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EXHIBIT 10.1.10
THIS DOCMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933
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OPTION TO PURCHASE
COMMON STOCK OF
STRATUS SERVICES GROUP, INC
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Date of Grant: April 15, 2000
Name: Joseph J. Raymond
Address: 17140 Coral Cove Way
Boca Raton, FL 33496
Dear Joe:
As an inducement for you to acquire a financial interest in Stratus
Services Group, Inc. (the "Company"), the Company hereby grants to you the
option (the "Option") to purchase all or any part of an aggregate of One Million
(1,000,000) shares (the "Shares") of its Common Stock, $.01 par value, after
giving effect to the proposed two-for-three reverse split (the "Reverse Split")
of the Company's Common Stock, on the terms and conditions hereinafter set
forth.
1. PURCHASE PRICE. The per share purchase price for the Shares of Common Stock
covered by this Option Agreement shall be equal to the public offering price of
one share of Common Stock in the initial public offering of the Common Stock
registered under the Securities Act of 1933, as amended.
2. TERM OF OPTION. The term of the Option shall be for a period of ten (10)
years from the date hereof (such date to be referred to herein as the
"Expiration Date"). The Option is subject to earlier termination as provided
herein.
3. VESTING OF OPTION. The Option shall vest and become exercisable in full only
after five (5) years or such time as the Company, after giving effect to the
Reverse Split, achieves earnings of $1.00 per basic share in a fiscal year, as
demonstrated by the Company's audited financial statements for such fiscal year.
The Option shall not be exercisable prior to vesting as provided above. To the
extent that the Option becomes exercisable, it may thereafter be exercised
either in whole or in part at any time prior to the expiration of the Option.
4. EXERCISE OF OPTION. Subject to the terms and provisions of this Option
Agreement, the Option may be exercised by written notice to the Company at its
executive office at 500 Craig Road, Manalapan, New Jersey, 07726, at any time
after it vests as provided in Section 3 above and until its expiration in
accordance with the terms hereof. Such notice shall state the
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election to exercise the Option and the number of Shares in respect of which it
is being exercised. The notice shall be signed by the person exercising the
Option and shall be accompanied by payment in an amount equal to the aggregate
purchase price to be paid for the Shares purchased in cash or by cashier's check
made payable to the Company or such other form of payment as the Compensation
Committee of the Company's Board of Directors considers acceptable.
5. TERMINATION OF OPTION. If your employment with the Company:
(i) Terminates by reason of your voluntary resignation other
than for "Good Reason" or is terminated by the Company for
"Good Cause" (as the terms "Good Reason" and "Good Cause"
are defined in the Employment Agreement between you and
the Company dated September 1, 1997), the Option will
terminate upon the effective date of termination.
(ii) Terminates by reason of your death or disability (as such
term is defined in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended), the Option will
terminate upon the earlier of (a) the expiration of the
one (1) year period following the date of such termination
or (b) the Expiration.
(iii) Is terminated by the Company other than for Good Cause or
Good Reason, the Option will terminate upon the earlier of
(a) the expiration of the two (2) year period following
the date of such termination or (b) the Expiration.
6. REPRESENTATIONS AND ACKNOWLEDGEMENTS OF THE EMPLOYEE. You acknowledge that
you have received copies of each of the following documents:
(i) The Summary Plan Description of the 1999 Executive Option
Agreement which contains the information required by Part
I (Information required in the Section 10(a) Prospectus)
of the Company's Registration Statement on Form S-8;
(ii) A copy of the Company's Prospectus dated April 26, 2000.
7. NO EMPLOYMENT AGREEMENT. This Agreement shall neither be deemed to constitute
a contract of employment between the Company and you, nor shall it interfere
with the right of the Company to terminate your employment and treat you without
regard to the effect which such treatment might have upon you under this
Agreement.
8. GOVERNING LAW AND JURISDICTION. This Option Agreement shall be construed and
its respective provisions enforced and administered in accordance with the laws
of the State of New Jersey. All disputes which may arise under this Option
Agreement which involve judicial adjudication shall be resolved in a court of
competent jurisdiction of the State of New Jersey or the United States District
Court for the District of New Jersey. You consent and agree to submit to the
personal jurisdiction of the aforesaid courts and to notify the Company of any
change of your address within sixty (60) days of the date of such change.
Furthermore, you consent to
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service of any papers, notices or process necessary or proper for any legal
action in any manner permitted by the New Jersey Court Rules as they exist on
the date that the Option is granted or are thereafter amended, including,
without limitation, service by registered mail or certified mail, return receipt
requested, or, in the event you refuse to accept or claim registered or
certified mail, ordinary mail to your last known address. In the event that you
fail to notify the Company of a change of address and service by registered or
certified mail as aforesaid is not accepted or claimed, such failure shall be
deemed a refusal to accept or claim service of process by registered or
certified mail. You hereby acknowledge the sufficiency of service as aforesaid
and waive any right that you may have to challenge in any manner the convenience
of the location or the venue of any legal action brought involving this Option
Agreement or the Plan.
9. BENEFIT AND SEVERABILITY. The agreements contained herein shall bind and
benefit the successors and assigns of the Company and your executors,
administrators, receiver, trustee in bankruptcy or representative of your
creditors and assigns as herein provided. Except as otherwise provided herein,
if any term, covenant, condition or provision of this Option Agreement or the
application thereof to any person or circumstance shall, at any time or to any
extent, be invalid or unenforceable, the remainder of this Option Agreement or
the application of such term or provision to persons of circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term, covenant, condition and provision of this Option
Agreement shall be valid and be enforced to the fullest extent permitted by law.
Very truly yours,
STRATUS SERVICES GROUP, INC.
By: /s/ Michael A. Maltzman
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Chief Financial Officer
By the execution hereof,
I hereby agree to comply
with and be bound by the terms
and provisions hereinabove set forth.
/s/ Joseph J. Raymond
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JOSEPH J. RAYMOND
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