COLUMBIA CAPITAL CORP.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of September 16, 1999 by and between Columbia
Capital Corp., a Delaware corporation (the "Company"), and CNG Financial
Corporation, an Ohio corporation ("Optionee").
R E C I T A L
- - - - - - -
The Board of Directors of the Company (the "Board of Directors") has
authorized the granting to Optionee, pursuant to Section 4.11 of that certain
Agreement for the Purchase of Stock, by and among the Company and Optionee, of
even date herewith (the "Stock Purchase Agreement"), of a non-qualified stock
option to purchase the number of shares of Common Stock of the Company specified
in Paragraph 1 hereof, at the price specified therein, such option to be for the
term and upon the terms and conditions hereinafter stated.
A G R E E M E N T
- - - - - - - - -
NOW, THEREFORE, in consideration of the premises and of the
undertakings of the parties hereto contained herein, it is hereby agreed:
1. NUMBER OF SHARES; OPTION PRICE. Pursuant to said action of the Board
of Directors, the Company hereby grants to Optionee, subject to Section 4.11 of
the Stock Purchase Agreement, and in consideration of the Stock Purchase
Agreement, the option ("Option") to purchase up to 10,000,000 shares ("Option
Shares") of Common Stock of the Company, at the exercise price of $0.20 per
share.
2. TERM. This Option shall expire one (1) year from the date first
written above. In the event that CNG shall fail to pay each of the First and
Second Installment Payments (as such terms are defined in the Stock Purchase
Agreement) in a timely manner, this Option shall be cancelled immediately.
3. SHARES SUBJECT TO EXERCISE. All 10,000,000 Options shall be
exercisable in whole, and not in part, upon payment in full of the Second
Installment Payment for the Second Installment of Exchanged CLCK Stock (as such
term is defined in the Stock Purchase Agreement) of the Company, pursuant to
Section 3.1(b) of the Stock Purchase Agreement, and shall thereafter remain
subject to exercise for the term specified in Paragraph 2 hereof.
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4. METHOD AND TIME OF EXERCISE. The Option may be exercised by written
notice delivered to the Company stating the number of shares with respect to
which the Option is being exercised, together with a check made payable to the
Company in the amount of the purchase price of such shares plus the amount of
applicable federal, state and local withholding taxes, and the written statement
provided for in Paragraph 8 hereof, if required by such Paragraph 8. Only whole
shares may be purchased.
5. TAX WITHHOLDING. As a condition to exercise of this Option, the
Company may require the Optionee to pay over to the Company all applicable
federal, state and local taxes which the Company is required to withhold with
respect to the exercise of this Option. At the discretion of the Company and
upon the request of the Optionee, the minimum statutory withholding tax
requirements may be satisfied by the withholding of shares of Common Stock
otherwise issuable to the Optionee upon the exercise of this Option.
6. TRANSFERABILITY. Until such time that this Option is exercisable
hereunder, this Option may not be assigned or transferred.
7. OPTIONEE NOT A SHAREHOLDER. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by the
Option until the date of issuance of a stock certificate or stock certificates
to him upon exercise of the Option. No adjustment will be made for dividends or
other rights for which the record date is prior to the date such stock
certificate or certificates are issued.
8. RESTRICTIONS ON SALE OF SHARES. Optionee represents and agrees that,
upon Optionee's exercise of the Option in whole or part, unless there is in
effect at that time under the Securities Act of 1933 a registration statement
relating to the shares issued to him, he will acquire the shares issuable upon
exercise of this Option for the purpose of investment and not with a view to
their resale or further distribution, and that upon each exercise thereof
Optionee will furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. Optionee agrees that any
certificates issued upon exercise of this Option may bear a legend indicating
that their transferability is restricted in accordance with applicable state or
federal securities law. Any person or persons entitled to exercise this Option
under the provisions of Paragraph 6 hereof shall, upon each exercise of the
Option under circumstances in which Optionee would be required to furnish such a
written statement, also furnish to the Company a written statement to the same
effect, satisfactory to the Company in form and substance.
9. NOTICES. All notices to the Company shall be addressed to the
Company at the principal office of the Company at 0000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxx, Xxxxx 00000, Telecopier No. (000) 000-0000, and all notices to Optionee
shall be addressed to Optionee at the address and telecopier number of Optionee
on file with the Company, or to such other address and telecopier number as
either may designate to the other in writing. A notice shall be deemed to be
duly given if and when enclosed in a properly addressed sealed envelope
deposited, postage prepaid, with the United States Postal Service and followed
by telecopier to the addressee. In lieu of giving notice by mail as aforesaid,
written notices under this Agreement may be given by personal delivery to
Optionee or to the Company (as the case may be).
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10. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 2 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER,
that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.
11. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other
provision of this Option, upon the dissolution or liquidation of the Company,
the reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate; provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.
12. INVALID PROVISIONS. In the event that any provision of this
Agreement is found to be invalid or otherwise unenforceable under any applicable
law, such invalidity or unenforceability shall not be construed as rendering any
other provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid or unenforceable provision were not contained herein.
13. APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.
14. COUNTERPARTS. This Agreement may be executed in counterparts, all
of which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the parties
hereto and delivered to the other.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
COLUMBIA CAPITAL CORP.
("Company")
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Xxxxxxx X. Xxxxx
Chief Executive Officer
Social Security Number
or Employer Identification
Number: ("Optionee")
CNG FINANCIAL CORPORATION
00-0000000 By: /s/ Xxxxx X. Xxxxx
--------------------------- ---------------------------
Xxxxx X. Xxxxx, President
Address:
CNG Financial Corporation
Attn: Xxxxx X. Xxxxx, President
0000 Xxxxxxxxxxx - Xxxxxxx Xxxx
Xxxxx, Xxxx 00000
Telecopier No. (000) 000-0000
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AMENDMENT NO. 1 TO COLUMBIA CAPITAL CORP.
NONQUALIFIED STOCK OPTION AGREEMENT
This Amendment No. 1 to Columbia Capital Corp. Nonqualified Stock
Option Agreement (the "Amendment") is dated as of September 30, 1999, and amends
and modifies that certain Columbia Capital Corp. Nonqualified Stock Option
Agreement (the "Stock Option Agreement"), dated as of September 16, 1999, and
entered into by and between Columbia Capital Corporation, a Delaware corporation
(the "Company") and CNG Financial Corporation, an Ohio corporation ("Optionee").
Unless otherwise indicated herein, capitalized terms contained in this Amendment
shall have the same meanings ascribed to them in the Stock Option Agreement.
Recital
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WHEREAS, by executing that certain Amendment to Agreement for the
Purchase of Stock, of even date herewith, the Company and Optionee have amended
that certain Agreement for the Purchase of Stock dated as of September 16, 1999
by changing the definition of the Second Installment Payment Date from September
30, 1999 to October 22, 1999; and
WHEREAS, the parties desire to recite and acknowledge that, for the
purposes of the Stock Option Agreement, the definition of the Second Installment
Payment Date shall similarly be October 22, 1999;
Agreement
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In consideration of the mutual promises made herein, the sufficiency of
which consideration the parties acknowledge, the Company and Optionee hereby
amend the Stock Option Agreement by removing Paragraph 2 of the Stock Option
Agreement and replacing same with the following:
2. TERM. Notwithstanding any other provision of this Agreement, this
Option shall expire on September 16, 2000. In the event that
Optionee shall fail to pay the First Installment Payment on or
before September 16, 1999 or shall fail to pay the Second
Installment Payment on or before October 22, 1999, this Option
shall be cancelled immediately.
Except as expressly modified herein, the Stock Option Agreement shall
continue to remain in full force and effect, and this Amendment shall
incorporate by reference all terms and conditions of the Agreement which are not
otherwise contrary to the provisions of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and entered into as of the date first above written at Abilene, Texas.
(the "Company")
COLUMBIA CAPITAL CORPORATION
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Xxxxxxx X. Xxxxx, Chief Executive Officer
("Optionee")
CNG FINANCIAL CORPORATION
an Ohio corporation
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Xxxxx X. Xxxxx, President
