exh4_2pedersen.htm


     

     

    
      Exhibit
        4.2



    
      	 	
              OPTION
                NO.:

               

            	 	 	 
	 	
              OPTIONEE:

            	 	
              George
                J. Pedersen

               

            	 
	 	
              DATE
                OF GRANT:

            	 	
              06
                April 1998

               

            	 
	 	
              OPTION
                PRICE:

            	 	
              $2.25

               

            	 
	 	
              COVERED
                SHARES:

            	 	
              25,000

               

            	 


    

    


    GSE
      SYSTEMS, INC.

     

    *           *           *

    


    NONSTATUTORY
      STOCK OPTION AGREEMENT

    


    1.
      Definitions. In this Agreement, except where the context otherwise
      indicates, the following definitions apply:

    


    (a)
      "Agreement" means this Nonstatutory Stock Option Agreement.

    


    (b)
      "Board" means the Board of Directors of the Company.

    


    (c)
      "Code" means the Internal Revenue Code of 1986, as amended.

    


    (d)
      "Common Stock" means the common stock, par value $.01 per share, of the
      Company.

    


    (e)
      "Company" means GSE Systems, Inc.

    


    (f)
      "Covered Shares" means the Shares subject to the Option set forth as the
      "Covered Shares" on page 1 of this Agreement.

    


    (g)
      "Date
      of Exercise" means the date on which the Company receives notice pursuant to
      Paragraph 5(a) of the exercise, in whole or in part, of the Option.

    


    (h)
      "Date
      of Expiration" means the date on which the Option shall expire, which shall
      be
      ten years after the Date of Grant.

    


    (i)
      "Date
      of Grant" means the date set forth as the "Date of Grant" on page 1 of this
      Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (j)
      "Fair
      Market Value" means the amount equal to the closing sales price for a Share,
      on
      the date such fair market value is to be determined (or if there is no
sale
      of
      Shares on such date, the closing sales price on the nearest trading date
      preceding such date), in the principal trading market for the Shares as reported
      by such source as the Board may select, or, if such price quotations of the
      Common Stock are not then reported, then the fair market value of a Share as
      determined by the Board pursuant to a reasonable method adopted in good faith
      for such purpose.

    


    (k)
      "Option" means the nonstatutory stock option granted to the Optionee in
      Paragraph 2 of this Agreement.

    


    (l)
      "Option Price" means the dollar amount per Share set forth as the "Option Price"
      on page 1 of this Agreement.

    


    (m)
      "Optionee" means the person identified as the "Optionee" on page 1 of this
      Agreement.

    


    (n)
      "Share" means a share of Common Stock.

    


    (o)
      "Subsidiary" means a corporation at least fifty percent of the total combined
      voting power of all classes of stock of which is owned by the Company, either
      directly or through one or more other Subsidiaries.

    


    2.
      Grant of Option. Subject to the terms of this Agreement, the Company
      hereby grants to the Optionee or his successors the Option to purchase from
      the
      Company the number of Shares equal to the Covered Shares, exercisable at the
      Option Price.

    


    3.
      Terms of the Option.

    


    (a)
      Tvpe of Option. The Option is intended to be a nonstatutory stock
      option.

    


    (b)
      Option Period. During the period commencing on the Date of Grant and
      terminating on the Date of Expiration, the Option may be exercised with respect
      to all or a portion of the Covered Shares (in full shares), to the extent that
      the Option has not been previously exercised with respect to such Covered
      Shares.

    


    (c)
      Nontransferability. The Option is not transferable by the Optionee other
      than (i) by will or the laws of descent and distribution, or (ii) pursuant
      to a
      qualified domestic relations order as defined in Section 414(P) of the Code,
      and
      is exercisable, during the Optionee's lifetime, only by the Optionee or, in
      the
      event of the Optionee's legal disability, by the Optionee's legal
      representative.

    


    (d)
      Payment of the Option Price. The Optionee, upon exercise, in whole or in
      part, of the Option, may pay the Option Price in cash, by delivering duly
      endorsed certificates representing Shares having a Fair Market Value on the
      Date
      of Exercise aggregating not more than the portion ofthe Option Price being
      paid
      by delivery of such shares, or in a combination of cash and
      Shares.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    4.
      Capital Adjustments. The number of Covered Shares and the Option Price
      shall be subject to such adjustment, if any, as the Board in its sole discretion
      deems appropriate to reflect such events as stock dividends, stock splits,
      adoption of stock rights plans, recapitalizations, mergers, consolidations
      or
      reorganizations of or by the Company.

    


    5.
      Exercise.

    


    (a)
      Notice. The Option shall be exercised, in whole or in part, by the
      delivery to the Company of written notice of such exercise, in such form as
      the
      Committee may from time to time prescribe, accompanied by (i) full payment
      of
      the Option Price with respect to that portion of the Option being exercised
      as
      provided in Paragraph 3(d) of this Agreement and (ii) any amounts required
      to be
      withheld pursuant to applicable income tax laws in connection with such
      exercise. Until the Board notifies the Optionee to the contrary, the form
      attached to this Agreement as Exhibit A shall be used to exercise the
      Option.

    


    (b)
      Effect. The exercise, in whole or in part, of the Option shall cause a reduction
      in the number of Covered Shares equal to the number of Shares with respect
      to
      which the Option is exercised.

    


    6.
      Restriction on Exercise and Upon Shares of Common Stock Issued Upon
      Exercise.  Notwithstanding any other provision of this Agreement,
      the Optionee agrees, for himself and his successors, that the Option may not
      be
      exercised at any time that the Company does not have in effect a registration
      statement under the Securities Act of 1933, as amended, relating to the offer
      of
      Common Stock to the Optionee, unless the Company agrees to permit such exercise.
      The Optionee further agrees, for himself and his successors, that, upon the
      issuance of any Shares upon the exercise of the Option, he will, upon the
      request of the Company, agree in writing that he is acquiring such shares for
      investment only and not with a view to resale, and that he will not sell, pledge
      or otherwise dispose of such shares so issued unless and until (a) the Company
      is furnished with an opinion of counsel to the effect that registration of
      such
      shares pursuant to the Securities Act of 1933, as amended, is not required
      by
      that Act and the rules and regulations thereunder; (b) the staff of the
      Securities and Exchange Commission has issued a "no-action" letter with respect
      to such disposition; or (c) such registration or notification as is, in the
      opinion of counsel for the Company, required for the lawful disposition of
      such
      shares has been filed by the Company and has become effective; provided,
      however, that the Company is not obligated hereby to file any such registration
      or notification. The Optionee further agrees that the Company may place a legend
      embodying such restriction on the certificates evidencing such
      shares.

    


    7.
      Rights as Stockholder. The Optionee shall have no rights as a stockholder
      with respect to any Shares subject to the Option until and unless a certificate
      or certificates representing such shares are issued to the Optionee pursuant
      to
      this Agreement. Except as provided in Paragraph 4, no adjustment shall be made
      for dividends
      or other rights for which the record date is prior to the issuance of such
      certificate or certificates.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    8.
      Employment. Neither the granting of the Option evidenced by this
      Agreement nor any term or provision of this Agreement shall constitute or be
      evidence of any understanding, express or implied, on the part of the Company
      or
      any of its Subsidiaries to employ the Optionee for any period. Whenever
      reference is made in this Agreement to the employment of the Optionee, it means
      employment (including service as a director) by the Company or a
      Subsidiary.

    


    9.
      Surrender of Option in Exchange for Shares. The Optionee shall have the
      right to surrender the Option evidenced by this Agreement (or a portion thereof)
      and to receive upon such surrender that number of Shares having an aggregate
      Fair Market Value as of the date of surrender equal to the product of (a) the
      excess of the Fair Market Value as of such surrender date over the Option Price
      with respect to such surrendered option (or portion thereof), multiplied by
      (b)
      the number of Shares covered by the Option (or portion thereof) surrendered.
      No
      fractional Shares shall be issued upon such surrender. Cash shall be paid in
      lieu of any such fractional Share in amount equal to the product of such
      fraction multiplied by the Fair Market Value on the date of
      surrender.

    Any
      such
      surrender shall be treated as an exercise of such Option (or portion thereof)
      for purposes of this Agreement.

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    


    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be signed on its
      behalf effective as of the Date of Grant.

    


    ATTEST:                                                                
        GSE
      SYSTEMS,
      INC.

    


    _________________________                                                                By:  _____________________________________

    


    Accepted
      and agreed to as of the Date of Grant

    


    _/s/
      George J.
      Pedersen_________________________

    Optionee


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    


    "EXHIBIT
      A"

    


    EXERCISE
      OF OPTION

    


    Board
      of
      Directors

    GSE
      Systems, Inc.

    9189
      Red
      Branch Road

    Columbia,
      Maryland 21045

    


    Gentlemen:

    


    The
      undersigned, the Optionee under the Nonstatutory Stock Option Agreement
      identified as Option No. _______, hereby irrevocably elects to exercise the
      Option granted in the Agreement to purchase _____ shares of Common Stock of
      GSE
      Systems, Inc., par value $.01 per share, and herewith makes payment of $_______
      in the form of ______ [cash, Common Stock, cash plus Common Stock].

    (Please
      complete.)

    


    Dated:  __________________                                                                ___________________________________

            (Signature
      of
      Optionee)

    


    


                          Date
      Received by GSE Systems,
      Inc.:  _______________ _____________

     

    Received
      by:                                ___________________________________

    


    [Note:
      Shares of Common Stock being delivered in payment of all or any part of the
      exercise price must be represented by certificates registered in the name of
      the
      Optionee and duly endorsed by the Optionee and by each and every other co-owner
      in whose name the shares may also be
      registered.]