EXHIBIT 2
AZTEC TECHNOLOGY PARTNERS, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
GRANTED UNDER 1998 STOCK INCENTIVE PLAN
In accordance with the stock option exchange program of Aztec Technology
Partners, Inc., a Delaware corporation (the "Company") and pursuant to the
election by Xxxxxxxx X. Xxxxxxx, an employee of the Company (the "Participant"),
to exchange certain options previously granted by the Company to the Particpant,
this agreement supersedes and replaces a previously issued agreement, dated June
10, 1998, granting the Participant an option to purchase 1,650,374 shares of
common stock, $0.001 par value per share, of the Company ("Common Stock") at
$9.875 per share (the "Cancelled Agreement"). The issuance of this agreement by
the Company to the Participant effectively cancels and renders void the
Cancelled Agreement.
1. Grant of Option.
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This agreement evidences the grant by the Company on December 14, 1998 to the
Participant, of an option to purchase, in whole or in part, on the terms
provided herein and in the Company's 1998 Stock Incentive Plan (the "Plan"), a
total of 859,845 shares (the "Shares") of Common Stock at $3.96875 per Share,
with a vesting date of June 10, 1998 (the "Vesting Date"). Unless earlier
terminated, this option shall expire ten years from the Vesting Date (the "Final
Exercise Date").
It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.
2. Vesting Schedule.
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This option will vest as to one hundred percent (100%) of the Shares on June 10,
1998; provided, however, that such options shall not be exercisable until June
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10, 1999.
3. Exercise of Option.
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a. Form of Exercise. Each election to exercise this option shall be in
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writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan. The Participant may purchase less than the number of
shares covered hereby, provided that no partial exercise of this option may be
for any fractional share.
b. Termination of Option. Except as set forth in Section 3(c) below, this
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option shall terminate after the Final Exercise Date.
c. Option Subject to Terms of Employment Agreement. The exercisability of
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this option is subject to the terms and conditions contained in the employment
agreement between the Participant and the Company dated as of June 10, 1998.
4. Withholding.
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No Shares will be issued pursuant to the exercise of this option unless and
until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any Federal, state or local withholding taxes
required by law to be withheld in respect of this option. This withholding
obligation may be satisfied by the Participant transferring to the Company
sufficient options underlying shares of stock such that the differential between
the exercise price and the market price of such shares of stock, when multiplied
by the number of options transferred, equals the withholding obligation.
5. Transferability of Option.
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This option may be sold, assigned, transferred, pledged or otherwise encumbered
by the Participant to any person or entity.
6. Provisions of the Plan.
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This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option. Notwithstanding the foregoing,
this option shall not be subject to any adjustment for anti-dilution other than
for stock splits (including reverse stock splits) and stock dividends.
IN WITNESS WHEREOF, the Company has caused this option to be executed under its
corporate seal by its duly authorized officer. This option shall take effect as
a sealed instrument.
AZTEC TECHNOLOGY PARTNERS, INC.
Dated as of December 14, 1998 By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Chief Financial Officer, Executive
Vice President, Treasurer and
Secretary
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof. The undersigned hereby acknowledges receipt of a copy of
the Company's 1998 Stock Incentive Plan.
PARTICIPANT:
_________________________________________
Signature
Address: ________________________________
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