Unassociated Document


    NEITHER
      THIS OPTION (THE "OPTION")
      NOR THE SHARES OF COMMON STOCK OR OTHER SECURITIES RECEIVABLE UPON THE EXERCISE
      HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "ACT")
      OR ANY APPLICABLE STATE SECURITIES LAWS. THIS OPTION AND THE SHARES OF COMMON
      STOCK OR OTHER SECURITIES RECEIVABLE UPON THE EXERCISE HEREOF MAY NOT BE
      OFFERED, SOLD, ASSIGNED, TRANSFERRED OR HYPOTHECATED, EXCEPT IN COMPLIANCE
      WITH
      THE ACT, THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE
      LAWS.

    


    
      	
              Registered
                Holder:

            	
              MARC
                W. BROWN

            
	 	 
	
              Certificate
                Number: 

            	
              A5

            
	 	 
	
              Date
                of Issuance:

            	
              APRIL
                12, 2007

            


    

    


    


    COMMAND
      SECURITY CORPORATION

    


    COMMON
      STOCK OPTION

    


    This
      certifies that the Registered Holder is entitled to purchase from Command
      Security Corporation, a New York corporation (the "Company"),
      subject to the occurrence of certain specified time vesting criteria, at any
      time commencing from the Date of Issuance and ending at 11:59 p.m., New York
      City time, on the tenth (10th)
      anniversary date of the Date of Issuance hereof, at the purchase price per
      share
      (the "Exercise
      Price")
      of
      $3.00, an aggregate of fifty thousand (50,000) shares (the “Shares”)
      of
      Common Stock, $.0001 par value, of the Company; provided that this Option shall
      be exercisable only with respect to “Earned Options” as set forth in the
      schedule contained in Section 2 of this Option. The number of Shares purchasable
      upon exercise of this Option and the Exercise Price shall be subject to
      adjustment from time to time as set forth herein.

    


    This
      Option may be exercised in whole or in part by presentation of this Option
      with
      the Exercise Agreement, a form of which is attached hereto as Exhibit I (the
      "Exercise
      Agreement"),
      duly
      executed and simultaneous payment of the Exercise Price (subject to any
      adjustment) at the principal office of the Company. Payment of such price shall
      be made at the option of the Holder hereof in cash or by certified check or
      bank
      cashier's check.

    


    This
      Option is subject to the terms and conditions of the Company's 2005 Stock
      Incentive Plan (the "Plan"),
      the
      terms of which are hereby incorporated herein by reference. Terms used herein
      and not otherwise defined shall have the meanings as set forth in the Plan.
      In
      the event of any conflict between the terms of this Option and those contained
      in the Plan, the terms of the Plan shall determine the outcome of such conflict
      and shall prevail. This Option is a Non-Qualified Stock Option as determined
      under the Plan.

    


    This
      Option is subject to the following provisions:

    


    Section
      1. Certain
      Definitions.
      When
      used in this Option, the following terms, when capitalized, shall have the
      meanings set forth below. Certain other terms are defined in the text of this
      Option.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    


    


    1.1. "Act"
      means
      the Securities Act of 1933, as amended, and any successor law or statute
      thereto.

    


    1.2. "Common
      Stock"
      means
      the Company's Common Stock, par value $.0001 per share.

    


    1.3. "Company"
      means
      Command Security Corporation, a New York corporation, and any other corporation
      or any other entity which shall succeed to or assume the obligations of the
      Company.

    


    1.4 “Conversion
      Shares”
means
      the Shares of Common Stock that have been purchased upon the exercise of this
      Option.

    


    1.5. "Date
      of Issuance"
      is the
      date set forth on the first page of this Option.

    


    1.6. "Earned
      Options"
      means
      that portion of the Option Grant that has been earned as a result of the passage
      of time as set forth in Section 2 hereto.

    


    1.7. "Registered
      Holder”
or
      "Holder"
      means
      the person whom this Option was originally issued.

    


    1.8. "Option
      Grant"
      means
      the total number of Options granted to the Holder which are each convertible
      into shares of Common Stock upon the attainment of specified vesting criteria
      set forth herein.

    


    Section
      2. Vesting
      Criteria.

    


    2.1. This
      Option, and the Shares of Common Stock that may be purchased hereunder, shall
      vest with respect to one-twelfth (1/12) of the aggregate number of Shares on
      the
      Date of Issuance and on the same date of each succeeding month (and the balance,
      if any of the Shares that is subject to this Option may be purchased in the
      12th
      month
      from the Date of Issuance), so long as the Holder is still an employee of the
      Company on such date. The portion of this Option that shall have so vested
      and
      become exercisable is referred to herein as the “Earned
      Option.”

    


    2.2. Notwithstanding
      the foregoing, upon a Change of Control of the Company occurring during the
      Holder’s employment by the Company or during a period of 30 days thereafter,
      this entire Option shall vest and become exercisable. For purposes of this
      Agreement, a "Change
      in Control"
      shall
      mean:

    


    (i) The
      acquisition (other than by or from the Company), at any time after the date
      hereof, by any person, entity or "group", within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the
      "Exchange
      Act"),
      of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under
      the Exchange Act) of 20% or more of either the then outstanding shares of common
      stock or the combined voting power of the Company's then outstanding voting
      securities entitled to vote generally in the election of directors (together
      with such common stock, "Voting
      Securities");
      or

    


    (ii) If
      the
      six members who comprise the Company’s Board of Directors on the Issuance Date
      cease for any reason to comprise a majority of the members of the Board;
      or


    
      
         

      

      
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    (iii) Approval
      by the shareholders of the Company of (x) a reorganization, merger or
      consolidation with respect to which persons who were the shareholders of the
      Company immediately prior to such reorganization, merger or consolidation do
      not, immediately thereafter, own more than 50% of the combined voting power
      entitled to vote generally in the election of directors of the reorganized,
      merged or consolidated company's then outstanding voting securities, (y) a
      liquidation or dissolution of the Company or (z) the sale of all or
      substantially all of the assets of the Company, unless the approved
      reorganization, merger, consolidation, liquidation, dissolution or sale is
      subsequently abandoned.

    


    Section
      3. Adjustments.

    


    In
      order
      to prevent dilution of the rights granted under this Option, the Exercise Price
      and the number of shares of other securities to be received upon the exercise
      hereof shall be adjusted as set forth in the Plan. 

    


    Section
      4. Exercise
      of Option.
      Upon
      any partial exercise of this Option, there shall be countersigned and issued
      to
      the Holder hereof a new Option in respect of the Shares as to which this Option
      shall not have been exercised. This Option may be exchanged at the principal
      office of the Company by surrender of this Option properly endorsed either
      separately or in combination with one or more other Options for one or more
      new
      Options of the same aggregate number of shares of Common Stock evidenced by
      the
      Option or Options exchanged. No fractional Shares will be issued upon the
      exercise of rights to purchase hereunder, but the Company shall pay the cash
      value of any fraction of a Share upon the exercise of this Option. 

    


    Section
      5. Registered
      Holder Termination.
      In the
      event of the voluntary or involuntary termination (including by reason of death)
      of employment of the original Registered Holder of the Option for any reason
      whatsoever, all Options which have not vested pursuant to Sections 2.1 or 2.2
      hereof shall expire and become void and shall no longer be exercisable, and
      all
      Shares of Common Stock received upon the exercise of this Option that are held
      by the Holder on the date immediately preceding such Termination shall be
      subject to the repurchase provisions of Section 11 hereof.

    


    Section
      6. No
      Voting Rights.
      This
      Option will not entitle the Holder hereof to any voting rights or other rights
      as a stockholder of the Company.

    


    Section
      7. Section
      83(b) Election.
      If as a
      result of exercising all or any part of this Option, the Holder receives shares
      that are subject to a "substantial risk of forfeiture" and are not
      "transferable" as those terms are defined for purposes of Section 83(a) of
      the
      Internal Revenue Code, then such Holder may elect under Section 83(b) of the
      Internal Revenue Code to include in the Holder's gross income, for the Holder's
      taxable year in which the shares are transferred to the Holder, the excess
      of
      the fair market value of such shares at the time of transfer (determined without
      regard to any restriction other than one that by its terms will never lapse),
      over the amount paid for the shares. If the Holder makes the Section 83(b)
      election described above, the Holder shall (i) make such election in a manner
      that is satisfactory to the Committee, (ii) provide the Company with a copy
      of
      such election, (iii) agree to promptly notify the Company if any Internal
      Revenue Service or state tax agent, on audit or otherwise, questions the
      validity or correctness of such election or of the amount of income reportable
      on account of such election, and (iv) agree to such tax withholding as the
      Company may reasonably require in its sole and absolute discretion.

    


    Section
      8. No
      Right to Employment.
      This
      Option shall not confer upon the Holder any right to
      employment.


    
      
         

      

      
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    Section
      9. Compliance
      with the Act; Transferability.

    


    9.1. Compliance
      with the Act.
      The
      Holder acknowledges that neither this Option nor the shares of Common Stock
      issuable upon exercise of this Option have been registered under the Act or
      the
      securities laws of any state and agrees that this Option and all shares
      purchased upon exercise hereof shall be disposed of only in accordance with
      the
      Act and the rules and regulations of the Securities and Exchange Commission
      promulgated thereunder and applicable state securities laws. Except as provided
      herein, the Holder further agrees not to offer, sell, transfer or otherwise
      dispose of this Option or any shares issuable upon exercise of this Option
      to
      any other person unless a registration statement covering the sale, transfer
      or
      other disposition shall then be effective under the Act and except in compliance
      with any applicable state securities laws, or there shall have been delivered
      to
      the Company an opinion of counsel reasonably acceptable to the Company to the
      effect that such offer, sale, transfer or other disposition may be effected
      without compliance with the registration and prospectus delivery requirements
      of
      the Act and any applicable state securities laws. Each certificate evidencing
      shares purchased upon exercise of this Option shall bear a legend to the
      foregoing effect, and the Holder and any other Person to whom a certificate
      for
      shares or a new warrant is to be delivered shall be required, at or before
      receipt of such certificate or warrant, to execute and deliver to the Company
      a
      letter to the effect that it is acquiring the shares evidenced by such
      certificate or such warrant for its own account and not with a view to, or
      for
      resale in connection with, any distribution thereof.

    


    9.2. Transferability
      of Options.
      This
      Option shall be transferable only on the books of the Company maintained at
      the
      principal office of the Company. The transferability of the Option is limited
      to
      the Holder's estate or family trust for which the Holder is a
      trustee.

    


    Section
      10. Notice
      of Certain Events.

    


    10.
      1. Adjustment
      of Exercise Price.
      Immediately upon any adjustment of the Exercise Price, the Company will give
      written notice thereof to the Holder.

    


    10.2. Dividend
      Distributions, etc.
      The
      Company will give written notice to the Holder at least ten calendar days prior
      to the date on which the Company closes its books or takes a record (i) with
      respect to any dividend or distribution upon the Common Stock, and (ii) with
      respect to any pro rata subscription offer to holders of Common Stock (although
      the Company shall have no obligation to cause to occur any of the events set
      forth in the foregoing subparagraphs (i) or (ii)).

    


    10.3. Other
      Events.
      The
      Company will give written notice to the Holder at least ten (10) calendar days
      prior to the date on which any dissolution, liquidation, capital reorganization,
      reclassification, consolidation or merger (in which the Company is not the
      surviving corporation) or sale of all or substantially all of the Company's
      assets will take place.

    


    Section
      11. Company
      Repurchase Rights.

    


    (a) In
      the
      event a Holder ceases to be employed by the Company or its subsidiaries (the
      "Termination"),
      the
      Earned Option granted to such Holder and the Shares of Common Stock (or other
      securities received upon exercise of this Option received upon the exercise
      of
      Earned Options (whether held by the Holder or otherwise) shall be subject to
      repurchase by the Company on or after the Holder's Termination date pursuant
      to
      the terms and conditions set forth in this Section 11 (the "Repurchase
      Option").
      The
      Company shall have the right, but not the obligation, to purchase all, but
      not
      less than all, the Earned Option granted or issued to the Holder for the Option
      Repurchase Price (as defined below) multiplied by the number of Shares of Common
      Stock represented by the Option(s) to be repurchased. The Company shall
      concurrently therewith also have the right, but not the obligation, to purchase
      all, but not less than all, of the Conversion Shares for the Stock Repurchase
      Price (as defined below) multiplied by the number of Conversion Shares to be
      repurchased.


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    


    (b) When
      and
      as permitted under paragraph (a) above, the Company may elect to purchase all
      of
      the Earned Options and Conversion Shares by delivering written notice (the
      "Repurchase
      Notice")
      to the
      Holder. The Repurchase Notice will set forth the number of Options and the
      Conversion Shares to be acquired from such Holder, the aggregate consideration
      to be paid for such securities and the time and place for the closing of the
      transaction.

    


    (c) The
      closing of the purchase of the Options and Conversion Shares pursuant to the
      Repurchase Option shall take place on the date designated by the Company in
      the
      Repurchase Notice, which date shall not be more than forty-five (45) days nor
      less than two (2) business days after the delivery of the Repurchase Notice.
      The
      Company will pay for the Earned Option and Conversion Shares to be purchased
      pursuant to the Repurchase Option by delivery of (i) a check or wire transfer
      of
      funds, (ii) a subordinated promissory note payable prior to the six (6) month
      anniversary of the closing of such purchase and bearing interest (payable
      quarterly) at a rate per annum equal to the prime rate of interest as announced
      by Citibank, N.A. plus 1% or (iii) both (i) and (ii), in the aggregate amount
      of
      the Option Repurchase Price and/or Stock Repurchase Price for such Earned Option
      or Conversion Shares. Any promissory note issued by the Company pursuant to
      this
      Section 11(c) shall be subject to any restrictive covenants under any credit
      agreements to which the Company is subject at the time of such purchase. The
      Company will be entitled to receive customary representations and warranties
      as
      to title from the sellers regarding such sale and to require all sellers'
      signatures be guaranteed. The Company may elect to assign its right to purchase
      hereunder to the shareholders of the Company (which right to purchase shall
      be
      distributed pro rata
      to all
      shareholders (other than the Holder), based upon the number of votes held by
      such shareholders). The other shareholders (other than the Holder) shall have
      the same rights and shall be subject to the same obligations as the Company
      to
      purchase the Earned Option or the Conversion Shares pursuant to the Repurchase
      Notice.

    


    (d) The
      Option Repurchase Price and the Stock Repurchase Price shall be equal to the
      fair market value of the Earned Options or Conversion Shares, as the case may
      be, as determined by the Company’s Board of Directors in its sole and absolute
      discretion.

    


    Section
      12. Supplements
      and Amendments.
      The
      Board of Directors of Company may from time to time supplement or amend this
      Option in order to cure any ambiguity or to correct or supplement any provision
      contained herein which may be defective or inconsistent with the Company's
      policies or operations.

    


    Section
      13. Notices.
      Except
      as otherwise expressly provided herein, all notices referred to in this Option
      will be in writing and will be delivered personally, mailed by registered or
      certified first class mail, return receipt requested, postage prepaid or
      transmitted by telegram, telecopy or telex, and will be deemed to have been
      given when so delivered, mailed or transmitted (a) to the Company, at its
      principal executive offices and (b) to the Holder of this Option, at such
      Holder's address as it appears in the records of the Company.

    


    Section
      14. Other.
      The
      Holder hereof may be treated by the Company and all other persons dealing with
      this Option as the absolute owner hereof for any purpose and as the person
      entitled to exercise the rights represented hereby, or to the transfer hereof
      on
      the books of the Company any notice to the contrary notwithstanding, and until
      such transfer on such books, the Company may treat the Holder hereof as the
      owner for all purposes.


    
      
         

      

      
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    Section
      15. Law
      Governing.
      This
      Agreement shall be construed in accordance with and governed by the internal
      laws of the State of New York.

    


    Section
      16. Interpretation.
      The
      Holder accepts this Option subject to all the terms and provisions of the Plan
      and this Agreement. The undersigned Holder hereby accepts as binding, conclusive
      and final all decisions or interpretations of the Company’s Board of Directors
      upon any questions arising under the Plan and this Agreement.

    


    *
      * *
      *


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Option to be signed and attested
      by
      its duly authorized officers under its corporate seal and to be dated the Date
      of Issuance hereof. 

    


    


    


    
      	 	
              COMMAND
                SECURITY CORPORATION

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	 	 
	 	
              OPTIONEE:

            
	 	 	 
	 	 
	 	
              Marc
                W. Brown

            


    

    


    


    


    



    
      
         

      

      
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    EXHIBIT
      I

    


    


    _____________________________________

    


    COMMON
      STOCK OPTION

    


    EXERCISE
      AGREEMENT

    


    


    


    
      	
              TO:
                _____________________________

            	
              DATED:
                _______________

            


    

    


    


    


    The
      undersigned, pursuant to the provisions set forth in the attached Option
      (Certificate No. __________), hereby agrees to subscribe for the purchase of
      ________ shares of the Common Stock covered by such Option and makes payment
      herewith in full therefor at the price per share provided by such
      Option.

    


    


    
      	 	 	 
	 	
              By:

            	 
	 	 	 
	 	
              Name:

            	 
	 	 	 
	 	
              Address:

            	 
	 	 	 
	 	 	 


    

    


    


    Witness:_____________________________

    


    Name:_______________________________ 

    


    Address:_____________________________