EXHIBIT 4(h)
COMPUCOM SYSTEMS, INC.
STOCK OPTION AGREEMENT
UNDER THE STOCK OPTION PLAN FOR DIRECTORS
CompuCom Systems, Inc., a Delaware corporation, (the "Corporation"), hereby
grants to _____________ (the "Optionee") an Option (the "Option") as defined in
and pursuant to the Stock Option Plan for Directors (the "Plan") to purchase
10,000 shares of the common stock of the Corporation (the "Option Shares"), par
value of $0.01 per share (the "Common Stock"), at the price of $_________ per
share.
ADDITIONAL PROVISIONS
---------------------
1. Non-Transferability of Option. The Option granted hereby shall not
-----------------------------
be transferable by the Optionee except by will or the laws of descent and
distribution, shall be exercisable during his lifetime only by him, and after
his death only as set forth in the Plan and herein, and shall in all other
respects be subject to the terms, conditions and provisions of the Plan, all of
which shall be deemed to be incorporated herein by reference.
2. Stock Adjustments. In the event of any change in the number or
-----------------
class of shares of Common Stock outstanding by reason of a stock dividend, stock
split, subdivision or combination of shares, the number and class of shares of
Common Stock subject to the Plan and the Options granted hereunder, and the
exercise price of each outstanding Option, shall be proportionately adjusted
(rounded to the nearest whole number of shares).
In the event that the Corporation is to be dissolved or liquidated, or
the Corporation is a party to a merger or consolidation with another corporation
in which the Corporation will not be the surviving entity or in which the
outstanding shares of Common Stock will be converted into cash, securities or
other property, or in the event that the Corporation is a party to a
reorganization, then upon exercise of the Options granted hereunder, the
Optionee shall be entitled only to receive for the exercise price thereof, the
amount of cash, securities or other property into or for which one share of
Common Stock was converted or exchanged multiplied by the number of shares of
Common Stock subject to such Option.
3. Term of Option. The term of the Option shall be ten (10) years
--------------
from the date of this Agreement.
4. Exercise and Expiration of Option. The Option granted hereby
---------------------------------
shall be exercisable only as follows:
(a) An Option may be exercised by the Optionee only during the continuance
of the Optionee's service on the Board of Directors of the Corporation or in
accordance with the provisions of subparagraphs 4(d), (e) and (f) below. Once an
Option Share has become vested, the Optionee may exercise his or her Option with
respect to such number of Option Shares so vested as the Optionee may elect at
any time before the termination of the Option as set forth in this Agreement.
(b) The Option granted hereby may not be exercised after the expiration of
the term thereof, as provided in Section 3 of this Agreement.
(c) The Option granted hereby shall be exercisable in part or in whole
during ten (10) years from the date of this Agreement in accordance with the
following vesting schedule:
Period Percentage Vested
------ -----------------
(d) If the Optionee's service as a director of the Corporation shall
terminate other than as a result of the employment of such Optionee by the
Corporation or the Corporation's Affiliates (as defined in the Plan), the
Optionee's death, or the Optionee's retirement after age 65, the Option granted
hereby shall be exercisable by the Optionee at any time within six months after
the date of such termination, to the extent the Option was exercisable by the
Optionee on the date of such termination, but in no event after the expiration
of the term of the Option. If the Option is not exercised as provided in this
paragraph (d), it shall expire and shall not thereafter be exercisable.
(e) If the Optionee's service as a director of the Corporation shall
terminate as a result of the employment of such Optionee by the Corporation or
the Corporation's Affiliates or the Optionee's retirement after age 65, such
Optionee shall retain the right to exercise the installments of his or her
Option in accordance with the terms of this Agreement, whether or not such
installments were exercisable as of the date the Optionee became an employee or
retired.
(f) If the Optionee's service on the Board of Directors of the Corporation
shall terminate by reason of the Optionee's death, the Option granted hereby
shall be exercisable by the Optionee's estate or the persons who acquired the
right to exercise such Option by bequest or inheritance, at any time within one
year after the date of such death to the extent the Option was exercisable by
the Optionee on the date of death; provided, however, that in no event shall any
Option be exercisable after the expiration of its term. If the Option is not
exercised as provided in this paragraph (f), it shall expire and shall not
thereafter be exercisable.
5. Notice of Exercise of Option and Payment for Shares. The Optionee
---------------------------------------------------
shall deliver to the Corporation written notice of his or her election to
exercise all or part of the Option granted hereby, which notice shall specify
the number of shares in respect to which the Option is to be exercised.
The Optionee shall pay the exercise price of the shares of Stock being
purchased (a) in cash or its equivalent; (b) in Stock previously acquired by the
Optionee, provided that if such Stock was acquired through exercise of an ISO,
such Stock has been held by the Optionee for a period of not less than the
holding period described in section 422(a)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), on the date of exercise, or if such Stock was
acquired through exercise of an NQSO or of an option under a similar plan, such
Stock has been held by the Optionee for a period of more than one year on the
date of exercise, and further provided that the Optionee shall not have tendered
Stock in payment of the exercise price of any other Option under the Plan or any
other stock option plan of the Corporation within six calendar months of the
date of exercise; (c) in any combination of (a) and (b) above; or (d) by
delivering a properly executed notice of exercise of the Option to the
Corporation and a broker, with irrevocable instructions to the broker to deliver
to the Corporation on the settlement date the amount of
sale proceeds necessary to pay the exercise price of the Option. In the event
the Option price is paid, in whole or in part, with Stock, the portion of the
Option price so paid shall be equal to the "fair market value" on the date of
tender of the Stock so tendered in payment of such Option price.
Unless the Corporation has theretofore notified the Optionee that a
registration statement covering the shares to be acquired upon the exercise of
the Option has become effective under the 1933 Act and the Corporation has not
thereafter notified the Optionee that such registration is no longer effective,
it shall be a condition to any exercise of this Option that the Optionee
represent to the Corporation in writing at the time the Optionee exercises the
Option granted hereby that the Optionee (a) is acquiring the Option Shares for
the purpose of investment and not with a view to distribution and will not
dispose of such shares in any manner that would involve a violation of
applicable securities laws, (b) has been advised and understands that the Option
Shares have not been registered under the Securities Act of 1933, are
"restricted securities" within the meaning of Rule 144 under the Act, are
subject to restrictions on transfer and that the Corporation is under no
obligation to register the Option Shares under the Act or to take any action
which would make available to the Optionee any exemption from such registration,
and (c) understands that the certificates for such Option Shares shall bear an
appropriate legend restricting transfer in accordance with applicable securities
laws. This representation need not be made if the shares of the Common Stock
acquired through the exercise of the Option have been registered with the
Securities and Exchange Commission prior to the date of exercise.
6. Definitions. Except as otherwise defined in this Agreement, the
-----------
terms used in this Agreement shall have the meanings set forth in the Plan.
7. Governing Law. This Agreement shall be deemed to be made under
-------------
and shall be construed in accordance with the laws of the State of Delaware.
8. Date of Agreement. This Agreement shall be dated the date of the
-----------------
granting of the Option hereunder.
Date: COMPUCOM SYSTEMS, INC.
By:
-----------------------------------------------
Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
Accepted:
By:
-----------------------------------------------
Optionee
