EXHIBIT 10.22
OPTION AGREEMENT
This OPTION AGREEMENT (this "Agreement"), dated effective as
of November 15, 1999, provides for the granting of an option by NCI Acquisition
Corporation, a Delaware corporation (the "Company") and the parent of Nationwide
Credit, Inc. ("NCI"), to Xxxxxxx Xxxx, an employee of NCI (the "Optionee").
The Company has duly adopted the NCI Acquisition Corporation
1997 Management Performance Option Plan (the "Plan"), a copy of which is
attached hereto as Exhibit A and which is incorporated herein by reference. In
accordance with Section 6 of the Plan, the Board of Directors of the Company has
determined that the Optionee is to be granted options under the Plan to buy
shares of the Company's common stock, $0.01 par value (the "Shares"), on the
terms and subject to the conditions hereinafter provided. The options granted
pursuant to this Agreement are in addition to and not in replacement of the
options granted pursuant to the Option Agreement, dated as of _______ __, 1998,
between the Company and Optionee.
1. Number of Shares, Option Prices. (a) The Company hereby grants to the
Optionee an option (the "Class A Option") to purchase up to 4,805 Shares (the
"Class A Option Shares") at a price of $100.00 per Share, exercisable by the
payment of the exercise price in cash.
(b) In addition to the Class A Options, the Company hereby grants to the
Optionee an option (the "Class B Option") to purchase up to 4,805 Shares (the
"Class B Option Shares") at a price of $100.00 per Share, exercisable by the
payment of the exercise price in cash.
(c) The Company also hereby grants to the Optionee an option (the "Class C
Option") to purchase up to 4,805 Shares (the "Class C Option Shares") at a price
of $100.00 per Share, exercisable by the payment of the exercise price in cash.
The Class C Options, together with the Class B Options and the Class A Options
are collectively referred to herein as the "Options". The Class C Option Shares,
together with the Class B Option Shares and the Class A Option Shares are
collectively referred to herein to as the "Option Shares".
2. Period of Options and Conditions of Exercise. The period of the Options and
the conditions to exercise the Options are set forth in the Plan.
3. Termination Upon Termination of Employment. Except as otherwise provided in
Section 8 of the Plan, the Options shall terminate immediately upon the
Optionee's ceasing to be a full-time employee of the Company.
4. Non-Transferability of Performance Options; Death of Optionee. The Options
and this Option Agreement shall not be transferred by the Optionee except to a
living trust for the benefit of any or all of the Optionee's spouse or
descendants or to a deceased Optionee's executors, legal heirs, devisees,
administrators or testamentary trustees and beneficiaries, and the Option may be
exercised during the lifetime of the Optionee only by the Optionee. Except to
the extent provided above, the Options and this Option Agreement may not be
assigned, transferred, pledged, hypothecated or disposed of in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process.
5. Exercise of Options. The Options shall be exercised in the manner set forth
in the Plan.
6. Specific Restrictions Upon Option Shares. The Optionee hereby agrees with the
Company as follows:
(a) The Optionee is acquiring the Options and shall acquire the Option Shares
for investment purposes only and not with a view to resale or other distribution
thereof to the public in violation of the Securities Act of 1933, as amended
(the "Securities Act"), and shall not dispose of any Option or Option Shares in
transactions which, in the opinion of counsel to the Company, violate the
Securities Act, or the rules and regulations thereunder, or any applicable state
securities or "blue sky" laws; and further
(b) If any Option Shares shall be registered under the Securities Act, no public
offering (otherwise than on a national securities exchange, as defined in the
Securities Exchange Act of 1934, as amended) of any Option Shares shall be made
by the Optionee (or any other persons) under such circumstances that he or she
(or such person) may be deemed an underwriter, as defined in the Securities Act;
and further
(c) The Company shall have the authority to endorse upon the certificate or
certificates representing the Option Shares such legends referring to the
foregoing restrictions, any restrictions resulting from the fact that the
Optionee is a party to the Stockholders' Agreement (as defined in the Plan) and
any other applicable restrictions as it may deem appropriate.
(d) The Optionee is, by reason of his, her or its business or financial
experience described below, capable of evaluating the merits and risks of this
investment and of protecting the Optionee's own interests in connection with the
purchase of the Options and the Option Shares.
List any information the Optionee believes is relevant in showing that
he, she or it is able to evaluate adequately the risks and merits of
this investment or has knowledge and experience in financial or
business matters:
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7. Notices. Any notice required or permitted under this Option Agreement shall
be deemed given when delivered (i) personally or by recognized overnight
courier, or (ii) when deposited in a United States Post Office as registered
mail, postage prepaid, addressed, as appropriate, either to the Optionee at his
or her address set forth below or such other address as he or she may designate
in writing to the Company, and to the Company at 0000 Xxxxxx Xxxxx Xxxx, 0xx
Xxxxx, Xxxxxxx, Xxxxxxx 00000, Attention:
President, or such other address as the Company may designate in writing to the
Optionee.
8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Option Agreement shall in no way be construed to be a
waiver of such provision or of any other provision hereof.
9. Governing Law. This Option Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
10. Provisions of Plan. Except as otherwise specifically set forth herein, the
Options provided for herein are granted pursuant to the Plan, and said Options
and this Option Agreement are in all respects governed by the Plan and subject
to all of the terms and provisions thereof, whether such terms and provisions
are incorporated in this Option Agreement solely by reference or are expressly
cited herein. A copy of the Plan has been furnished to the Optionee, and the
Optionee hereby acknowledges receipt thereof.
IN WITNESS WHEREOF, the Company has executed this Option
Agreement on the day and year first above written.
NCI ACQUISITION CORPORATION
By:
Name:
Title:
The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Option Agreement.
Xxxxxxx Xxxx
Address:77 Xxxx Xxxxxx Xxxxx, X.X.
Xxxxxxxxx 000
Xxxxxxx, Xxxxxxx 00000
