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Option Agreement
under the
DecisionOne Holdings Corp.
Management Incentive Plan
Date of Xxxxx: August 7, 1997
Name of Optionee:
Number of Shares
Time Vesting:
Performance Vesting:
Option Price: $20.6084/share
Expiration Date: August 6, 2007
DecisionOne Holdings Corp., a Delaware corporation (the "Company"), hereby
grants to the above-named optionee (the "Optionee") a time vesting option (the
"Time Vesting Option") and a performance vesting option (the "Performance
Vesting Option" and, together with the Time Vesting Option, the "Options") to
purchase from the Company, for the price per share set forth above, the number
of shares of Common Stock, $.01 par value (the "Shares"), of the Company set
forth above pursuant to the DecisionOne Holdings Corp. Management Incentive Plan
(the "Plan"). This Time Vesting Option is intended to be treated as an Incentive
Stock Option. The Performance Vesting Option is not intended to be treated as an
Incentive Stock Option.
Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan, or if not defined therein, in the Employment Agreement.
The terms and conditions of the Option granted hereby, to the extent not
controlled by the terms and conditions contained in the Plan, are as follows:
1. The price at which each Share subject to this Option may be purchased
shall be the price set forth above.
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2. The number of Shares for which this Option may be exercised at any time
through the Expiration Date set forth above shall be determined as follows,
subject to the provisions of Sections 3 and 7.
(a) On each of the first four anniversaries of the Date of Grant, 25% of
the Time Vesting Option shall vest and become exercisable.
(b) The Performance Vesting Option shall vest and become exercisable on
the seventh anniversary of the Date of Xxxxx.
(c) Notwithstanding subsection (b) above, 25% of the Performance Vesting
Option will vest on the thirtieth day following the availability of audited
financial statements with respect to each of fiscal years 1998, 1999, 2000 and
2001, if the "Implied Equity Value" set forth below for the immediately
preceding June 30 (each a "Valuation Date") is achieved:
Valuation Date Implied Equity Value
June 30, 1998 $23.15
June 30, 1999 $32.17
June 30, 2000 $47.93
June 30, 2001 $66.13
Any portion of the Performance Vesting Option which is not accelerated on a
Valuation Date shall vest on the next subsequent Valuation Date if the Implied
Equity Value set forth above is achieved for such subsequent Valuation Date.
Implied Equity Value shall be calculated in accordance with Schedule A hereto.
3. Except as provided in Section 7 hereof, this Option may not be
exercised unless the Optionee is in the employ of the Company or a Subsidiary at
the time of such exercise.
4. The Optionee (or his representative, devisee or heir, as applicable)
may exercise any portion of this Option which has become exercisable in
accordance with the terms hereof as to all or any of the Shares then available
for purchase by delivering to the Company written notice specifying:
(i) the number of whole Shares to be purchased together with payment
in full of the aggregate Option Price of such shares, provided that this
Option may not be exercised for less than 100 Shares or the number of
Shares remaining subject to this Option, whichever is smaller;
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(ii) the address to which dividends, notices, reports, etc. are to
be sent; and
(iii) the Optionee's social security number.
Payment shall be in cash, by certified or bank cashier's check payable to the
order of the Company, free from all collection charges, or in Shares (provided
such shares shall have been held by the Optionee for at least six months unless
the Committee determines in its sole discretion that such six-month holding
period is not necessary to comply with any accounting, legal or any regulatory
requirement) having a Fair Market Value equal to the full amount of the Option
Price therefor, or such other form as may be permitted by the Committee. In
addition, the Optionee may pay the Option Price, and/or satisfy any tax
withholding obligations, by electing to have the Company withhold Shares which
would otherwise be issued to the Optionee upon the exercise of the Option having
a Fair Market Value equal to the full amount of the Option Price therefor. Only
one stock certificate will be issued unless the Optionee otherwise requests in
writing. Xxxxxx purchased upon exercise of the Option will be issued in the name
of the Optionee or the Optionee's Permitted Transferee. The Optionee shall not
be entitled to any rights as a stockholder of the Company in respect of any
Shares covered by this Option until such shares of Stock shall have been paid
for in full and issued to the Optionee.
5. Certificates issued in respect of Shares acquired upon exercise of the
Option shall, unless the Committee otherwise determines, be registered in the
name of the Optionee or its Permitted Transferee and, so long as the Optionee
continues to be governed by the provisions of any loan, shall be deposited by
the Optionee or its Permitted Transferee, together with a stock power endorsed
in blank, with the Company. When the Optionee ceases to be bound by the
provisions of any loan, the Company shall deliver such certificates to the
Optionee or its Permitted Transferee upon request. Such stock certificate shall
carry such appropriate legends, and such written instructions shall be given to
the Company's transfer agent, as may be deemed necessary or advisable by counsel
to the Company in order to comply with the requirements of (i) the Securities
Act of 1933, any state securities laws or any other applicable laws, (ii) the
Investors' Agreement and (iii) any loan.
6. This Option is personal to the Optionee and may be exercised only by
the Optionee or his or her representative in the event of the Optionee's
Disability or death. Any Incentive Stock Option shall not be transferable other
than by will or the laws of descent and distribution and pursuant to Section
8(v) of the Plan. The vested portion of any Nonqualified Stock Option may be
transferred pursuant to Section 8(v) of the Plan and to (i) the spouse, children
or grandchildren of the Optionee ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive
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benefit of such Immediate Family Members or (iii) a partnership in which such
Immediate Family Members are the only partners, provided that (x) there may be
no consideration for any such transfer and (y) subsequent transfers of
transferred Options shall be prohibited except by will or the laws of descent
and distribution. Following transfer, any such Option shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
transfer. The events of termination of employment or death of the Optionee set
forth in the Plan shall continue to be applied with respect to the Optionee,
following which the transferred Options shall be exercisable by the transferee
only to the extent and for the periods specified in the Plan.
7. (a) Except as otherwise provided in the Employment Agreement, if the
Optionee's employment with the Company or any Subsidiary shall terminate, then
the terms and provisions of Section 8 of the Plan shall govern any Options held
by the Optionee.
(b) Except as otherwise provided in the Employment Agreement, upon a
Change of Control, the Time Vesting Option shall vest in its entirety and become
immediately exercisable and, if the Implied Equity Value as of the June 30
immediately preceding the Change of Control was achieved, the Performance
Vesting Option shall vest in its entirety and become immediately exercisable.
8. This Option does not confer on the Optionee any right to continue in
the employ of the Company or any Subsidiary or interfere in any way with the
right of the Company or any Subsidiary to determine the terms of the Optionee's
employment.
9. The Optionee shall, as a condition precedent to the exercise of this
Option and his receipt of Shares, execute an instrument agreeing to be bound by
the Investors' Agreement or, at the election of the Company, a counterpart of
the Investors' Agreement.
10. This Option and the terms and conditions herein set forth are subject
in all respects to the terms and conditions of the Plan, which shall be
controlling. All interpretations or determinations of the Committee and/or the
Board shall be binding and conclusive upon the Optionee and his legal
representatives on any question arising hereunder. The Optionee acknowledges
that he has received and reviewed a copy of the Plan.
11. Optionee acknowledges that any powers, rights or responsibilities of
the Board and/or the Committee set forth herein may be delegated to and
exercised by any subcommittee thereof as permitted under the Plan.
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12. All notices hereunder to the party shall be delivered or mailed to the
following addresses:
If to the Company:
DecisionOne Holding Corp.
c/o DLJ Merchant Banking Partners II, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx
Fax: (000) 000-0000
with a copy to:
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx, Xx.
Fax: (000) 000-0000
If to the Optionee:
To the person and at the address specified on the signature page.
Such addresses for the service of notices may be changed at any time provided
notice of such change is furnished in advance to the other party.
13. This Agreement contains the entire understanding of the parties hereto
in respect of the subject matter contained herein. This Agreement and the Plan
supersedes all prior agreements and understandings between the parties hereto
with respect to the subject matter hereof.
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14. This Option Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without application of the conflict of
laws principles thereof.
15. This Option Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Option Agreement to
be duly executed as of the date first above written.
DECISIONONE HOLDINGS CORP.
By:
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Name:
Title:
OPTIONEE:
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Name:
Address:
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[LETTERHEAD PEB]
Xx. Xxxxx Xxxxxxxx
Vice President
Xxxxx Xxxxxxx Research Center
CN 0000
Xxxxxxxxx, XX 00000-5300 November 30, 1992
Dear Xxx,
In accordance with the terms of PEB's July 1, 1992 letter to Xxxxxxx, the terms
of the letter agreement of July 9, 1992 from Xxxxxxx to PEB, and the Research
Agreement dated November 1, 1990 between PEB and Xxxxxxx, as amended, PEB
confirms that Xxxxxxx is authorized to complete Phase II of that program on the
agreed fixed price basis.
PEB also confirms that it will pay Xxxxxxx $2,000,000, less applicable credit
for prior payments in accordance with the above agreements, uponthe delivery
of the first unit which meets the agreed upon specifications hereto attached.
Very truly yours,
/s/ Brown F Xxxxxxxx
Xxxxx X Xxxxxxxx
President
cc. Xxxxx X. Xxxxxx
Encls.(Specifications)
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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.
SUBORDINATED PROMISSORY NOTE DUE 2010
$59,100,000.00 AUGUST 7, 1997
New York, New York
DECISIONONE HOLDINGS CORP., a Delaware corporation (the "BORROWER"),
for value received, hereby promises to pay, in lawful money of the United
States in immediately available funds, to DecisionOne Corporation, a Delaware
corporation, or its registered assigns (the "HOLDER"), at 00 Xxxx Xxxxxxxxxx
Xxxx, Xxxxxx, Xxxxxxxxxxxx 00000, or such other place as the Holder may
designate from time to time, on August 31, 2010, the principal sum of Fiftynine
Million One Hundred Thousand Dollars (the "PRINCIPAL AMOUNT"). Interest
(computed on the basis of a 360-day year of twelve 30-day months) will be paid
in cash or accrued at the rate of 8.25% per annum on the Principal Amount from
time to time remaining unpaid hereon, semi-annually on November 30 and May 31
of each year (commencing on November 30, 1997) until said Principal Amount
shall be paid in full.
The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.
This Note and the indebtedness evidenced hereby is subordinated to the
prior payment in full of all other indebtedness for borrowed money of the
Borrower (but not trade payables arising in the ordinary course of business),
whether currently existing or hereinafter incurred (any such indebtedness, the
"SENIOR DEBT"). No payment of principal, interest or other amounts in respect
of the indebtedness evidenced hereby shall be made at any time at which there
exists any default or event of default in respect of any Senior Debt. Upon any
dissolution, winding up, liquidation or reorganization of the Borrower, all
principal, interest and other amounts payable in respect of any Senior Debt
shall be paid in full before any payment is made in respect of the indebtedness
evidenced hereby. In the event that any payment shall be made in respect of the
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indebtedness evidenced hereby in contravention of the terms hereof, such
payment shall be held in trust by the recipients thereof for the benefit of,
and shall be paid forthwith over and delivered to, the holders of the Senior
Debt for application pro rata to the payment of all Senior Debt to the extent
necessary to pay such Senior Debt in full.
Subject to the foregoing, the Borrower may, at its option, pay the
Principal Amount in whole at any time without the Holder's prior demand, and
upon final payment in full of the Principal Amount and any accrued interest
thereon, this Note shall immediately be deemed cancelled and of no further
force or effect without any further action on the part of the Borrower.
This Note is registered on the books of the Borrower and is
transferable only by surrender hereof at the principal office of the Borrower
duly endorsed or accompanied by a written instrument of transfer duly executed
by the Holder or its attorney duly authorized in writing. Payment of or on
account of principal and interest on this Note shall be made only to or upon
the order in writing of the Holder.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND SHALL BE GOVERNED
BY THE INTERNAL LAWS (AND NOT THE CONFLICTS LAWS) OF THE STATE OF NEW YORK.
DECISIONONE HOLDINGS CORP.
By:
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Name:
Title:
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