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EXHIBIT 10.52
EMPLOYEE STOCK OPTION AGREEMENT
December 14, 1995
To: Xxxx Xxxx Xxxxxx
RE: INCENTIVE STOCK OPTIONS
The Board of Directors (the "Board") of Lason Holdings, Inc. (the
"Company"), or the committee (the "Committee") designated by the Board for the
purpose of administering the Lason Holdings, Inc. 1995 Stock Option Plan (the
"Plan"), hereby grants you (the "Grantee") a stock option (each an "Option"),
pursuant to the Plan, a copy of which is attached hereto. Certain capitalized
terms used in this agreement (the "Agreement") are defined in paragraph 12
hereof. Certain capitalized terms used in this Agreement which are not defined
herein have the meanings indicated for such terms in Section 10.1 of the Plan.
1. STOCK OPTION. The Option entitles the Grantee (and such Grantee's
permitted transferee as described in paragraph 3(a) below) (each such person, a
"Purchaser") to purchase up to the number of shares of the Company's Class A-2
Common Stock, par value $.01 per share (the "Option Shares"), specified below
opposite such Grantee's name, at an option price of $1.00 per share (the "Option
Price"), subject to the terms and conditions of this Agreement:
GRANTEE NUMBER OF OPTION SHARES
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Xxxx Xxxx Xxxxxx 15,000
The Options are intended to be Incentive Stock Options.
2. ADDITIONAL TERMS. The Options are also subject to the following
provisions:
(a) EXERCISABILITY. Each Option may be exercised and Option
Shares may be purchased at any time and from time to time after the execution of
this Agreement, subject to the vesting limitations imposed by paragraph 2(b) of
this Agreement. The Option Price for Option Shares shall be paid in full in cash
or by check by the Purchaser of such Option Shares prior to the time of the
delivery of Option Shares, or, at the written request of such Purchaser, the
Committee may (but need not) permit payment to be made by (i) delivery to the
Company of outstanding Shares, (ii) retention by the Company of one or more of
such Option Shares or (iii) any combination of cash, check, such Purchaser's
delivery of outstanding Shares and retention by the Company of one or more of
such Option Shares. Option Shares acquired by Purchaser under this Agreement are
hereinafter referred to as the "Exercise Shares."
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(b) VESTING/EXERCISABILITY.
(i) Purchaser may only exercise his Option to purchase
Option Shares to the extent that such Option has vested and become exercisable
with respect to such Option Shares. Except as otherwise provided in paragraph
2(b)(ii) below, the Option Shares will vest and become exercisable in accordance
with the following schedule, if as of each such date the Grantee is still
employed by the Company or any of its Subsidiaries:
CUMULATIVE PERCENTAGE OF
OPTION SHARES VESTED
DATE AND EXERCISABLE
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January 15, 1997 20%
January 15, 1998 40%
January 15, 1998 60%
January 15, 2000 80%
January 15, 2001 100%
Option Shares which have become vested and exercisable are referred to herein as
"Vested Shares" and all other Option Shares are referred to herein as "Unvested
Shares."
(ii) Upon the occurrence of a Sale of the Company or an
Initial Public Offering, each Option shall vest and all Unvested Shares shall be
come Vested Shares if, but only if, the Grantee thereof is employed by the
Company or any of its Subsidiaries on the date of such occurrence.
(c) PROCEDURE FOR EXERCISE. Subject to the vesting limitations
of paragraph 2(b) above, a Purchaser may exercise all or any portion of his
Option, so long as it is valid and outstanding, at any time and from time to
time prior to its termination by delivering written notice to the Company as
provided in Section 6.4 of the Plan and written acknowledgement substantially in
the form of Exhibit A hereto that such Purchaser has read, and has been afforded
an opportunity to ask questions of the Company's management regarding all
financial and other information provided to him concerning the Company, together
with payment of the Option Price times the number of Option Shares purchased.
Subject to Section 6.7 of the Plan, at the time of exercise, Purchaser will be
entitled to review all financial and other information regarding the Company it
believes necessary to enable such Purchaser to make an informed investment
decision.
3. TRANSFERABILITY OF THE OPTIONS.
(a) The Grantee shall not sell, transfer, assign, pledge or
otherwise dispose of (a "Transfer") any interest in any Option with respect to
any Unvested Shares. Any Option with respect to any Vested Shares of the Grantee
shall not be Transferred other
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than as a result of the death of such Grantee, testate or intestate, and the
restrictions herein shall apply to any Transfer by any such permitted
transferee.
(b) The Company may assign its rights and delegate its duties
under this Agreement.
4. TRANSFERABILITY OF EXERCISE SHARES.
(a) No Purchaser shall Transfer any Exercise Shares or any
interest therein except in accordance with the provisions of this Agreement and
paragraph III of the Stockholders Agreement.
(b) No holder of any Exercise Shares may Transfer any such
shares (except pursuant to an effective registration statement under the
Securities Act) without first delivering to the Company an opinion of counsel
(reasonably acceptable in form and substance to the Company) that neither
registration nor qualification under the Securities Act and applicable state
securities laws is required in connection with such transfer.
5. CONFORMITY WITH PLAN. The Options are intended to conform in all
respects with, and are subject to all applicable provisions of, the Plan, which
is incorporated herein by reference. Inconsistencies between this Agreement and
the Plan shall be resolved in accordance with the terms of the Plan. By
executing this Agreement, the Grantee acknowledges his receipt of the Plan and
agrees to be bound by all of other terms of the Plan.
6. EMPLOYMENT. Notwithstanding any contrary oral representations or
promises made to the Grantee prior to or after the date hereof, the Grantee and
the Company acknowledge that such Grantee's employment with the Company and its
Subsidiaries is and will continue to be subject to the willingness of each to
continue such employment and nothing confers any right or obligation on such
Grantee to continue in the employ of the Company or its Subsidiaries or shall
affect in any way such Grantee's right or the right of the Company or its
Subsidiaries to terminate such Grantee's employment at any time, for any reason,
with or without cause.
7. ADJUSTMENT. The Board shall make appropriate and proportionate
adjustments to the terms of the Options to reflect any stock dividend, stock
split, combination or exchange of shares, merger, consolidation or other change
in the capitalization of the Company which the Board determines to be similar,
in its substantive effect upon the Plan or the Options, to any of the changes
expressly indicated in this sentence, as provided in Article 8 of the Plan. The
Board may (but shall not be required to) make any appropriate adjustment to the
terms of the Options to reflect any spin-off, spin-out or other distribution of
assets to shareholders or any acquisition of the Company's stock or assets or
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other change which the Board determines to be similar, in its substantive effect
upon the Plan or the Options, to any of the changes expressly indicated in this
sentence, as provided in Article 8 of the Plan. In the event of any adjustments
described in the preceding two sentences, any and all new, substituted, or
additional securities or other property to which any Purchaser is entitled by
reason of his Option shall be immediately subject to such Option and be included
in the word "Option Shares" for all purposes of such Option with the same force
and effect as the Option Shares presently subject to such Option. After each
such event, the number of Option Shares and/or the Option Price shall be
appropriately adjusted.
8. SHARE LEGEND. All certificates representing any Option
Shares subject to the provisions of this Agreement shall have
endorsed thereon the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
AS OF DECEMBER 14, 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EMPLOYEE STOCK
OPTION AGREEMENT BETWEEN THE COMPANY AND CERTAIN EMPLOYEES OF THE
COMPANY DATED AS OF DECEMBER 14, 1995. A COPY OF SUCH AGREEMENT MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF
BUSINESS WITHOUT CHARGE."
9. INVESTMENT REPRESENTATIONS. Upon the purchase of Option Shares
hereunder, the Purchaser thereof shall execute and deliver to the Company a
letter, substantially in the form attached hereto as Exhibit A, confirming such
Purchaser's investment representations.
10. EXPIRATION. Subject to Sections 6.3 and 6.7 of the Plan, the
Grantee's Option shall expire (a) with respect to Vested Shares, at 5:00 p.m.,
Chicago time, on the seventh anniversary of the date hereof and (b) with respect
to Unvested Shares, upon the termination of such Grantee's employment with the
Company and its Subsidiaries.
11. CONFIDENTIALITY/NON-COMPETITION. In consideration of the incentive
stock options granted herein, Grantee agrees that while he is employed by Lason
Systems, Inc., a subsidiary of the Company ("Lason") and for the eighteen (18)
month period following the date of employment, Grantee shall not, either
directly or indirectly (whether as sole proprietor, partner, consultant,
venturer, member, stockholder, director, officer, employee, or in any other
capacity
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as principal or agent), own, manage, operate, control, finance, or engage or
participate in the ownership, management, operation or control of, any person,
firm, entity, limited partnership, partnership, limited liability company,
corporation, or similar association which is engaged in any of the business
activities of Lason's imaging division and which is located in any part of the
United States or Canada in which Lason's imaging division does business.
Grantee further agrees that Grantee shall not, directly or indirectly,
at any time during such eighteen (18) month non-compete period:
(a) take any action that will cause the termination of a
business relationship between Lason and any customer or supplier of Lason; or
(b) solicit for employment or employ any person employed in
Lason's business.
At all times, Grantee shall keep secret and inviolate all knowledge or
information of a confidential nature, including, without limitation, all
unpublished matters relating to the business, assets, accounts, books, records,
customers and contracts of Lason which he may or hereafter come to know as a
result of his association with Lason.
Grantee acknowledges that if he violates this Agreement, he will cause
severe and irreparable injury to the business and goodwill of Lason, which
injury is not adequately compensable by money damages. Accordingly, in the event
of a breach (or threatened or attempted breach) of this Agreement, Lason shall,
in addition to any other rights and remedies, be entitled to immediate
appropriate injunctive relief or a decree of specific performance of this
Agreement, without the necessity of showing any irreparable injury or special
damages.
Grantee acknowledges that, due to his education and job skill, his
adherence to the terms of this confidentiality/non-competition provision will
not deprive him of the opportunity to obtain gainful employment with other
companies serving different product or geographic markets after the termination
of his employment with Lason.
Nothing herein shall be deemed to prevent Grantee from holding less
than five (5%) percent of the outstanding publicly-traded securities of any
person, firm, or corporation.
Notwithstanding anything to the contrary set forth herein or otherwise,
the covenants contained in this Section 11 shall not be operative in the event
Lason elects to terminate Grantee's employment for its own convenience and not
for cause.
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The provisions of this Section 11 shall survive the termination of this
Agreement and Grantee's employment with Lason.
12. DEFINITIONS.
"FULLY DILUTED BASIS" means, without duplication, (i) all
shares of Common Stock outstanding at the time of determination plus (ii) all
shares of Common Stock issuable upon conversion of any convertible securities or
the exercise of any option, warrant or similar right, whether or not such
conversion, right or option, warrant or similar right is then exercisable.
"INDEPENDENT THIRD PARTY" means any person who, immediately
prior to the contemplated transaction, does not own in excess of 5% of the
Company's Common Stock on a Fully Diluted Basis (a "5% Owner"), who is not
controlling, controlled by or under common control with the Company or any such
5% Owner and who is not the spouse or descendent (by birth or adoption) of any
such 5% Owner or a trust for the benefit of such 5% Owner and/or such other
persons.
"INITIAL PUBLIC OFFERING" means the sale in an initial
underwritten public offering registered under the Securities Act (other than on
Form S-8 or a similar form) of shares of the Company's Common Stock.
"SALE OF THE COMPANY" means the sale of the Company (by
merger, consolidation or sale of stock or assets) to an Independent Third Party
or group of Independent Third Parties pursuant to which such party or parties
acquire (i) capital stock of the Company possessing the voting power under
normal circumstances to elect a majority of the Board (whether by merger,
consolidation or sale or transfer of the Company's capital stock) or (ii) all or
substantially all of the Company's assets determined on a consolidated basis.
"STOCKHOLDERS AGREEMENT" means the Stockholders Agreement
dated as of the date hereof among the Company, Golder, Thoma, Xxxxxxx, Xxxxxx
Fund IV, L.P., the Grantees, and certain other executives of the Company, as in
effect from time to time.
13. FURTHER ACTIONS. The parties agree to execute such further
instruments and to take such further actions as may reasonably be required to
carry out the intent of this Agreement.
14. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.
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15. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one and
the same Agreement.
16. NOTICES. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail with
postage and fees prepaid, addressed, in the case of a Grantee, and, in the case
of the Company, to the respective addresses below:
Lason Holdings, Inc.
0000 Xxxxxxxxxx Xxxxxxx
Xxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxx, Executive Vice President
with a copy, which will not constitute
notice to the Company, to:
Golder, Thoma, Cressey, Rauner, Inc.
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Xxxx Xxxx Xxxxxx
0000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
or at such other address as a party may designate by 10 days advance written
notice to each other party.
17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the Company and, subject
to the restrictions on transfer herein set forth, be binding upon Grantee's
heirs, executors, administrators, successors and assigns and inure to the
benefit of Grantee's heirs, executors, administrators, successors and permitted
assigns.
18. GOVERNING LAW. This Agreement and all documents contemplated
hereby, and all remedies in connection therewith and all questions or
transactions relating thereto, shall be construed in accordance with and
governed by the laws of the State of Michigan.
19. ENTIRE AGREEMENT. This Agreement and the Plan constitute the entire
understanding between the Grantee and the Company, and supersede all other
agreements, whether written or oral, with respect to the acquisition by the
Grantee of Common Stock from the Company pursuant to any option or option
agreement.
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Please execute the extra copy of this Agreement in the space below and
return it to the Secretary of the Company to confirm your understanding and
acceptance of the agreements contained in this letter.
Very truly yours,
LASON HOLDINGS, INC.
By:
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Xxxx X. Xxxxxx
Its: Executive Vice President
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The undersigned hereby acknowledges having read this Agreement, the
Plan, and the other enclosures to this Agreement, and hereby agrees to be bound
by all provisions set forth herein and in the Plan.
GRANTEE
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Xxxx Xxxx Xxxxxx
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