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EXHIBIT 4.4
ROLL-OVER STOCK OPTION ASSUMPTION AGREEMENT
This Assumption Agreement is executed as of the 14th day of December 1999
by PROVANT, Inc. (the "PROVANT").
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in that certain Agreement and Plan of Merger dated as
of December 14, 1999, by and among PROVANT, a Delaware corporation, SDL
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
PROVANT ("Acquisition"), Xxxx-Xxxxxxx Leadership Consulting Group, Inc., a
California corporation ("Xxxx-Xxxxxxx"), Xxxx-Xxxxxxx Leadership Consulting
U.K., Ltd., a California corporation ("Xxxx-Xxxxxxx UK"), the shareholders of
Xxxx-Xxxxxxx and Xxxx-Xxxxxxx UK, Xxxxx X. Xxxx, Xxxx Xxxxxxxxx and Xxxx Xxxxx
(the "Merger Agreement"). In the event of any conflict between any term or
condition of this Assumption Agreement and the Merger Agreement, the terms and
conditions of the Merger Agreement shall be controlling.
Pursuant to the terms of the Merger Agreement, PROVANT hereby assumes
unexercised options to purchase an aggregate of 182,100 shares of common stock,
par value $.01 per share, of Xxxx-Xxxxxxx (the "Xxxx-Xxxxxxx Options") and
unexercised options to purchase an aggregate of 1,498 shares of common stock of
Xxxx-Xxxxxxx UK (the "Xxxx-Xxxxxxx UK Options"). Each Xxxx-Xxxxxxx Option and
Xxxx-Xxxxxxx UK Option continues in effect on the same terms and conditions as
in effect immediately prior to the Mergers, except that (i) the Xxxx-Xxxxxxx
Options have been converted into options to purchase, in the aggregate, that
number of whole shares of PROVANT Common Stock that is equal to 182,100 times
1.925357, with an exercise price per share equal to the exercise price per share
of the respective Xxxx-Xxxxxxx Option divided by 1.925357 and (ii) the
Xxxx-Xxxxxxx UK Options have been converted automatically upon the effective
time of the Mergers into options to purchase, in the aggregate, that number of
shares of whole shares of PROVANT Common Stock that is equal to 1,498 times
1.070627, with an exercise price per share equal to the exercise price per share
of the respective Xxxx-Xxxxxxx UK Option divided by 1.070627.
Pursuant to the terms of each of the agreements representing the
Xxxx-Xxxxxxx Options (the Xxxx-Xxxxxxx Option Agreements") and the Xxxx-Xxxxxxx
UK Options (the "Xxxx-Xxxxxxx UK Option Agreements"), each of the Xxxx-Xxxxxxx
Options became exercisable in full upon the effective time of the Mergers and
shall remain exercisable until such options become unexercisable pursuant to the
terms of the Xxxx-Xxxxxxx Option Agreements and each of the Xxxx-Xxxxxxx UK
Options are exercisable and shall remain exercisable following the Mergers until
such options become unexercisable pursuant to the terms of the Xxxx-Xxxxxxx UK
Option Agreements.
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Executed as a sealed instrument as of the day and year first above written.
PROVANT, INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Executive Vice President
