THE SECURITIES REPRESENTED BY THIS AGREEMENT (THE "SECURITIES") HAVE BEEN ISSUED
AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933 (THE "1933 ACT"), SECTION 10-5-9(13) OF THE OFFICIAL CODE OF GEORGIA
ANNOTATED (THE "GEORGIA CODE"), AND APPROPRIATE EXEMPTIONS FROM REGISTRATION
UNDER THE SECURITIES LAWS OF OTHER APPLICABLE JURISDICTIONS. THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE
REGISTRATION OR AN EXEMPTION SATISFACTORY TO THE ISSUER OF COMPLIANCE WITH THE
1933 ACT, THE GEORGIA CODE AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER
JURISDICTION. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THE 1933 ACT AND
OTHER APPLICABLE LAWS.
STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT (this "Agreement"), effective as of May 6, 1997,
by and between LAW COMPANIES GROUP, INC., a Georgia corporation (the "Company")
and Xxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx, each a resident of the State of
Georgia (jointly and severally, "Optionee").
W I T N E S S E T H:
WHEREAS, the Company and Optionee have entered into a Securities
Purchase Agreement dated March 21, 1997 (the "Securities Purchase Agreement").
WHEREAS, pursuant to the Securities Purchase Agreement, the Company has
agreed to grant to Optionee an option to purchase up to 900,000 shares of Common
Stock of the Company.
WHEREAS, the Company and Optionee desire to enter into this Agreement
to set forth the terms and conditions upon which such option shall be granted by
the Company and exercised by Optionee.
NOW, THEREFORE, in consideration of the mutual benefits to each party,
it is agreed as follows:
1. Option. Subject to the terms and conditions set forth herein,
Optionee shall have the right to purchase at any time on or before December 31,
2006 (the "Expiration Date"), up to 900,000 shares of Common Stock of the
Company (subject to certain adjustments set forth herein); such shares
hereinafter are referred to as the "Option Shares," and this option hereinafter
is referred to as the "Option."
2. Option Price. Subject to adjustment in accordance with the terms of
this Agreement, the price per share for each of the Option Shares to be paid by
Optionee shall be as follows (the "Option Price"):
(a) With respect to Option Shares purchased at any time from July 1, 1997
through June 30, 1998, the Option Price shall be $16.50 per Option Share;
(b) With respect to Option Shares purchased at any time from July 1, 1998
through June 30, 1999, the Option Price shall be $20.00;
(c) With respect to Option Shares purchased at any time from July 1, 1999
through June 30, 2000, the Option Price shall be $24.50;
(d) With respect to Option Shares purchased at any time from July 1, 2000
through June 30, 2001, the Option Price shall be $29.00; and
(e) With respect to Option Shares purchased at any time after June 30, 2001
and on or before the Expiration Date, the Option Price shall be $33.00. Each of
the twelve-month periods specified above are referred to hereinafter as a
"Twelve-Month Period."
3. Exercise Terms.
(a) Method of Exercise. This Option may be exercised only by
delivery, from Optionee to the Board of Directors of the Company (the "Board")
or the Board's designee, of (a) a written notice of exercise executed by
Optionee (the "Notice of Exercise"), and (b) the delivery of a cashier's check
payable to the Company or by wire transfer of immediately available funds to an
account designated from time to time by the Company for such purpose, of the
amount equal to the number of shares being purchased as stated in the Notice of
Exercise multiplied by the Option Price per share. The Notice of Exercise shall
be substantially in the form set forth as Exhibit A attached hereto and made a
part hereof and shall identify this Option, together with the number of shares
with respect to which Optionee is exercising the Option. As promptly as
practicable after receipt of both payment and the Notice of Exercise, the
Company shall issue and deliver to Optionee a certificate or certificates for
the applicable number of shares of Common Stock. Such certificates evidencing
the shares of Common Stock purchased pursuant to the exercise of this Option
shall bear restrictive legends similar to those at the head of this Agreement, a
legend referencing transfer restrictions set forth in the Company's Restated
Articles of Incorporation, and any other legend required pursuant to any
federal, state, local or foreign law governing the Common Stock.
(b) Available Exercise Amount. Optionee may exercise this
Option for all of the then available Option shares or may exercise this Option
for less than the full number of the then available Option Shares; provided,
that in any Twelve-Month Period following a Twelve-Month Period in which
Optionee does not exercise any portion of this Option or exercises this Option
for less than the full number of the then available Option Shares, the number of
Option Shares available to be purchased in such following Twelve-Month Period
shall be reduced (but not below 200,000) as follows (the number of shares by
which the number of available Option Shares is reduced each Twelve-Month Period
in accordance herewith shall be referred to herein as the "Takeaway"):
(i) After June 30, 1998, if Optionee has not
purchased any Option Shares pursuant to this Option prior to June 30,
1998, the Takeaway each Twelve-Month Period shall be 175,000 shares.
For example, if no Option Shares are purchased prior to June 30, 1998,
the number of available Option Shares for the period from July 1, 1998
through June 30, 1999 will be 900,000 - 175,000, or 725,000, and then,
if no Option Shares are purchased during the period from July 1, 1998
through June 30, 1999, the number of available Option Shares for the
period from July 1, 1999 through June 30, 2000 will be 550,000.
(ii) In each Twelve-Month Period that Optionee
exercises this Option for less than all of the Option Shares available
in that particular Twelve-Month Period (the "Base Year"), the Takeaway
for the following Twelve-Month Period shall be determined by
multiplying the Takeaway for the Base Year by a fraction, the
denominator of which is the maximum number of Option Shares available
at the beginning of the Base Year and the numerator of which is the
remaining number of Option Shares available for exercise at the end of
the Base Year. For example, if no Option Shares were purchased in prior
to June 30, 1998, and 100,000 Option Shares were purchased during the
period from July 1, 1998 through June 30, 1999, (from the 725,000
available Option Shares for such period), the Takeaway for 1999 would
be (725,000 - 100,000)/725,000 X 175,000, or 150,862. Therefore,
725,000 - 100,000 - 150,862, or 474,138 Option Shares would be
available for the period from July 1, 1999 through June 30, 2000. The
reduced Takeaway determined by the formula described herein shall then
be applicable for each following Twelve-Month Period, subject to
further reduction in accordance with such formula by reason of any
exercise of part of the Option during subsequent Twelve-Month Periods.
(iii) In no event shall the Takeaway reduce the
number of Option Shares available to be purchased pursuant to this
Option to less than 200,000 Option Shares.
(c) Adjustments Upon Certain Events. The number of Option
Shares available and the Option Price shall be adjusted as follows:
(i) In the event of any capital reorganization or any consolidation or
merger of the Company with or into another person (each, a "Reorganization"),
Optionee shall have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in this Option and in lieu of the shares of
the Common Stock of the Company then purchasable and receivable upon the
exercise of the rights represented by this Option, the kind and number of shares
of stock, securities or other property (including cash) of the Company, or other
corporation resulting from such consolidation or surviving such merger, to which
the holder of the number of outstanding shares of such Common Stock equal to the
number of shares of such stock then purchasable and receivable upon the exercise
of the rights represented by this Option immediately prior to such
Reorganization would have been entitled to receive with respect to such
Reorganization, and in any such case appropriate provision shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of Optionee to the end that the provisions herein set forth
shall thereafter be applicable, as nearly as reasonably may be, in relation to
any shares, other securities or property thereafter deliverable upon the
exercise of this Option. The provisions of this Section 3(c)(i) shall similarly
apply to successive Reorganizations.
(ii) If outstanding shares of Common Stock shall be subdivided into a
greater number of shares, or a dividend in Common Stock or other securities of
the Corporation convertible or exchangeable into shares of Common Stock (in
which latter event the number of shares of Common Stock issuable upon the
conversion or exchange of such securities shall be deemed to have been
distributed), shall be paid in respect to the Common Stock (but in all cases
excluding any such events if material value is paid to the Corporation in
connection therewith), (a) the number of shares of Common Stock which may be
acquired by Optionee upon the exercise of this Option shall, simultaneously with
the effectiveness of such subdivision or immediately after the record date of
such dividend, be proportionately increased, and (b) the Option Price shall be
adjusted to a price determined by multiplying the Option Price in effect
immediately prior to such subdivision or dividend by a fraction, the numerator
of which is the number of shares of Common Stock for which this Option is
exercisable immediately before such subdivision or dividend, and the denominator
of which is the number of shares of Common Stock for which this Option is
exercisable immediately after giving effect to such subdivision or dividend.
Conversely, if the outstanding shares of Common Stock shall be combined into a
smaller number of shares, the number of shares of Common Stock which may be
acquired by Optionee upon the exercise of this Option shall, simultaneously with
the effectiveness of such combination, be proportionately reduced and the Option
Price shall be adjusted in accordance herewith.
(iii) If the Company shall issue Common Stock at a price per share less
than the Option Price per share of Common Stock on the date of such issuance
(the "Determination Date"), then and in each such case, the Option Price shall
be adjusted to a price determined by dividing the sum of (a) the number of
shares of Common Stock outstanding immediately prior to the Determination Date
multiplied by the Option Price in effect immediately prior to the Determination
Date, plus (b) the aggregate consideration, if any, received by the Company upon
such issuance of additional shares, by the sum of (x) the number of shares of
Common Stock outstanding immediately prior to the Determination Date, plus (y)
the number of additional shares of Common Stock issued. The number of shares of
Common Stock into which this Option is exercisable at the opening of business on
the next day following the Determination Date shall also be adjusted to equal
the number of shares into which this Option is exercisable immediately prior to
the Determination Date multiplied by a fraction, the denominator of which is the
Option Price after giving effect to the adjustment in this Section 3(c)(iii),
and the numerator of which is the Option Price in effect immediately prior to
the Determination Date.
(iv) If the Company shall issue, sell, distribute or otherwise grant any
rights to subscribe for, or to purchase, or any warrants or options (other than
options issued to employees) for the purchase of Common Stock or any stock or
securities convertible into or exchangeable for Common Stock (collectively,
"Convertible Securities"), whether or not such Convertible Securities are
immediately exercisable, and the price per share for which Common Stock is
issuable upon the exercise of such Convertible Securities (determined by
dividing the total amount, if any, received or receivable by the Company as
consideration for such Convertible Securities, plus the minimum aggregate amount
of additional consideration, if any, payable to the Company upon the exercise of
any Convertible Securities or the exchange therefore, by the maximum aggregate
number of shares of Common Stock issuable upon the exercise of such Convertible
Securities) shall be less than the Option Price per share of Common Stock in
effect immediately prior to the time of the granting or issuance of such
Convertible Securities, then the aggregate number of shares of Common Stock
available under this Option and the Option Price shall both be adjusted in
accordance with Section 3(c)(iii) hereof as though such shares of Common Stock
for which such Convertible Securities are convertible or exchangeable were
actually issued at the aforementioned price on the date of the issuance of such
Convertible Securities; provided however, that upon the expiration of such
Convertible Securities without exercise, conversion, or exchange, the Exercise
Price and the number of common shares issuable upon the exercise of this Option
shall both be readjusted as though such Convertible Securities had not been
issued.
(v) Notwithstanding anything in this Section 3(c) to the contrary, no
adjustment to the number of available Option Shares or to the Option Price shall
be made for shares of Common Stock, or Convertible Securities convertible or
exchangeable for shares of Common Stock, issued or paid to Optionee.
4. Notice of Certain Events. In case at any time:
(i) the Company shall declare or pay any dividend or make any distribution
to the holders of its Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of
its Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization or reclassification of the
capital stock of the Company or consolidation or merger of the Company with, or
sale of all or substantially all of its assets to, another corporation; or
(iv) there shall be a voluntary or involuntary dissolution, liquidation or
winding up of the Company;
then, in any one or more of the above cases, the Company shall give written
notice to Optionee in accordance with this Agreement of the date on which (i)
the books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights or (ii) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also specify
the date as of which the holders of Common Stock of record shall participate in
said dividend, distribution or subscription rights, or shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be. Such written notice shall be
given not less than 30 days prior to the record date or the date on which the
transfer books of the Company are closed in respect to such record date in the
case of an action specified in clause (i), and at least 30 days prior to the
action in question in the case of an action specified in clauses (ii) or (iii).
5. Agreement of Optionee. Optionee hereby agrees to hold all of the
Option Shares acquired by Optionee pursuant to Optionee's exercise of this
Option for investment purposes and not with a view to resale or distribution
thereof to the public. Optionee hereby agrees to execute such documents as the
Board may require with respect to state and federal securities laws.
6. No Impairment. The Company will not, by amendment of its Restated
Articles or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by the Company under this Option, but will at all times in
good faith assist in the carrying out of all the provisions of this Option and
in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Optionee.
7. No Voting Rights. This Option shall not entitle the Optionee to any
voting rights or other rights as a stockholder of the Company, and no dividend
or interest shall be payable or accrue in respect of this Option or the interest
represented by or the shares purchasable under this Option until and unless, and
except to the extent that, this Option shall be exercised.
8. Stock Certificates. The issuance of stock certificates upon the
exercise of this Option shall be made without charge to the Optionee for any tax
(other than taxes attributable to any difference between the fair market value
and the Option Price on the date of the exercise of this Option or transfer
taxes resulting from issuance of stock certificates to a person other than the
Optionee) in respect of the issue of such stock. The Optionee shall for all
purposes be deemed to have become the holder of record of the shares issued upon
exercise of this Option on the date both payment and the Notice of Exercise are
delivered to the Company, irrespective of the date of delivery of the
certificate for such shares, except that, if the date the Notice of Exercise is
delivered to the Company is a date the Company is closed for business, the
Optionee shall be deemed to have become the holder of such shares at the close
of business on the next succeeding date on which the Company is open for
business.
9. Miscellaneous.
(a) Any notice, request, instruction or other document to be
given hereunder by any party hereto to any other party hereto shall be in
writing and delivered personally or sent by registered or certified mail
(including by overnight courier or express mail service), postage or fees
prepaid,
if to the Company to:
Law Companies Group, Inc.
0 Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxx X. Xxxxx
with a copy to:
Long Xxxxxxxx Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Mr. F. T. Xxxxx, Xx.
if to Optionee to:
Xx. Xxxxxx X. Xxxxxxxx
Xx. Xxxxx X. Xxxxxxxx
0000 Xxxx Xxxx Xxxxx
Xxxxx Xxxxxxxx, Xxxxxxx 00000
with a copy to:
Arnall Golden & Xxxxxxx, LLP
One Atlantic Center
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxxxx Xxxxxx
or at such other address for a party as shall be specified by like notice. Any
notice which is delivered personally in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or the office of such party. Any notice which is addressed
and mailed in the manner herein provided shall be conclusively presumed to have
been duly given to the party to which it is addressed at the close of business,
local time of the recipient, on the fourth business day after the day it is so
placed in the mail or, if earlier, the time of actual receipt.
(b) This Agreement is being made in, and shall be construed in
accordance with and governed by the laws of the State of Georgia, without giving
effect to, the principles of conflicts of law thereof.
(c) This Agreement, together with the other "Transaction
Documents" (as defined in the Security Purchase Agreement), constitute the sole
understanding of the parties with respect to the subject matter hereof.
(d) The headings of the Sections and paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.
(e) This Agreement may be executed in multiple counterparts,
each of which shall for all purposes be deemed to be an original and all of
which shall constitute the same instrument.
(f) The Board shall have the sole and final authority in any
matter relating to the interpretation of this Agreement or any provision of this
Agreement.
(g) This Agreement shall be transferable, in whole or in part.
Upon any such transfer, Optionees shall promptly notify the Company of the name
and address of any such transferee.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf as of the date indicated on the
first page hereof.
LAW COMPANIES GROUP, INC.
By:
Xxxxx X. Xxxxx,
Chairman, CEO and President
OPTIONEE:
---------------------------------
Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxx X. Xxxxxxxx
EXHIBIT A
NOTICE OF EXERCISE
Pursuant to the terms of the Stock Option Agreement, dated
________________, between Law Companies Group, Inc. and the undersigned
Optionee, which Agreement is made a part hereof and incorporated herein by
reference, Optionee hereby exercises its option to purchase _____ of its Option
Shares. Optionee hereby delivers, together with this written statement of
exercise, the full Option Price with respect to the exercised Option Shares in
the form of a cashier's check payable to the Company, or by wire transfer of
immediately available funds to an account designated from time to time by the
Company for such purpose, in the total amount of $_______________.
Executed this _____ day of _______________, 19__.
OPTIONEE:
-------------------------------------
Signature
-------------------------------------
Print or Type Name
Law Companies Group, Inc. hereby acknowledges receipt of the above notice
of exercise and payment of the Option Price this _____ day of
____________________, 19__.
LAW COMPANIES GROUP, INC.
By:
Xxxxx X. Xxxxx
Chairman, CEO and President
