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EXHIBIT 10.1
PUT OPTION AGREEMENT
This Put Option Agreement is entered into this 4th day of June, 1997,
to be effective as of the 1st day of June, 1997 ("Agreement") is between
Billing Information Concepts Corp., a Delaware corporation ("BICC"), and
Xxxxxxx X. Xxxxxxxxx ("Shareholder"). Capitalized terms used herein but not
defined herein have the meanings ascribed thereto in the Plan of Merger and
Acquisition Agreement, dated effective June 1, 1997 ("Merger Agreement"),
entered into by BICC, CRM Acquisition Corp., Shareholder and Computer Resources
Management, Inc. ("Seller").
WHEREAS, BICC, CRM Acquisition Corp., Seller and Shareholder have
entered into the Merger Agreement pursuant to which Seller is to be merged into
CRM Acquisition Corp. in exchange for, in part, 325,000 shares (the "Shares")
of common stock, $.01 par value, of BICC ("BICC Common Stock").
WHEREAS, as part of the consideration for entering into the Merger
Agreement, BICC agreed to grant certain rights to Shareholder pursuant to this
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, terms, and
conditions contained herein and in the Merger Agreement, the parties hereto
agree as follows:
1. BICC hereby grants to Shareholder an option to sell to BICC,
and BICC is obligated to purchase from Shareholder under such option (the "Put
Option"), any of the Shares in consideration of a cash payment of $26.00 per
share (the "Put Price"), in accordance with the terms of this Agreement. In the
event of a stock dividend or other distribution to the holders of BICC Common
Stock, stock split, recapitalization, combination, merger, consolidation or
other similar change in capitalization, the Put Price shall be appropriately
reduced or increased, as applicable, to reflect such event.
2. The Put Option shall be available for only a single exercise
during only one Put Option Period (as hereinafter defined).
3. In the event the Registration Statement is not declared
effective by the SEC on or before November 3, 1997, Shareholder may exercise
the Put Option, in his sole discretion, at any time between November 3, 1997,
and 5:00 p.m., C.S.T., November 13, 1997 (such period of time shall be referred
to as the "First Put Option Period"). In the event Shareholder does not
exercise the Put Option during the First Put Option Period, and in the event
the Registration Statement is not declared effective by the SEC on or before
January 5, 1998, Shareholder may exercise the Put Option, in his sole
discretion, at any time between January 5, 1998, and 5:00 p.m., C.S.T., January
15, 1998 (such period of time shall be referred to as the "Second Put Option
Period"). In the event Shareholder does not exercise the Put Option during the
First Put Option Period or the Second Put Option Period, and in the event the
Registration Statement is not declared effective by the SEC on or before March
3, 1998, Shareholder may exercise the Put Option, in his sole discretion, at
any time between March 3, 1998, and 5:00 p.m., C.S.T., March 13, 1998, at which
time the Put Option shall terminate.
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5. The Put Option may be exercised by Shareholder by delivery to
BICC at its principal place of business of written notification of such intent
to exercise such Put Option along with the certificate representing the Shares
to be sold under the Put Option. Payment shall be made by BICC by wire transfer
to an account designated by Shareholder within 5 business days of delivery of
such written notification and the certificate representing such shares to
BICC's transfer agent. Upon exercise of the Put Option, the obligation of BICC
to purchase the Shares shall be a binding and enforceable obligation of BICC.
6. Shareholder shall be responsible for obtaining releases of any
secured interest in the Shares held by any third parties prior to performance
by BICC pursuant to this Agreement and such performance is conditioned upon
Shareholder obtaining such releases from third parties in a manner satisfactory
to BICC or BICC's counsel.
5. This Agreement shall be construed in accordance with and
governed under the laws of the State of Texas without regard to the principles
of conflicts of laws.
[Signatures on following page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed on the date and year first above written.
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Xxxxxxx X. Xxxxxxxxx "Shareholder"
BILLING INFORMATION CONCEPTS CORP.
By:
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Xxxxx X. Xxxxxxx
Senior Vice President and
Chief Financial Officer
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