE 2000, LTD.,
a Texas limited partnership
By: __________________________________
William A. Coskey, General Partner
By: __________________________________
Hulda Coskey, General Partner
ENGlobal CORPORATION,
a Nevada corporation
By: __________________________________
Michael L. Burrow, Chief Executive
Officer
654 N. Sam Houston Pkwy. E
Suite 400
Houston, Texas 77060-5914600
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EXHIBIT A
FORM OF OPTION AGREEMENT