a108dlh2016optiongran181







    1    Exhibit 10.8   DLH HOLDINGS CORP.    EMPLOYEE STOCK OPTION CERTIFICATE    AND AGREEMENT         Date of Grant:     Option No.:               Name of Optionee:                Number of Shares:                Exercise Price Per Share:                Expiration Date:                    Effective on the date of grant specified above, DLH HOLDINGS CORP. (the “Company”) has   granted to the above-named Optionee under the Company’s 2016 Omnibus Equity Incentive Plan, as   amended (the “Plan”), an option to purchase from the Company the number of shares of Common Stock   of the Company set forth above. This option is subject to all the terms and conditions of the Plan which is   incorporated in this option as though set forth in full.       The terms and conditions of this option are as follows:       1. Number and Price of Options. The number and price of the shares subject to this option   shall be the number and price set forth above, subject to any adjustments which may be made under   Section 11 below.        2. Vesting and Exercisability.  This option may not be exercised until it is vested. This   option may be exercised to purchase the shares of Common Stock covered by this Option (the “Shares”)   in accordance with the provisions of this Section 2.         (a)  With respect to the Shares covered by this Option, and provided Optionee is an   employee of the Company on each vesting date, and unless otherwise provided by this Option Agreement,   this Option may be exercised to purchase the Shares as follows:       (i)  _________________; and      (ii)  ______________________..        This Option expires at 5:00 p.m. (eastern standard time) on the Expiration Date (the “Expiration   Time”) as stated above whether or not it has been duly exercised, unless sooner terminated as provided   below.  Subject to the terms and conditions set forth in the Employment Agreement, this Option may also   terminate sooner as provided below if your employment is terminated for any reason. This Option shall   terminate and no Shares may be purchased after the Expiration Time.        3. Acceptance of Option Agreement.  Your acceptance of this Option Agreement will   indicate your acceptance of and your agreement to be bound by its terms and the terms of the Plan.  It   imposes no obligation upon you to purchase any of the shares subject to the Option.  Your obligation to   purchase Shares can arise only upon your exercise of the Option in the manner set forth herein. This stock   Option Agreement shall be subject in all respects to the terms and conditions of the Plan and in the event     





 







     2   of any question or controversy relating to the terms of the Plan, the decision of the Board of Directors   shall be final.       4. Condition of Employment. Except as provided in Section 9, this Option may not be   exercised unless the Optionee is employed by the Company or one of its parent or subsidiary corporations   on the date of such exercise and shall have been an employee continuously since the date of grant.       5. Exercise Procedure. This Option is exercisable by a written notice signed by you and   delivered to the Company at its executive offices, signifying your election to exercise the option.  A form   of the notice is attached to this option certificate. The notice must state the number of shares of Common   Stock for which your option is being exercised and must be accompanied by the full purchase price of the   shares being purchased. Payment shall be either (i) in cash, or by certified or bank cashier’s check   payable to the order of the Company, free from all collection charges; (ii)  by delivery of shares of   Common Stock of the Company already owned by the  Optionee for at least six months prior to the date   of exercise, which Common Stock shall be valued at Fair Market Value on the date of exercise; or (iii) by   a combination of the methods of payment specified in (i) and (ii) above.      For these purposes, the market value per share of Common Stock shall be: (i) if the Common   Stock is traded on a national securities exchange or on the NASDAQ Stock Market System (“Nasdaq”),   the per share closing price of the Common Stock on the principal securities exchange on which they are   listed or on Nasdaq, as the case may be, on the date of exercise (or if there is no closing price for such   date of exercise, then the last preceding business day on which there was a closing price); or (ii) if the   Common Stock is traded in the over-the-counter market and quotations are published on an inter-dealer   quotation system (but not on Nasdaq), the closing bid price of the Common Stock on the date of exercise   as reported by thereon (or if there are no closing bid prices for such date of exercise, then the last   preceding business day on which there was a closing bid price); or (iii) if the Common Stock is traded in   the over-the-counter market but bid quotations are not published on an inter-dealer quotation system, the   closing bid price per share for the Common Stock as furnished by a broker-dealer which regularly   furnishes price quotations for the Common Stock.       If notice of the exercise of this option is given by the person or persons other than you, the   Company may require, as a condition to the exercise of this option, the submission to the Company of   appropriate proof of the right of such person or person to exercise this option.       6. Issuance of Shares. Certificate for the Shares purchased will be issued as soon as   practicable.  The Company, however, shall not be required to issue or deliver a certificate for any shares   until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities   Exchange Act of 1934, as amended, any stock exchange on which the Company’s Common Stock may   then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the   listing of such Shares.         7. No Rights Until Exercise. Until the issuance of the certificate for the Shares, you or such   other person as may be entitled to exercise this option, shall have none of the rights of a stockholder with   respect to shares issuable upon exercise of this option.       8. Transferability.  This option is personal to the Optionee and during the Optionee’s   lifetime may be exercised only by the Optionee. This option shall not be transferable other than by will or   the laws of descent and distribution, and as may be permitted under the Internal Revenue Code, the   federal securities laws and the rules and regulations promulgated thereunder.  If notice of the exercise of   this option is given by the person or persons other than you, the Company may require, as a condition to     





 







    3   the exercise of this option, the submission to the Company of appropriate proof of the right of such person   or person to exercise this option.       9. Termination of Employment.  Unless otherwise provided in an employment agreement   entered into between the Company and Optionee, in the event that the Optionee ceases to be an employee   of the Company or of any subsidiary, this Option shall terminate in accordance with the terms of the Plan.    Unless otherwise provided in an employment agreement between the Company and the Optionee, in the   event that an option holder ceases to be an employee of the Company or of any subsidiary for any reason   other than permanent disability (as determined by the Board of Directors, or a committee of the board or   as provided for in an employment agreement between the Company and the Optionee) or death, this   option shall automatically terminate. Notwithstanding the foregoing, however, unless otherwise provided   in an employment agreement between the Company and the Optionee, upon termination of employment   the Optionee shall continue to have the right to exercise any unexercised portion of this option, which was   otherwise exercisable on the date of termination, for a period of three months from the date on which the   Optionee ceased to be so employed, but in no event after the Expiration Date, unless the employment of   the Optionee was determined to be for cause, in which event this Option will terminate on the date of that   the Optionee ceases to be an employee of the Company or a subsidiary. Unless otherwise provided in an   employment agreement between the Company and the Optionee, in the event of the death of Optionee   during this three month period, this option shall be exercisable by his or her personal representatives,   heirs or legatees to the same extent that the Optionee could have exercised this option if he or she had not   died, for three months from the date of death, but in no event after the Expiration Date. Unless otherwise   provided in an employment agreement between the Company and the Optionee, in the event the   Optionee’s employment is terminated due to his death or permanent disability, this Option shall remain   exercisable, solely to the extent vested as of the date of the termination of his employment, for such   period of time as provided for in the Plan, but in no event after the Expiration Date. In the event of the   death of the Optionee during the one year period after the date of permanent disability of the Optionee,   that portion of the Option which was exercisable shall be exercisable by his or her personal   representatives, heir or legatees at any time prior to the expiration of one year from the date of the death   of Optionee, but in no event after the Expiration Date.       10. Not an Employment Agreement. This option does not confer on the Optionee any right   to continue in the employ of the Company or interfere in any way with the right of the Company to   determine the terms of the Optionee’s employment.       11.  Corporate Transactions and Change in Control. Subject to the terms and conditions   which may be provided in the Employment Agreement (or a superseding employment agreement entered   into between the Company and Optionee), in the event of a reorganization, recapitalization, stock split,   stock dividend, combination of shares, merger, consolidation, rights offering, or any other change in the   corporate structure or stock of the Company, the Board shall make such adjustments, if any, as it deems   appropriate in the number and kind of shares covered by this Option, or in the option price, or both.   Notwithstanding any provision to the contrary, the Committee or the Board may cancel, amend, alter or   supplement any term or provision of this option to avoid the penalty provisions of Section 4999 of the   Code, subject to the terms of an employment agreement between the Company and the Optionee. Subject   to the terms and conditions which may be set forth in an employment agreement between the Company   and the Optionee, in the event of a merger of one or more corporations with and into Company or any   consolidation of the Company and one or more corporations, or any other Change in Control (as defined   in the Plan), the treatment of this Option will be subject in all respects to the terms and conditions of the   Plan, including provisions which set forth the ability of the Company to determine the rights of the   Optionee with respect to this Option.            





 







     4   12. Capital Adjustments.   The existence of the Option shall not affect in any way the right or power   of Company or its stockholders to make or authorize any or all adjustments, recapitalizations,   reorganizations, or other changes in Company’s capital structure or its business, or any merger or   consolidation of Company or any issue of bonds, debentures, preferred stock having a preference to or   affecting Company’s common stock or of any rights thereof, or the issuance of any securities convertible   into any such common stock or of any rights, options, or warrants to purchase any common stock, or the   dissolution or liquidation of Company, any sale or transfer of all or any part of its assets or business, or   any other act or proceeding of Company, whether of a similar character or otherwise. The securities with   respect to which the Option is granted are shares of common stock of the Company as presently   constituted, but if and whenever, prior to the delivery by Company of all the shares with respect to which   the Option is granted, the Company shall effect a subdivision or consolidation of shares of its common   stock or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the   number of shares of such common stock outstanding, the number of shares subject to the Option and the   applicable Exercise Price shall be adjusted as provided for in the Plan.        13. Securities Law Compliance. This option shall be subject to the requirement that if at   any time the Board shall determine that the registration, listing or qualification of the shares covered   hereby upon any securities exchange or under any federal or state law, or the consent or approval of any   governmental regulatory body is necessary or desirable as a condition of, or in connection with, the   granting of this option or the purchase of the shares, this option may not be exercised unless and until   such registration, listing, qualification, consent or approval shall have been effected or obtained free of   any conditions not acceptable to the Board. The Board may require that the person exercising this option   shall make such representations and agreements and furnish such information as it deems appropriate to   assure compliance with the foregoing or any other applicable legal requirements.       14. Tax Matters. To the maximum extent permissible under the Code, this Option is   intended to qualify for “incentive stock option” treatment under the provisions of Section 422 of the   Code.  It is understood and acknowledged by Optionee, however, that all of the options represented by   this Option Certificate may not qualify as Incentive Stock Options.  You are therefore urged to consult   with your individual tax advisor prior to exercising this Option since the exercise of this Option may   result in adverse tax consequences including the payment of additional federal and/or state income taxes.       15 Withholding Tax. The Company shall have the power and the right to deduct or   withhold, or require a Optionee to remit to the Company as a condition precedent for the fulfillment of   any option exercise, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign,   required by law or regulation to be withheld with respect to any taxable event arising as a result of this   option. Whenever Shares are to be issued or cash paid to an Optionee upon exercise of an option, the   Company shall have the right to require the Optionee to remit to the Company, as a condition of exercise   of the option, an amount sufficient to satisfy federal, state and local withholding tax requirements at the   time of exercise.  However, notwithstanding the foregoing, to the extent that a Optionee is an insider (as   determined by the Board of Directors), satisfaction of withholding requirements by having the Company   withhold Shares may only be made to the extent that such withholding of Shares (1) has met the   requirements of an exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) is a   subsequent transaction the terms of which were provided for in a transaction initially meeting the   requirements of an exemption under Rule 16b-3 promulgated under the Exchange Act.            





 







    5   16. Notices.   All notices hereunder to the Company shall be delivered or mailed to the following   address:       DLH HOLDINGS CORP.     3565 Piedmont Road, NE   Building 3, Suite 700      Atlanta, GA  30305     Attention:  Chief Executive Officer       Such address for the service of notices may be changed at any time provided notice of such   change is furnished in advance to the Optionee.       17.  Governing Law. This Agreement is granted and delivered in the State of New Jersey and   is intended to be construed and enforced under the laws thereof. The Holder submits to the exclusive   jurisdiction and venue of the federal or state courts of New Jersey, to resolve any and all issues that may   arise out of or relate to this Option Agreement.       18.  Certain Definitions.  Capitalized terms used herein, to the extent not defined in this Stock   Option Agreement shall have the meanings ascribed to such term in the Plan.         Signature page follows.    





 







     6     19.  General Provisions.  This Option constitutes the entire agreement of the parties and   supersede all prior undertakings and agreements with respect to the subject matter hereof. Except where   otherwise indicated by the context, any masculine term used herein also shall include the feminine, the   plural shall include the singular, and the singular shall include the plural. In the event any provision of   this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect   the remaining parts of this Agreement and this Agreement shall be construed and enforced as if the illegal   or invalid provision had not been included. No fractional shares of Common Stock shall be issued or   delivered pursuant to this Option. The Company shall determine whether cash or other property shall be   issued or paid in lieu of fractional shares of Common Stock or whether such fractional shares or any   rights thereto shall be forfeited or otherwise eliminated.            DLH HOLDINGS CORP.               By:__________________________________         Name:  Zachary C. Parker         Title:  Chief Executive Officer                Secretary:         _______________________   Secretary     





 







    7   ACKNOWLEDGMENT        The Optionee acknowledges receipt of a copy of DLH Holdings Corp.’s 2016 Omnibus Equity   Incentive Plan (the “Plan”), and represents that he or she has read and is familiar with the terms and   provisions thereof and hereby accepts this Option subject to all of the terms and provisions of the Option   Agreement and the Plan. The Optionee hereby agrees to accept as binding, conclusive and final all   decisions or interpretations of the Board or the Committee upon any questions arising under the Plan.        Date:                    , 20__                  Signature of Optionee                        Name of Optionee                        Address                        City, State, Zip Code     





 







     8    OPTION EXERCISE FORM          TO: DLH Holdings Corp.    3565 Piedmont Road, NE   Building 3, Suite 700     Atlanta, GA  30305    Attn: Chief Executive Officer      Ladies/Gentlemen:        I irrevocably elect to exercise my right to purchase _________ shares of Common   Stock covered by this Option Agreement and make full payment of the Exercise Price of such   shares as follows (PLEASE CHOOSE FORM OF PAYMENT).        ___. Cash Purchase. I hereby elect to pay the exercise price in cash, and enclose a   CERTIFIED CHECK (or has wired payment) in the amount of $____________.        ___. Cashless Exercise. I have enclosed  _________ shares of Common Stock of   DLH Holdings Corp. in accordance with the Option Agreement.  I represent that I have owned   the shares being delivered  for at least six months prior to the date of exercise.       ___.  Combination of Cash and Cashless. I elect to pay the exercise price in cash and   stock, and encloses a CERTIFIED CHECK (or has wired payment) in the amount of   $____________ and have enclosed _________ shares of Common Stock of DLH Holdings Corp.   in accordance with the Option Agreement.  I represent that I have owned the shares being   delivered  for at least six months prior to the date of exercise.        I understand and agree that DLH Holdings Corp. shall have the power and the right to   deduct or withhold, or require me to remit to DLH Holdings Corp. as a condition precedent for   the fulfillment of any option exercise, an amount sufficient to satisfy Federal, state, and local   taxes, domestic or foreign, required by law or regulation to be withheld with respect to any   taxable event arising as a result of this option.  Further, I acknowledge that DLH Holdings Corp.   shall have the right to require me to remit to DLH Holdings Corp., as a condition of exercise of   the option, an amount sufficient to satisfy federal, state and local withholding tax requirements at   the time of exercise.  However, notwithstanding the foregoing, to the extent that a Optionee is an   insider ( as determined by the Board of Directors), satisfaction of withholding requirements by   having DLH Holdings Corp. withhold Shares may only be made to the extent that such   withholding of Shares (1) has met the requirements of an exemption under Rule 16b-3   promulgated under the Exchange Act, or (2) is a subsequent transaction the terms of which were   provided for in a transaction initially meeting the requirements of an exemption under Rule 16b-   3 promulgated under the Exchange Act.       Further, I agree to promptly notify DLH Holdings Corp. of the sale of any of the shares I   received upon exercise of this option during the one year period commencing on the date I    receive the certificate for the shares.     





 







    9              Kindly deliver to me a certificate representing the shares as follows:                           INSTRUCTIONS FOR DELIVERY       Name:  ____________________________________________________________             (please typewrite or print in block letters)       Address:  _________________________________     _________________________________     _________________________________        Dated: _________________________                                      Signature ________________________________          Print Name:______________________________