[AQUIS COMMUNICATIONS LOGO]
AQUIS COMMUNICATIONS GROUP, INC.
STOCK OPTION AGREEMENT
(NON-QUALIFIED STOCK OPTION)
THIS AGREEMENT, made as of this 19th day of September, 2000 by AQUIS
COMMUNICATIONS GROUP, INC., a Delaware corporation (hereinafter called the
"Company"), with Xxxx X. Xxxxxxxx (hereinafter called the "Holder"):
The Company has adopted an Amended and Restated 1994 Incentive Stock
Option Plan (the "Plan"). Said Plan, as it may hereafter be amended and
continued, is incorporated herein by reference and made part of this Agreement.
The Committee, which is charged with the administration of the Plan
pursuant to Section 3 thereof, has determined that it would be to the advantage
and interest of the Company to grant the option provided for herein to the
Holder.
NOW, THEREFORE, pursuant to the Plan, the Company with the approval of
the Committee hereby grants to the Holder as of the date hereof an option to
purchase all or any part of 300,000 shares of Common Stock of the Company, par
value $.01 per share, at a price per share of $.9625 (the "Option"), and upon
the following terms and conditions:
l. The Option shall continue in force through September 18, 2005
(the "Expiration Date"), unless sooner terminated as provided
herein and in the Plan. Subject to the provisions of the Plan,
the Option shall become exercisable according to the following
vesting schedule: (a) options to purchase 150,000 shares shall
vest on September 19, 2000, and (b) options to purchase 25,000
shares shall vest on the first day of each month commencing
October 1, 2000 for the duration of the term of the Executive
Services Agreement dated September 19, 2000 made by and among
Aquis Communications Group, Inc., Deerfield Partners, LLC and
Xxxx X. Xxxxxxxx.
Except as provided herein below, the Option may not be
exercised unless the Holder is then an employee (including
officers and directors who are employees) or director of the
Company or any subsidiary of the Company or any combination
thereof and unless the Holder has remained in the continuous
employ or service thereof from the date of grant.
2. In the event that employment or service of the Holder shall be
terminated prior to the Expiration Date (otherwise than by
reason of death or disability), the Option may, subject to the
provisions of the Plan, be exercised (to the extent that the
Holder was entitled to do so at the termination of this
employment or service) at any time within two years after such
termination, but not after the Expiration Date, provided,
however, that if such termination shall have been for cause or
voluntarily by the Holder and without the consent of the
Company or any subsidiary corporation thereof, as the case may
be (which consent shall be presumed in the case of normal
retirement), the Option and all rights of the Holder
hereunder, to the extent not theretofore exercised, shall
forthwith terminate immediately upon such termination. Nothing
in this Agreement shall confer upon the Holder any right to
continue in the employ or service of the Company or any
subsidiary of the Company or affect the right of the Company
or any subsidiary to terminate his employment or service at
any time.
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3. If the Holder shall (a) die while he is employed by or serving
the Company or a corporation which is a subsidiary thereof or
within three months after the termination of such position
(other than termination for cause, or voluntarily on his part
and without the consent of the Company or subsidiary
corporation thereof, as the case may be, which consent shall
be presumed in the case of normal retirement), or (b) become
permanently and totally disabled within the meaning of Section
22 (e) (3) of the Internal Revenue Code of 1986, as amended
(the "Code"), while employed by or serving any such company,
and if the Option was otherwise exercisable, immediately prior
to the occurrence of such event, then such Option may be
exercised as set forth herein by the Holder or by the person
or persons to whom the Holder's rights under the Option pass
by will or applicable law, or if no such person has such
right, by his executors or administrators, at any time within
one year after the date of death of the original Holder, or
one year after the date of permanent or total disability, but
in either case, not later than the Expiration date.
4. a. The Holder may exercise the Option with respect to all or
any part of the shares then purchasable hereunder by giving
the Company written notice in the form annexed, as provided in
paragraph 8 hereof, of such exercise. Such notice shall
specify the number of shares as to which the Option is being
exercised and shall be accompanied by payment in full in cash
of an amount equal to the exercise price of such shares
multiplied by the number of shares as to which the Option is
being exercised; provided that, if permitted by the Board, the
purchase price may be paid, in whole or in part, by surrender
or delivery to the Company of securities of the Company having
a fair market value on the date of the exercise equal to the
portion of the purchase price being so paid. In such event
fair market value should be determined pursuant to paragraph 5
of the Plan.
b. Prior to or concurrently with delivery by the Company to
the Holder of a certificate(s) representing such shares, the
Holder shall, upon notification of the amount due, pay
promptly any amount necessary to satisfy applicable federal,
state or local tax requirements. In the event such amount is
not paid promptly, the Company shall have the right to apply
from the purchase price paid any taxes required by law to be
withheld by the Company with respect to such payment and the
number of shares to be issued by the Company will be reduced
accordingly.
5. Notwithstanding any other provision of the Plan, in the event
of a change in the outstanding Common Stock of the Company by
reason of a stock dividend, split-up, split-down, reverse
split, recapitalization, merger, consolidation, combination or
exchange of shares, spin-off, reorganization, liquidation or
the like, then the aggregate number of shares and price per
share subject to the Option shall be appropriately adjusted by
the Board, whose determination shall be conclusive.
6. No options granted hereunder shall be transferable other than
by will or by the laws of descent and distribution. Options
may be exercised, during the lifetime of the Holder, only by
the holder, or by his guardian or legal representative. In the
event of any attempt by the Holder to transfer, assign,
pledge, hypothecate or otherwise dispose of this Option or of
any right hereunder, except as provided for herein, or in the
event of the levy or any attachment, execution or similar
process upon the rights or interest hereby conferred, the
Company may terminate this Option by notice to the Holder and
it shall thereupon become null and void.
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7. Neither the Holder nor in the event of his death, any person
entitled to exercise his rights, shall have any of the rights
of a stockholder with respect to the shares subject to the
Option until share certificates have been issued and
registered in the name of the Holder or his estate, as the
case may be.
8. Any notice to the Company provided for in this Agreement shall
be addressed to the Company in care of its Secretary, 0000X
Xxxxx 00, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000, and any
notice to the Holder shall be addressed to him at his address
now on file with the Company, or to such other address as
either may last have designated to the other by notice as
provided herein. Any notice so addressed shall be deemed to be
given on the second business day after mailing, by registered
or certified mail, at a post office or branch post office
within the United States.
9. In the event that any question or controversy shall arise with
respect to the nature, scope or extent of any one or more
rights conferred by this Option, the determination by the
Committee (as constituted at the time of such determination)
of the rights of the Holder shall be conclusive, final and
binding upon the Holder and upon any other person who shall
assert any right pursuant to this Option.
AQUIS COMMUNICATIONS GROUP, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer
ACCEPTED AND AGREED
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
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FORM OF NOTICE OF EXERCISE
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To: AQUIS COMMUNICATIONS GROUP, INC.
0000X Xxxxx 00, Xxxxx 000
Xxxxxxxxxx, XX 00000
The undersigned hereby exercises his/her option to purchase shares of
Common Stock of Aquis Communications Group, Inc. (the "Company") as provided in
the Stock Option Agreement dated as of at $ per share, a
total of $ , and makes payment therefor as follows:
(a) To the extent of $ of the purchase price, the undersigned
hereby surrenders to the Company certificates for shares of
its Common Stock, which, valued at $ per share, the fair
market value thereof, equals such portion of the purchase
price.
(b) To the extent of the balance of the purchase price, the
undersigned has enclosed a certificate or bank check payable
to the order of the Company for $ .
A stock certificate or certificate for the shares should be delivered in person
or mailed to the undersigned at the address shown below.
The undersigned hereby represents and warrants that it is his/her present
intention to acquire and hold the aforesaid shares of Common Stock of the
Company for his/her own account for investment, and not with a view to the
distribution of any thereof, and agrees that he/she will make no sale, thereof,
except in compliance with the applicable provisions of the Securities Act of
1933, as amended.
Signature:
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Address:
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Dated:
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