<PAGE>
As filed with the Securities and Exchange Commission on June 22, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------
CONDOR TECHNOLOGY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1814931
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
170 Jennifer Road; Suite 325
Annapolis, Maryland 21401
(Address of Principal Executive Offices) (Zip Code)
-------------------------------------
CONDOR TECHNOLOGY SOLUTIONS, INC.
1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
------------------------------------
Kennard F. Hill WITH A COPY TO:
Chief Executive Officer D. Scott Freed, Esquire
Condor Technology Solutions, Inc. Whiteford, Taylor & Preston L.L.P.
170 Jennifer Road; Suite 325 Seven Saint Paul Street
Annapolis, Maryland 21401 Baltimore, Maryland 21202
(410) 266-8700 (410) 347-8700
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock (par 1,649,190(1) $13.0315(2) $21,491,419(2) $6,726.81(2)
value $.01 per share) ------------ -------------------- -------------------- -----------------
</TABLE>
(1) Together with an indeterminable number of additional shares in order to
adjust the number of shares reserved for issuance pursuant to the plan as the
result of a stock split, stock dividend or similar transaction affecting the
common stock, pursuant to 17 C.F.R. Section 230.416.
(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share,
proposed maximum aggregate offering price and the amount of the registration fee
are based upon the average of the high and low prices reported on the Nasdaq
National Market on June 15, 1998 of $13.125, and $12.938 per share,
respectively.
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of registered securities will
begin as soon as possible after such effective date.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed or to be filed with the
Commission, are, or shall be deemed to be, incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997.
(b) The Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.
(c) The description of the common stock, par value $.01 per share (the
"Common Stock"), of the Registrant contained in its Registration Statement on
Form S-1, and amendments thereto (File No. 333-37179), which is incorporated by
reference into its Registration Statement on Form 8-A (File No. 0-23635) filed
by the Registrant pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(d) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. The documents required to be so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
II-2
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's By-Laws provide that the Company shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), as amended from time to time, indemnify all persons whom
it may indemnify pursuant thereto.
Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors, officers, employees or
agents in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnity for such adjudication of
liability.
Article Seven of the Company's Certificate of Incorporation provides
that the Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the DGCL, which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions, or (d) for transactions from which
directors derive improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-3
<PAGE>
Item 8. Exhibits.
See Exhibit Index on Page II-8.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the
II-4
<PAGE>
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Annapolis, State of Maryland, on June 22, 1998.
CONDOR TECHNOLOGY SOLUTIONS, INC.
By:/s/ Kennard F. Hill
-------------------------------------------------
Kennard F. Hill,
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director whose signature
appears below constitutes and appoints Daniel J. Roche and William J. Caragol,
Jr., or either of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign for the undersigned any and all
amendments or post-effective amendments to this Registration Statement on Form
S-8 relating to the issuance of Common Stock of the Registrant and participation
interests in the Plan, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission.
We hereby confirm all acts taken by such agents and attorneys-in-fact, or any
one or more of them, as herein authorized.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Kennard F. Hill Chairman of the Board and June 22, 1998
- ------------------- Chief Executive Officer
Kennard F. Hill (principal executive officer)
/s/ Daniel J. Roche President and Chief Operating June 22, 1998
- ------------------- Officer
Daniel J. Roche
/s/ William J. Caragol, Jr. Vice President and Chief June 22, 1998
- --------------------------- Financial Officer (principal
William J. Caragol, Jr. financial and accounting officer)
/s/ C. Lawrence Meador Director June 22, 1998
- ----------------------
C. Lawrence Meador
/s/ Peter T. Garahan Director June 22, 1998
- --------------------
Peter T. Garahan
II-6
<PAGE>
/s/ Ann Torre Grant Director June 22, 1998
- -------------------
Ann Torre Grant
/s/ William E. Hummel Director June 22, 1998
- ---------------------
William E. Hummel
/s/ Dennis E. Logue Director June 22, 1998
- ---------------------
Dennis E. Logue
/s/ Edward J. Mathias Director June 22, 1998
- ---------------------
Edward J. Mathias
/s/ William M. Newport Director June 22, 1998
- ----------------------
William M. Newport
II-7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Condor Technology Solutions, Inc. 1997 Long-Term Incentive Plan, as
amended (the "Plan")
4.2 Form of Stock Option Agreement under the Plan
5.1 Opinion of Whiteford, Taylor & Preston L.L.P. (contains Consent of
Counsel).
23.1 Consent of Whiteford, Taylor & Preston L.L.P. (contained in Exhibit
5.1 filed herewith).
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included in signature page)
- ------------------------------------
II-8
<PAGE>
EXHIBIT 4.1
Condor Technology Solutions, Inc. 1997 Long-Term Incentive Plan
<PAGE>
AMENDED AND RESTATED
CONDOR TECHNOLOGY SOLUTIONS, INC.
1997 LONG-TERM INCENTIVE PLAN
1. Purpose. The purpose of this 1997 Long-Term Incentive Plan (the
"Plan") of Condor Technology Solutions, Inc., a Delaware corporation (the
"Company"), is to advance the interests of the Company and its stockholders by
providing a means to attract, retain, motivate and reward executive officers,
key employees, directors and consultants of and service providers to the Company
and its subsidiaries (including consultants and others providing services of
substantial value) and to enable such persons to acquire or increase their
proprietary interest in the Company, thereby promoting a closer identity of
interests between such persons and the Company's stockholders.
2. Definitions. The definitions of awards under the Plan, including
Options, SARs (including Limited SARs), Restricted Stock, Deferred Stock, Stock
granted as a bonus in lieu of other awards, Dividend Equivalents and Other
Stock-Based Awards are set forth in Section 6 of the Plan. Such awards,
together with any other right or interest granted to a Participant under the
Plan, are termed "Awards." for purposes of the Plan, the following additional
terms shall be defined as set forth below:
(a) "Award Agreement" means any written agreement, contract, notice
or other instrument or document evidencing an Award.
(b) "Beneficiary" shall mean the person, persons, trust or trusts
which have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the benefits
specified under the Plan upon such Participant's death or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.
(c) "Beneficial Owner" and related terms shall have the meaning
ascribed under Section 13(d) of the Exchange Act, including Rule 13d-3, and any
successor thereto.
(d) "Board" means the Board of Directors of the Company.
(e) A "Change in Control" shall be deemed to have occurred if:
<PAGE>
(i) any person, other than the Company or an employee benefit
plan of the Company, acquires a voting security of the company and
thereafter is, directly or indirectly, the Beneficial Owner of voting
securities representing 50 percent or more of the total voting power of all
of the then-outstanding voting securities of the Company;
(ii) the following individuals no longer constitute a majority of the
members of the Board: (a) the individuals who, as of the closing date of
the Initial Public Offering, constitute the board (the "Original
Directors"); (B) the individuals who thereafter are elected to the Board
and whose election, or nomination for election, to the Board was approved
by a vote of at least two-thirds (2/3) of the Original Directors then still
in office (such directors becoming "Additional Original Directors"
immediately following their election); and (C) the individuals who are
elected to the Board and whose election, or nomination for election, to the
Board was approved by a vote of at least two-thirds (2/3) of the Original
Directors and Additional Original Directors then still in office (such
directors also becoming "Additional Original Directors" immediately
following their election);
(iii) the stockholders of the Company approve a merger,
consolidation, recapitalization or reorganization of the Company, or a
reverse stock split of outstanding voting securities, or consummation of
any such transaction if stockholder approval is not obtained, other than
any such transaction which would result in at least 75 percent of the total
voting power represented by the voting securities of the surviving entity
outstanding immediately after such transaction being Beneficially Owned by
at least 75 percent of the holders of outstanding voting securities of the
Company immediately prior to the transaction, with the voting power of each
such continuing holder relative to other such continuing holders not
substantially altered in the transaction; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets.
(f) "Code" means the Internal Revenue Code of 1986, as amended from
time to time. References to any provision of the Code shall be deemed to
include regulations thereunder and successor provisions and regulations thereto.
(g) "Committee" means the Compensation Committee of the Board, or
such other Board committee as may be designated by the Board to administer the
Plan; provided, however, that the Committee shall consist solely
2
<PAGE>
of two or more directors. In appointing members of the Committee, the Board
will consider whether each member will qualify as a "Non-Employee Director"
within the meaning of Rule 16b-3(b)(3) and as an "outside director" within the
meaning of Treasury Regulation 1.162-27(e)(3) under Code Section 162(m), but
such members are not required to so qualify at the time of appointment or during
their term of service on the Committee.
(h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange Act
shall be deemed to include rules thereunder and successor provisions and rules
thereto.
(i) "Fair Market Value" means, with respect to Stock, Awards or other
property, the fair market value of such Stock, Awards or other property
determined by such methods or procedures as shall be established from time to
time by the Committee; provided, however, that (i) if the Stock is listed on a
national securities exchange or quoted in an interdealer quotation system, the
Fair Market Value of such Stock on a given date shall be based upon the last
sales price or, if unavailable, the average of the closing bid and asked prices
per share of the Stock on such date (or, if there was no trading or quotation in
the Stock on such date, on the next preceding date on which there was trading or
quotation) as reported in the Wall Street Journal (or other reporting service
approved by the Committee), (ii) the "Fair Market Value" of Stock subject to
Options granted effective upon commencement of the Initial Public Offering shall
be the Initial Public Offering price of the shares so issued and sold in the
Initial Public Offering, as set forth in the first final prospectus used in such
offering (the provisions of clause (i) notwithstanding) and (iii) the "Fair
Market Value" of Stock prior to the date of the Initial Public Offering shall be
as determined by the Board of Directors.
(j) "Initial Public Offering" shall mean the Company's first public
offering of shares of Stock in a firm commitment underwriting registered with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended.
(k) "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.
(l) "Non-Employee Director" means a director of the Company who is
not, at the time an Option is to be granted under Section 8(a) or (b) (or, in
the case of an Option granted under Section 8(a)(i) in connection with the
Initial Public Offering, who is not at the date the Initial Public Offering is
closed), an employee of the Company or any subsidiary of the Company.
3
<PAGE>
(m) "Non-Employee Director Initial Option" or "Annual Option" means
an Option to purchase the number of shares specified in or under Section 8(a) or
(b), subject to adjustment as provided in Section 4(c), granted to a
Non-Employer Director.
(n) "Participant" means a person who, at a time when eligible under
Section 5 hereof, has been granted an Award under the Plan.
(o) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.
(p) "Stock" means the Common Stock, $.01 par value, of the Company
and such other securities as may be substituted or resubstituted for Stock
pursuant to Section 4.
3. Administration
(a) Authority of the Committee. Except as otherwise provided below,
the Plan shall be administered by the Committee. The Committee shall have full
and final authority to take the following actions, in each case subject to and
consistent with the provisions of the Plan:
(i) to select persons to whom Awards may be granted;
(ii) to determine the type or types of Awards to be granted to
each such person;
(iii) to determine the number of Awards to be granted, the
number of shares of Stock to which an Award will relate, the terms and
conditions of any Award granted under the Plan (including, but not limited to,
any exercise price, grant price or purchase price, any restriction or condition,
any schedule for lapse of restrictions or conditions relating to transferability
or forfeiture, exercisability or settlement of an Award, and waivers or
accelerations thereof, performance conditions relating to an Award (including
waivers and modifications thereof), based in each case on such considerations as
the Committee shall determine), and all other matters to be determined in
connection with an Award;
(iv) to determine whether, to what extent and under what
circumstances an Award may be settled, or the exercise price of an Award may be
paid, in cash, Stock, other Awards or other property, or an Award may be
cancelled, forfeited or surrendered;
4
<PAGE>
(v) to determine whether, to what extent and under what
circumstances cash, Stock, other Awards or other property payable with respect
to an Award will be deferred either automatically, at the election of the
Committee or at the election of the Participant;
(vi) to prescribe the form of each Award Agreement, which need
not be identical for each Participant;
(vii) to adopt, amend, suspend, waive and rescind such rules
and regulations and appoint such agents as the Committee may deem necessary or
advisable to administer the Plan;
(viii) to correct any defect or supply any omission or
reconcile any inconsistency in the Plan and to construe and interpret the Plan
and any Awards, rules and regulations, Award Agreement or other instrument
hereunder; and
(ix) to make all other decisions and determinations as may be
required under the terms of the Plan or as the Committee may deem necessary or
advisable for the administration of the Plan.
Other provisions of the Plan notwithstanding, the Board shall perform the
functions of the Committee for purposes of granting Awards (subject to the
Section 8, which provides for certain automatic grants) to Non-Employee
Directors, and the Board may perform any function of the Committee under the
Plan for any other purpose, including without limitation for the purpose of
ensuring that transactions under the Plan by Participants who are then subject
to Section 16 of the Exchange Act in respect of the Company are exempt under
Rule 16b-3. In any case in which the Board is performing a function of the
Committee under the Plan, each reference to the Committee herein shall be deemed
to refer to the Board, except where the context otherwise requires.
(b) Manner of Exercise of Committee Authority. Any action of the
Committee with respect to the Plan shall be final, conclusive and binding on all
persons, including the Company, subsidiaries of the Company, Participants, any
person claiming any rights under the Plan from or through any Participant and
stockholders, except to the extent the Committee may subsequently modify, or
take further action not consistent with, its prior action. If not specified in
the Plan, the time at which the Committee must or may make any determination
shall be determined by the Committee, and any such determination may thereafter
be modified by the Committee (subject to Section 9(e)). The express grant of
any specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority of the
Committee. The Committee may delegate to officers or managers of
5
<PAGE>
the Company or any subsidiary of the Company the authority, subject to such
terms as the Committee shall determine, to perform such functions as the
Committee may determine, to the extent permitted under applicable law.
(c) Limitation of Liability. Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him by any officers or other employee of the Company or any
subsidiary, the Company's independent certified public accounts or any executive
compensation consultant, legal counsel or other professional retained by the
Company to assist in the administration of the Plan. No member of the
Committee, or any officer or employee of the Company acting on behalf of the
Committee, shall be personally liable for any action, determination or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Committee and any officer or employee of the Company acting on
its behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to any such action, determination or
interpretation.
4. Stock Subject to Plan.
(a) Amount of Stock Reserved. The total amount of Stock that may be
subject to outstanding Awards, determined as of the time immediately after the
grant of any Award, shall not exceed 15% of the total number of shares of Stock
then outstanding, minus the number of shares previously issued pursuant to
awards granted under the Plan. The foregoing notwithstanding, the number of
shares that may be delivered upon the exercise of ISOs shall not exceed
1,000,000 (subject to adjustment as provided in Section 4(c)), provided,
however, that shares subject to ISOs, Restricted Stock or Deferred Stock Awards
shall not be deemed delivered if such Awards are forfeited, expire or otherwise
terminate without delivery of shares to the Participant. If an Award valued by
reference to Stock may only be settled in cash, the number of shares to which
such Award relates shall be deemed to be Stock subject to such Award for
purposes of this Section 4(a). Any shares of Stock delivered pursuant to an
Award may consist, in whole or in part, of authorized and unissued shares,
treasury shares or shares acquired in the market for a Participant's Account.
(b) Annual Per-Participant Limitations. During any calendar year, no
Participant may be granted Options and SARs exercisable for more than 400,000
shares of Stock and Awards other than Options and SARs that may be settled by
delivery of more than 200,000 shares of Stock, subject to adjustment as provided
in Section 4(c). In addition, with respect to Awards that may be settled in
cash (in whole or in part), no Participant may be paid during any calendar year
cash amounts relating to such Awards that exceed the greater of the Fair Market
Value of the shares of Stock at the date of grant or the date of
6
<PAGE>
settlement of Award. This provision sets forth separate limitations, so that
Awards that may be settled solely by delivery of Stock will not operate to
reduce the amount of cash-only Awards, and vice versa; nevertheless, Awards that
may be settled in Stock or cash must not exceed any applicable limitation.
(c) Adjustments. In the event that the Committee shall determine
that any recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Stock or other
securities, Stock dividend or other special, large and non-recurring dividend or
distribution (whether in the form of cash, securities or other property),
liquidation, dissolution or other similar corporate transaction or event,
affects the Stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of shares of Stock reserved and available for Awards
under Section 4(a), including shares reserved for ISOs and Restricted and
Deferred Stock, (ii) the number and kind of shares of Stock specified in the
Annual Per-Participant Limitations under Section 4(b), (iii) the number and kind
of shares of Stock to be subject to Non-Employee Director Initial and Annual
Options thereafter granted, (iv) the number and kind of shares of outstanding
Restricted Stock or other outstanding Award in connection with which shares have
been issued, (v) the number and kind of shares that may be issued in respect of
other outstanding Awards and (vi) the exercise price, grant price or purchase
price relating to any Award (or, if deemed appropriate, the Committee may make
provision for a cash payment with respect to any outstanding Award). In
addition, the Committee is authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, events described in the
preceding sentence) affecting the Company or any subsidiary or the financial
statements of the Company or any subsidiary, or in response to changes in
applicable laws, regulations, or accounting principles. The foregoing
notwithstanding, no adjustments shall be authorized under this Section 4(c) with
respect to ISOs or SARs in tandem therewith to the extent that such authority
would cause the Plan to fail to comply with Section 422(b)(1) of the Code.
5. Eligibility. Executive officers and key employees of the Company and
its subsidiaries, including any director or officer who is also such an
executive officer or key employee, directors of the Company, and persons who
provide consulting or other services to the Company deemed by the Committee to
be of substantial value to the Company, are eligible to be granted Awards under
the Plan. In addition, a person who has been offered employment by the Company
or its subsidiaries or agreed to become a director of the Company (including as
provided in Section 8(a)(i) is eligible to be granted an Award under the Plan;
provided, however, that such Award shall be
7
<PAGE>
cancelled if such person fails to commence such employment or service as a
director, and no payment of value may be made in connection with such Award
until such person has commenced such employment or service.
6. Specific Terms of Awards.
(a) General. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Committee may impose on any Award or
the exercise thereof such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall determine, including terms
requiring forfeiture of Awards in the event of termination of employment or
service of the Participant. The Committee shall retain full power and
discretion to accelerate, waive or modify, at any time, any term or condition of
an Award that is not mandatory under the Plan. Except as expressly provided by
the Committee (including for purposes of complying with requirements of the
Delaware General Corporation Law relating to lawful consideration for issuance
of shares), no consideration other than services will be required for the grant
(but not the exercise) of any Award.
(b) Options. The Committee is authorized to grant Options (including
"reload" options automatically granted to offset specified exercises of Options)
on the following terms and conditions ("Options"):
(i) Exercise Price. The exercise price per share of Stock
purchasable under an Option shall be determined by the Committee; provided,
however, that, except as provided in Section 7(a), such exercise price
shall be no less than the Fair Market Value of a share on the date of grant
of such Option.
(ii) Time and Method of Exercise. The Committee shall determine the
time or times at which an Option may be exercised in whole or in part, the
methods by which such exercise price may be paid or deemed to be paid, the
form of such payment, including, without limitation, cash, Stock, other
Awards or awards granted under other Company plans or other property
(including notes or other contractual obligations of Participants to make
payment on a deferred basis, such as through "cashless exercise"
arrangements, to the extent permitted by applicable law), and the methods
by which Stock will be delivered or deemed to be delivered to Participants.
(iii) ISOs. The terms of any ISO granted under the Plan shall
comply in all respects with the provisions of Section 422 of the Code,
including but not limited to the requirement that no ISO shall be
8
<PAGE>
granted more than 10 years after the effective date of the Plan. Anything
in the Plan to the contrary notwithstanding, no term of the Plan relating
to ISOs shall be interpreted, amended, or altered, nor shall any discretion
or authority granted under the Plan be exercised, so as to disqualify
either the Plan or any ISO under Section 422 of the Code, unless requested
by the affected Participant.
(c) Stock Appreciation Rights. The Committee is authorized to grant
SARs on the following terms and conditions ("SARs"):
(i) Right to Payment. An SAR shall confer on the Participant to whom
it is granted a right to receive, upon exercise thereof, the excess of (A)
the Fair Market Value of one share of Stock on the date of exercise (or, if
the Committee shall so determine in the case of any such right other than
one related to an ISO, the Fair Market Value of one share at any time
during a specified period before or after the date of exercise), over (B)
the grant price of the SAR as determined by the Committee as of the date of
grant of the SAR, which, except as provided in Section 7(a), shall be not
less than the Fair Market Value of one share of Stock on the date of grant.
(ii) Other Terms. The Committee shall determine the time or times at
which an SAR may be exercised in whole or in part, the method of exercise,
method of settlement, form of consideration payable in settlement, method
by which Stock will be delivered or deemed to be delivered to Participants,
whether or not an SAR shall be in tandem with any other Award, and any
other terms and conditions of any SAR. Limited SARs that may only be
exercised upon the occurrence of a Change in Control may be granted on such
terms, not inconsistent with this Section 6(c), as the Committee may
determine. Limited SARs may be either freestanding or in tandem with other
Awards.
(d) Restricted Stock. The Committee is authorized to grant
Restricted Stock on the following terms and conditions ("Restricted Stock"):
(i) Grants and Restrictions. Restricted Stock shall be subject to
such restrictions on transferability and other restrictions, if any, as the
Committee may impose, which restrictions may lapse separately or in
combination at such times, under such circumstances, in such installments,
or otherwise, as the Committee may determine. Except to the extent
restricted under the terms of the Plan and any Award Agreement relating to
the Restricted Stock, a Participant
9
<PAGE>
granted Restricted Stock shall have all of the rights of a stockholder
including, without limitation, the right to vote Restricted Stock or the
right to receive dividends thereon.
(ii) Forfeiture. Except as otherwise determined by the Committee,
upon termination of employment or service (as determined under criteria
established by the Committee) during the applicable restriction period,
Restricted Stock that is at that time subject to restrictions shall be
forfeited and reacquired by the Company; provided, however, that the
Committee may provide, by rule or regulation or in any Award Agreement, or
may determine in any individual case, that restrictions or forfeiture
conditions relating to Restricted Stock will be waived in whole or in part
in the event of termination resulting from specified causes.
(iii) Certificates for Stock. Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing Restricted Stock are registered in the name of
the Participant, such certificates may bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted
Stock, the Company may retain physical possession of the certificate, in
which case the Participant shall be required to have delivered a stock
power to the Company, endorsed in blank, relating to the Restricted Stock.
(iv) Dividends. Dividends paid on Restricted Stock shall be either
paid at the dividend payment date in cash or in shares of unrestricted
Stock having a Fair Market Value equal to the amount of such dividends, or
the payment of such dividends shall be deferred and/or the amount or value
thereof automatically reinvested in additional Restricted Stock, other
Awards, or other investment vehicles, as the Committee shall determine or
permit the Participant to elect. Stock distributed in connection with a
Stock split or Stock dividend, and other property distributed as a
dividend, shall be subject to restrictions and a risk of forfeiture to the
same extent as the Restricted Stock with respect to which such Stock or
other property has been distributed, unless otherwise determined by the
Committee.
(c) Deferred Stock. The Committee is authorized to grant Deferred
Stock subject to the following terms and conditions ("Deferred Stock"):
(i) Award and Restrictions. Delivery of Stock will occur upon
expiration of the deferral period specified for an Award of Deferred
10
<PAGE>
Stock by the Committee (or, if permitted by the Committee, as elected by
the Participant). In addition, Deferred Stock shall be subject to such
restrictions as the Committee may impose, if any, which restrictions may
lapse at the expiration of the deferral period or at earlier specified
times, separately or in combination, in installments or otherwise, as the
Committee may determine.
(ii) Forfeiture: Except as otherwise determined by the Committee,
upon termination of employment or service (as determined under criteria
established by the Committee) during the applicable deferral period or
portion thereof to which forfeiture conditions apply (as provided in the
Award Agreement evidencing the Deferred Stock), all Deferred Stock that is
at that time subject to such forfeiture conditions shall be forfeited;
provided, however, that the Committee may provide, by rule or regulation or
in any Award Agreement, or may determine in any individual case, that
restrictions or forfeiture conditions relating to Deferred Stock will be
waived in whole or in part in the event of termination resulting from
specified causes.
(f) Bonus Stock and Awards in Lieu of Cash Obligations. The
Committee is authorized to grant Stock as a bonus, or to grant Stock or other
Awards in lieu of Company obligations to pay cash under other plans or
compensatory arrangements.
(g) Dividend Equivalents. The Committee is authorized to grant
Dividend Equivalents entitling the Participant to receive cash, Stock, other
Awards or other property equal in value to dividends paid with respect to a
specified number of shares of Stock ("Dividend Equivalents"). Dividend
Equivalents may be awarded on a free-standing basis or in connection with
another Award. The Committee may provide that Dividend Equivalents shall be
paid or distributed when accrued or shall be deemed to have been reinvested in
additional Stock, Awards or other investment vehicles, and subject to such
restrictions on transferability and risks of forfeiture, as the Committee may
specify.
(h) Other Stock-Based Awards. The Committee is authorized, subject
to limitations under applicable law, to grant such other Awards that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Stock and factors that may influence the
value of Stock, as deemed by the Committee to be consistent with the purposes of
the Plan, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Stock, purchase rights
for Stock, Awards with value and payment contingent upon performance of the
Company or any other factors designated by the Committee and Awards
11
<PAGE>
valued by reference to the book value of Stock or the value of securities of or
the performance of specified subsidiaries ("Other Stock-Based Awards"). The
Committee shall determine the terms and conditions of such Awards. Stock issued
pursuant to an Award in the nature of a purchase right granted under this
Section 6(h) shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Stock,
other Awards or other property, as the Committee shall determine. Cash awards,
as an element of or supplement to any other Award under the Plan, may be granted
pursuant to this Section 6(h).
7. Certain Provisions Applicable to Awards.
(a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with or in substitution for any other
Award granted under the Plan or any award granted under any other plan of the
Company, any subsidiary or any business entity to be acquired by the Company or
a subsidiary, or any other right of a Participant to receive payment from the
Company or any subsidiary. Awards granted in addition to or in tandem with
other Awards or awards may be granted either as of the same time as or a
different time from the grant of such other Awards or awards.
(b) Term of Awards. The term of each Award shall be for such period
as may be determined by the Committee; provided, however, that in no event shall
the term of any ISO or an SAR granted in tandem therewith exceed a period of ten
years from the date of its grant (or such shorter period as may be applicable
under Section 422 of the Code).
(c) Form of Payment Under Awards. Subject to the terms of the Plan
and any applicable Award Agreement, payments to be made by the Company or a
subsidiary upon the grant, exercise or settlement of an Award may be in such
forms as the Committee shall determine, including, without limitation, cash,
Stock, other Awards or other property, and may be made in a single payment or
transfer, in installments or on a deferred basis. Such payments may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents in respect of installment or deferred payments denominated
in Stock.
(d) Rule 16b-3 Compliance.
(i) Six-Month Holding Period. Unless a Participant could
otherwise dispose of equity securities, including derivative
securities, acquired under the Plan without
12
<PAGE>
incurring liability under Section 16(b) of the Exchange Act,
equity securities acquired under the Plan must be held for a
period of six months following the date of such acquisition,
provided that this condition shall be satisfied with respect
to a derivative security if at least six months elapse from
the date of acquisition of the derivative security to the
date of disposition of the derivative security (other than
upon exercise or conversion) or its underlying equity
security.
(ii) Other Compliance Provisions. With respect to a Participant
who is then subject to Section 16 of the Exchange Act in
respect of the Company, the Committee shall implement
transactions under the Plan and administer the Plan in a
manner that will ensure that each transaction by such a
Participant is exempt from liability under Rule 16b-3,
except that such a Participant may be permitted to engage in
a non-exempt transaction under the Plan if written notice
has been given to the Participant regarding the non-exempt
nature of such transaction. The Committee may authorized
the Company to repurchase any Award or shares of Stock
resulting from any Award in order to prevent a Participant
who is subject to Section 16 of the Exchange Act from
incurring liability under Section 16(b). Unless otherwise
specified by the Participant, equity securities, including
derivative securities, acquired under the Plan which are
disposed of by a Participant shall be deemed to be disposed
of in the order acquired by the Participant.
(e) Loan Provisions. With the consent of the Committee, and subject
at all times to, and only to the extent, if any, permitted under and in
accordance with, laws and regulations and other binding obligations or
provisions applicable to the Company, the Company may make, guarantee or arrange
for a loan or loans to a Participant with respect to the exercise of any Option
or other payment in connection with any Award, including the payment by a
Participant of any or all federal, state or local income or other taxes due in
connection with any Award. Subject to such limitations, the Committee shall
have full authority to decide whether to make a loan or loans hereunder and to
determine the amount, terms and provisions of any such loan or loans, including
the interest rate to be charged in respect of any such loan or loans, whether
the loan or loans are to be with or without recourse against the borrower, the
terms
13
<PAGE>
on which the loan is to be repaid and conditions, if any, under which the loan
or loans may be forgiven.
(f) Performance-Based Awards. The Committee may, in its discretion,
designate any Award the exercisability or settlement of which is subject to the
achievement of performance conditions as a performance-based Award subject to
this Section 7(f). The performance objectives for an Award subject to this
Section 7(f) shall consist of one or more business criteria and a targeted level
or levels of performance with respect to such criteria, as specified by the
Committee. Such levels of performance may be expressed in absolute or relative
levels. Achievement of performance objectives with respect to such Awards shall
be measured over a period of not less than one year nor more than five years, as
the Committee may specify. Performance objectives may differ for such Awards to
different Participants. The Committee shall specify the weighting to be given
to each performance objective for purposes of determining the final amount
payable with respect to any such Award. The Committee may, in its discretion,
reduce the amount of a payout otherwise to be made in connection with an Award
subject to this Section 7(f), and the Committee may consider other performance
criteria in exercising such discretion. All determinations by the Committee as
to the achievement of performance objectives shall be in writing.
(g) Acceleration upon a Change of Control. Notwithstanding anything
contained herein to the contrary, unless otherwise provided by the Committee in
an Award Agreement, all conditions and retractions relating to an Award,
including limitations on exercisability, risks of forfeiture, deferral periods
and conditions and restrictions requiring the continued performance of services
or the achievement of performance objectives with respect to the exercisability
or settlement of such Award, shall immediately lapse upon a Change in Control.
8. Options Granted Automatically to Non-Employee Directors.
(a) Initial Option Grants. A Non-Employee Director Initial Option
will be automatically granted (i) at the commencement of the
Initial Public Offering to each Non-Employee Director at that
date and to each other person who has agreed to become a director
and who, if he or she were serving at the date of commencement of
the Initial Public Offering, would qualify as a Non-Employee
Director at that date, and (ii), after the Initial Public
Offering, at the effective date of any other director's initial
election to the Board of Directors if he or she qualifies as a
Non-Employee Director at that date. The foregoing
notwithstanding, any Initial Option granted at the commencement
of the Initial Public Offering shall be
14
<PAGE>
cancelled and forfeited if the Initial Public Offering is not
consummated or if, in the case of an Initial Option granted to a
person who has agreed to become a director, such person does not
commence serving as a Non-Employee Director at or promptly
following the closing of the Initial Public Offering.
(b) Annual Option Grants. A Non-Employee Director Annual Option will
be automatically granted, at the close of business on the date of
final adjournment of each annual meeting of stockholders of the
Company, to each member of the Board of Directors who then
qualifies as a Non-Employee Director. The foregoing
notwithstanding, any person who has been automatically granted a
Non-Employee Director Initial Option under Section 8(a)(ii) shall
not be automatically granted a Non-Employee Director Annual
Option at the first annual meeting of stockholders following such
grant of the Initial Option if such annual meeting takes place
within three months after the effective date of such grant of the
Initial Option.
(c) Number of Shares Subject to Automatic Option Grants. In the case
of any Initial or Annual Option granted on or before the date of the first
annual meeting of stockholders following the Initial Public Offering, the number
of shares of Stock to be subject to each Initial Option shall be 10,000, and the
number of shares of Stock to be subject to each Annual Option shall be 5,000, in
each case subject to adjustment as provided in Section 4(c). In the case of any
Initial or Annual Option granted thereafter, the number of shares of Stock to be
subject to each Initial and Annual Option shall be the applicable number
specified in the preceding sentence or, if so determined by the Board, such
other number of shares specified in the most recent resolution of the Board
adopted on or prior to the date of the annual meeting of stockholders that
coincides with or most recently precedes the date of grant of the Option.
(d) Other Non-Employee Director Initial and Annual Option Terms.
Other terms of Initial and Annual Options shall be as follows:
(i) The exercise price per share of Stock purchasable upon
exercise of a Non-Employee Director Initial or Annual Option will be
equal to 100% of the Fair Market Value of a share of Stock on the date
of grant of the Option.
(ii) A Non-Employee Director Initial or Annual Option will expire
at the earlier of (A) 10 years after the date of grant or (B) one
15
<PAGE>
year after the date the Participant ceases to serve as a director of
the Company for any reason.
(iii) Each Non-Employee Director Initial or Annual Option may
be exercised, prior to its expiration, commencing one year after the
date of grant, or at such earlier date as may be specified by the
Board of Directors; provided, however, that an Option may be exercised
following a Participant's termination of service as a director for
reasons other than death or disability only if the director served for
at least 11 months after the date of grant or the option was otherwise
exercisable at the date of termination of service.
(e) Method of Exercise. A Participant may exercise a Non-Employee
Director Initial or Annual Option, in whole or in part, at such time as it is
exercisable and prior to its expiration, by giving written notice of exercise to
the Secretary of the Company, specifying the Option to be exercised and the
number of shares to be purchased, and paying in full the exercise price in cash
(including by check) or by surrender of shares already owned by the Participant
(except for shares acquired from the Company by exercise of an option less than
six months before the date of surrender) having a Fair Market Value at the time
of exercise equal to the exercise price, or by a combination of cash and shares.
(f) Availability of Shares. If an automatic grant of Options
authorized under Section 8(a) or (b) cannot be made in full due to the
limitation set forth in Section 4(a), such grant shall be made (together with
other automatic grants to occur at the same time) to the greatest extent then
permitted under Section 4(a).
9. General Provisions.
(a) Compliance With Laws and Obligations. The Company shall not be
obligated to issue or deliver Stock in connection with any Award or take any
other action under the Plan in a transaction subject to the registration
requirements of the Securities Act of 1933, as amended, or any other federal or
state securities law, any requirement under any listing agreement between the
Company and any national securities exchange or automated quotation system or
any other law, regulation or contractual obligation of the Company until the
Company is satisfied that such laws, regulations and other obligations of the
Company have been complied with in full. Certificates representing shares of
Stock issued under the Plan will be subject to such stop-transfer orders and
other restrictions as may be applicable under such laws, regulations and other
obligations of the Company, including any requirement that a legend or legends
be placed thereon.
16
<PAGE>
(b) Limitations on Transferability. Awards and other rights under
the Plan will not be transferable by a Participant except by will or the laws of
descent and distribution or to a Beneficiary in the event of the Participant's
death, shall not be pledged, mortgaged, hypothecated or otherwise encumbered, or
otherwise subject to the claims of creditors, and, in the case of ISOs and SARs
in tandem therewith, shall be exercisable during the lifetime of a Participant
only by such Participant or his guardian or legal representative; provided,
however, that such Awards and other rights (other than ISOs and SARs in tandem
therewith) may be transferred to one or more transferees during the lifetime of
the Participant to the extent and on such terms as then may be permitted by the
Committee.
(c) No Right to Continued Employment or Service. Neither the Plan
nor any action taken hereunder shall be construed as giving any employee,
director or other person the right to be retained in the employ or service of
the Company or any of its subsidiaries, nor shall it interfere in any way with
the right of the Company or any of its subsidiaries to terminate any employee's
employment or other person's service at any time or with the right of the Board
or stockholders to remove any director.
(d) Taxes. The Company and any subsidiary is authorized to withhold
from any Award granted or to be settled, any delivery of Stock in connection
with an Award, any other payment relating to an Award or any payroll or other
payment to a Participant amounts of withholding and other taxes due or
potentially payable in connection with any transaction involving an Award, and
to take such other action as the Committee may deem advisable to enable the
Company and Participants to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any Award. This authority shall
include authority to withhold or receive Stock or other property and to make
cash payments in respect thereof in satisfaction of a Participant's tax
obligations.
(e) Changes to the Plan and Awards. The Board may amend, alter,
suspend, discontinue or terminate the Plan or the Committee's authority to grant
Awards under the Plan without the consent of stockholders or Participants,
except that any such action shall be subject to the approval of the Company's
stockholders at or before the next annual meeting of stockholders for which the
record date is after such Board action if such stockholder approval is required
by any federal or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed or quoted, and
the Board may otherwise, in its discretion, determine to submit other such
changes to the Plan to stockholders for approval; provided, however, that,
without the consent of an affected Participant, no such action may materially
17
<PAGE>
impair the rights of such Participant under any Award theretofore granted to
him. The Committee may waive any conditions or rights under, or amend, alter,
suspend, discontinue, or terminate, any Award theretofore granted and any Award
Agreement relating thereto; provided, however, that, without the consent of an
affected Participant, no such action may materially impair the rights of such
Participant under such Award.
(f) No Rights to Awards; No Stockholder Rights. No Participant or
employee shall have any claim to be granted any Award under the Plan (except for
a director who has become entitled to Options under Section 8), and there is no
obligation for uniformity of treatment of Participants and employees. No Award
shall confer on any Participant any of the rights of a stockholder of the
Company unless and until Stock is duly issued or transferred and delivered to
the Participant in accordance with the terms of the Award or, in the case of an
Option, the Option is duly exercised.
(g) Unfunded Status of Awards; Creation of Trusts. The Plan is
intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award shall give any
such Participant any rights that are greater than those of a general creditor of
the Company; provided, however, that the Committee may authorized the creation
of trusts or make other arrangements to meet the Company's obligations under the
Plan to deliver cash, Stock, other Awards or other property pursuant to any
Award, which trusts or other arrangements shall be consistent with the
"unfunded" status of the Plan unless the Committee otherwise determines with the
consent of each affected Participant.
(h) Nonexclusivity of the Plan. Neither the adoption of the Plan by
the board nor any submission of the Plan or amendments thereto to the
stockholders of the Company for approval shall be construed as creating any
limitations on the power of the Board to adopt such other compensatory
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.
(i) No Fractional Shares. No fractional shares of Stock shall be
issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, other Awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.
(j) Governing Law. The validity, construction and effect of the
Plan, any rules and regulations relating to the Plan and any Award Agreement
18
<PAGE>
shall be determined in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of laws, and applicable federal
law.
(k) Effective Date; Plan Termination. The Plan shall become
effective as of the date of its adoption by the Board, subject to stockholder
approval prior to the commencement of the Initial Public Offering, and shall
continue in effect until terminated by the Board.
19
<PAGE>
Exhibit 4.2
CONDOR TECHNOLOGY SOLUTIONS, INC.
1997 LONG-TERM INCENTIVE PLAN
Option Grant Certificate
This Grant Certificate evidences the grant of an option pursuant to the
provisions of the 1997 Long-Term Incentive Plan (the "Plan") of Condor
Technology Solutions, Inc. (the "Company") to the individual whose name appears
below (the "Grantee"), covering the specific number of shares of Common Stock of
the Company ("Stock") set forth below, pursuant to the provisions of the Plan,
subject to the condition subsequent that the initial public offering of the
Company's Common Stock actually closes, and otherwise on the following express
terms and conditions:
1. Name of Grantee:
2. Number of shares of Stock of the Company which are subject to this
option:
shares
------
3. Exercise price of shares subject to this option:
$ per share
----
4. Date of grant of this option:
, 1998
-------
5. Vesting:
In three (3) equal installments on each of the first three (3)
anniversaries from the date of grant.
6. Termination date of this option:
The earlier of the tenth anniversary of the date of grant, or the
90th day following termination of employment; provided that
during such 90 day period, the option will be exercisable only to
the extent it was vested as of the date of such termination.
Notwithstanding the foregoing, this option shall terminate
immediately if such termination is for cause, as determined by
the Committee.
7. Type of option:
Nonqualified Stock Option
The Grantee hereby acknowledges receipt of a copy of the Plan as presently in
effect. The text and all of the terms and provisions of the Plan are
incorporated herein by reference, and this option is subject to these terms and
provisions in all respects.
At any time when the Grantee wishes to exercise this option, in whole or in
part, the Grantee shall submit to the Company a written notice of exercise,
specifying the exercise date and the number of shares to be exercised. Upon
exercise, the Grantee shall remit to the Company the exercise price, plus an
amount sufficient to satisfy any withholding tax obligation of the Company that
arises in connection with such exercise.
CONDOR TECHNOLOGY SOLUTIONS, INC. AGREED TO AND ACCEPTED BY:
<PAGE>
EXHIBIT 5.1
Opinion of Whiteford, Taylor & Preston L.L.P.
(Includes Consent of Counsel)
<PAGE>
[WHITEFORD, TAYLOR & PRESTON LETTERHEAD]
June 22, 1998
Board of Directors
Condor Technology Solutions, Inc.
170 Jennifer Road
Suite 325
Annapolis, Maryland 21401
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Condor Technology Solutions, Inc., a Delaware
corporation (the "Corporation"), in connection with the filing of the
Registration Statement on Form S-8 by the Corporation under the Securities Act
of 1933, as amended (the "Registration Statement"), which Registration Statement
registers the distribution of up to 1,649,190 shares of common stock of the
Corporation, par value $.01 per share ("Common Stock"), reserved for issuance
pursuant to awards granted under the Condor Technology Solutions, Inc. 1997
Long-Term Incentive Plan (the "Plan"). In that capacity, we have reviewed the
Certificate of Incorporation and By-Laws of the Corporation, both as amended to
date, the Registration Statement, the Plan, as amended to date, the originals or
copies of corporate records reflecting the corporate action taken by the
Corporation in connection with the approval of the Plan and amendments thereto
and the issuance of the Common Stock under the Plan and such other instruments
as we have deemed necessary for the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Common Stock to be
offered under the Plan has been duly authorized by all requisite action on the
part of the Corporation and, when issued in accordance with the terms and
conditions of the Plan, will be legally issued, fully paid and non-assessable.
<PAGE>
Board of Directors
Condor Technology Solutions, Inc.
June 22, 1998
Page 2
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities Act
of 1933, as amended.
Very truly yours,
/s/ Whiteford, Taylor & Preston L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports as of the dates appearing on the pages
and for the companies, listed below of Condor Technology Solution, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997.
<TABLE>
Company Date Page
------- ---- ----
<S> <C> <C>
Condor Technology Solutions, Inc. March 11, 1998 42
Computer Hardware Maintenance Company, Inc. March 13, 1998 64
Corporate Access, Inc. March 11, 1998 95
Interactive Software Systems Incorporated March 6, 1998 104
U.S. Communications, Inc. March 11, 1998 115
InVenture Group, Inc. March 11, 1998 125
MIS Technologies, Inc. March 11, 1998 135
</TABLE>
PRICE WATERHOUSE LLP
Falls Church, Virginia
June 19, 1998
<PAGE>
EXHIBIT 23.3
Consent of Coopers & Lybrand L.L.P.
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on form S-8 (File No. 333- ) of Condor Technology Solutions, Inc.
of our report dated March 25, 1998, on our audits of the consolidated
financial statements of Federal Computer Corporation as of October 31, 1996
and 1997 and January 31, 1998 and for each of the three years in the period
ended October 31, 1997 and for the three months ended January 31, 1998, which
report appears in the Condor Technology Solutions, Inc. 1997 Annual Report on
Form 10-K.
Coopers & Lybrand L.L.P.
McLean, Virginia
June 19, 1998
<PAGE>
EXHIBIT 23.4
Consent of Deloitte & Touche LLP
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of Condor Technology Solutions, Inc. on Form S-8 (the "Registration
Statement") of our report dated February 27, 1998 (relating to the financial
statements of Management Support Technology Corp. ("MST"), which report
expresses an unqualified opinion and includes explanatory paragraphs relating
to the chief executive officer/sole stockholder's compensation being at his
sole discretion and the acquisition of MST by Condor Technology Solutions,
Inc. on February 10, 1998), appearing in the Annual Report on Form 10-K of
Condor Technology Solutions, Inc. for the year ended December 31, 1997.
Deloitte & Touche, LLP
Boston, Massachusetts
June 19, 1998
