Exhibit 99.7
SECOND AMENDMENT TO STOCK OPTION AGREEMENT
THIS SECOND AMENDMENT to Stock Option Agreement (this "Amendment") is
made as of the 29th day of June, 1999, by and among LawGibb Group, Inc. (f/k/a
Law Companies Group, Inc.), a Georgia corporation (the "Company"), Xxxxxx X.
Xxxxxxxx, a resident of the State of Georgia ("X. Xxxxxxxx"), Xxxxx X. Xxxxxxxx,
Xx., Family Partnership, L.P., a Georgia limited partnership (the "Limited
Partnership" and jointly and severally with X. Xxxxxxxx, "Optionee"), and Xxxxx
X. Xxxxxxxx, Xx., a resident of the State of Georgia and a general partner of
the Limited Partnership ("X. Xxxxxxxx").
R E C I T A L S:
WHEREAS, Optionee holds an option to acquire shares of common stock of
the Company pursuant to that certain Stock Option Agreement, dated May 6, 1997,
between the Company, X. Xxxxxxxx and X. Xxxxxxxx (the "Stock Option Agreement");
WHEREAS, on or around September 25, 1997, X. Xxxxxxxx transferred
his interests in the Stock Option Agreement to the Limited Partnership; and
WHEREAS, the Stock Option Agreement permits such a transfer upon
Optionee providing notice to the Company of the name and address of any such
transferee, and Optionee has provided such notice;
NOW, THEREFORE, in consideration of the mutual recitals, promises and
covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Amendment. The Stock Option Agreement is hereby amended by deleting the
Limited Partnership as a party and substituting X. Xxxxxxxx therefor. References
to "Optionee" in the Stock Option Agreement shall henceforth mean X. Xxxxxxxx
and X. Xxxxxxxx, jointly and severally. By his execution hereof, X. Xxxxxxxx
agrees to be bound by all of the terms, conditions and restrictions of the Stock
Option Agreement.
2. Stock Option Agreement Otherwise Unchanged. Except as provided herein,
the Stock Option Agreement shall remain unchanged and in full force and effect.
3. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
4. Binding Effect. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Georgia without giving effect to the
principles of conflicts of law thereof.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of
the date first above written.
" THE COMPANY":
LAWGIBB GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Chief Financial Officer
"OPTIONEE":
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
XXXXX X. XXXXXXXX, XX.
FAMILY PARTNERSHIP, L.P.
/s/ Xxxxx X. Xxxxxxxx, Xx.
Xxxxx X. Xxxxxxxx, Xx., General Partner
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, General Partner
/s/ Xxxxx X. Xxxxxxxx, Xx.
Xxxxx X. Xxxxxxxx, Xx., Limited Partner
"X. XXXXXXXX":
/s/ Xxxxx X. Xxxxxxxx, Xx.
Xxxxx X. Xxxxxxxx, Xx.
