Exhibit 4.7
This OPTION ASSUMPTION AGREEMENT (this "Agreement"), dated December 30,
1997 is made among True North Communications Inc., a Delaware corporation (the
"Parent"), Bozell, Jacobs, Xxxxxx & Xxxxxxxx, Inc. a Delaware corporation (the
"Company") and (the "Optionee"). References to "he," "him," and "his" shall mean
the feminine form of such terms, when applicable.
WHEREAS, the Optionee and the Company are parties to a "Stock Option
Agreement" (the "Option Agreement") attached hereto as Exhibit A pursuant to
which the Optionee has options (the "Options") outstanding with respect to
200,000 shares of the Company's common stock pursuant to the Bozell, Jacobs,
Xxxxxx & Xxxxxxxx, Inc. Stock Option Plan (the "Plan");
WHEREAS, the Company, pursuant to an Agreement and Plan of Merger, dated as
of July 30, 1997 (the "Merger Agreement"), among Parent, Cherokee Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of the Parent,
and the Company, will become a wholly-owned subsidiary of the Parent (the
"Merger");
WHEREAS, pursuant to Section 5.8 of the Merger Agreement, Parent has agreed
to assume each option under the Plan which is outstanding immediately prior to
the Effective Time (as such term is defined in the Merger Agreement); and
WHEREAS, the parties hereto intend, effective as of the Effective Time,
that the Company common stock subject to each Option of the Optionee shall be
replaced with Parent common stock in accordance with the formula set forth in
Section 5.8 of the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Assumption of Options. Effective as of the Effective Time,
each Option of the Optionee shall be assumed by Parent and become and represent
an option to purchase the number of shares of Parent Common Stock (as such term
is defined in the Merger Agreement) (a "Substitute Option") (decreased to the
nearest full share) determined by multiplying (i) the number of shares of
Company Common Stock (as much term is defined in the Merger Agreement) by (ii)
the Exchange Ratio (as such term is defined in the Merger Agreement), which
Substitute Options shall have an exercise price per share of Parent Common Stock
(rounded up to the nearest tenth of a cent) equal to the exercise price per
share of Company Common Stock immediately prior to the Effective Time divided by
the Exchange Ration (Such number of shares of Parent Common Stock and such
revised exercise price are set forth on the signature page hereto). Parent shall
pay cash to the Optionee in lieu of issuing fractional shares of Parent Common
Stock upon the exercise of Substitute Options for shares of Parent Common Stock,
unless in the judgment of Parent such payment would adversely affect the ability
to account for the Merger under the pooling of interests method.
Section 2. Substitute Options. Except as provided above in Section 1,
each Substitute Option shall be exercisable upon the same terms and conditions
as were applicable under the related Option immediately prior to the Effective
Time.
Section 3. Not a Contract of Employment. This Agreement shall not be
deemed to constitute a contract of employment between the parties hereto, nor
shall any provision hereof restrict the right of the Parent and/or the Company
to discharge the Optionee, or restrict the right of the Optionee to terminate
his employment with the Parent and/or the Company.
Section 4. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the Optionee and his beneficiaries and shall be
binding upon and inure to the benefit of the Parent and the Company, and any
successor organization to either such entity.
Section 5. Amendment. No term or provision of this Agreement may be
changed, waived, discharged or terminated orally, but may only be changed,
waived, discharged or terminated by an instrument in writing executed by each of
the parties to this Agreement.
Section 6. Governing Law/Severability. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York. If, under
such law, any portion of this Agreement is at any time deemed to be in conflict
with any applicable statute, rule, judicial interpretation binding on the
parties, regulation or ordinance, such portion shall be deemed to be modified or
altered to conform thereto or, if that is not possible, to be omitted from this
Agreement; and the invalidity of any such portion shall not affect the force,
effect and validity of the remaining portions hereof.
Section 7. Captions. Section headings are for convenience of reference
only and shall not be considered a part of this Agreement.
Section 8. Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties have signed this Agreement as of the day
and year first written above.
TRUE NORTH COMMUNICATIONS INC.,
as the Parent hereunder
By
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DATE
BOZELL, JACOBS, XXXXXX & XXXXXXXX, INC.,
as the Company hereunder
By
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DATE
as the Optionee hereunder
By
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DATE
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