STOCK OPTION AGREEMENT
This Agreement is made as of July 1, 1996, by H.T.E., Inc., referred to
as the corporation, and Xxxxxx X. Xxxxx, referred to as the optionee.
In consideration of the premises and the mutual covenants set forth
below and for other good and valuable consideration, the parties to this
agreement agree as follows:
SECTION ONE
GRANT
The corporation irrevocably grants to the optionee, as a matter of
separate agreement and not in lieu of salary or any other compensation for
services, the right and option, referred to as the "option," to purchase all or
any part of an aggregate of one thousand (1,000) shares of Class A Common Stock
(the "shares") of the corporation on the terms and conditions set forth in this
agreement. The purchase price of the shares shall be ninety-six dollars ($96.00)
per share, which is considered to be the fair market value of the shares as of
the date of this agreement. As a condition of the corporation issuing and
delivering the shares to the optionee upon his exercise of the option, the
optionee shall enter into and execute and deliver to the corporation a certain
stockholders agreement and registration rights agreement in regard to the shares
to be issued to him hereunder (a copy of said stockholders agreement and
registration rights agreement are attached hereto as exhibits A and B,
respectively).
SECTION TWO
DURATION
The option shall continue for a period of five (5) years from the date
of this agreement and, unless sooner terminated under the provisions of Section
Three, shall expire at the end of that period.
SECTION THREE
TERMINATION
(a) In the event that the employment of the optionee should be
terminated for any cause, other than the death of the optionee, whether by
reason of resignation or discharge or retirement, the option shall terminate
seven (7) months from the date on which the employment was terminated.
(b) The option shall terminate twelve (12) months from the date of the
optionee's death, provided the optionee at the time of death was in the employ
of the corporation.
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SECTION FOUR
TRANSFER
The option may not be transferred except by will or the laws of descent
and distribution and may be exercised only by the optionee during his lifetime.
The option may not be assigned, transferred (except as noted in this agreement),
pledged or hypothecated in any way (whether by operation of law or otherwise),
and shall not be subject to execution, attachment, or similar process. Any
attempted assignment, transfer, pledge, hypothecation, or other disposition of
the option contrary to the provisions of this agreement, and the levy of any
attachment or similar process on the option, shall be null and void and without
effect.
SECTION FIVE
WHEN EXERCISABLE
The option shall not be exercised unless and until the optionee has
been in the continuous employ of the corporation for six (6) months from the
date of this agreement, provided, however, that in the event of the optionee's
death while in the employ of the corporation or the optionee's retirement under
the corporation's retirement plan within six months (6) months from the date of
this agreement, the option shall become exercisable immediately on the date of
his death or retirement.
SECTION SIX
DEATH OF OPTIONEE
Subject to Sections Two and Three, in the event of the optionee's death
the option may be exercised by the legal representatives of the estate of the
optionee or by the person or persons to whom the optionee's rights under the
option shall pass by will or the laws of descent and distribution.
SECTION SEVEN
TOTAL OR PARTIAL EXERCISE
The option may be exercised either at one time as to the total number
of shares or from time to time as to any portion of the shares in units of fifty
(50) shares or multiples thereof.
SECTION EIGHT
NOTICE OF EXERCISE; ISSUANCE OF CERTIFICATES
Subject to the terms and conditions of this agreement, the option may
be exercised by written notice to the corporation, at its principal office at
000 X. Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, attention of the Chief
Financial Officer. The notice shall state the election to exercise the option
and the number of shares in respect of which it is being exercised, shall
contain a representation and agreement by the person or persons so exercising
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the option that the shares are being purchased for investment and not with a
view to the distribution or resale, and shall be signed by the person or persons
so exercising the option. The notice shall be accompanied by a certified or bank
cashier's check payable to the order of the corporation for the full purchase
price of the shares in respect of which the option is being exercised. The
certificate or certificates representing the shares shall be issued and
delivered by the corporation as soon as practicable after receipt of the notice
and payment. The certificate or certificates shall be registered in the name of
the person or persons so exercising the option or, if the option shall be
exercised by the optionee and if the optionee shall so request in the notice
exercising the option, shall be registered in the name of the optionee and
another person jointly, with right of survivorship, and shall be delivered to or
on the written order of the person or persons exercising the option. If the
option is being exercised pursuant to Section Six, by any person or persons
other than the optionee, the notice shall be accompanied by appropriate proof of
the right of the person or persons to exercise the option.
SECTION NINE
MINIMUM PERIOD OF EMPLOYMENT
The optionee agrees to remain and continue in his service as an
employee of the corporation for a period of at least six (6) months from the
date of this agreement, but at the pleasure of the corporation and without
restriction on the right of the corporation to terminate the optionee's
employment at any time.
SECTION TEN
PURCHASE FOR INVESTMENT ONLY
The optionee represents and agrees, and each other person who, pursuant
to Section Six, shall exercise the option in whole or in part shall be required
to represent and agree at the time of exercise, that any and all shares of
common stock purchased by him or her pursuant to the option will be purchased
for investment and not with a view to the distribution or resale.
SECTION ELEVEN
ADJUSTMENT ON RECAPITALIZATION
In the event of a merger, consolidation, reorganization,
recapitalization, reclassification of stock, stock dividend, split-up, or other
change in the corporate structure or capitalization of the corporation affecting
the corporation's common stock as presently constituted, appropriate adjustments
shall be made by the board of directors in the aggregate number and kind of
shares subject to this stock option, and the price per share subject to
outstanding options.
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SECTION TWELVE
REGISTRATION OF SHARES
If, at any time, the corporation shall determine in its sole and
absolute discretion that the registration or qualification of the shares covered
by the option under any state or federal law is necessary or desirable as a
condition of or in connection with the delivery of the shares on the exercise of
the option, the delivery of the shares shall be deferred until the registration
or qualification has been effected.
In witness, the parties have executed this agreement as of the day and
year first above written.
H.T.E., Inc.
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx, President
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