ICCE, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of this
19th day of May, 1997, is by and between ICCE, Inc., a Georgia corporation (the
"Company"), and Xxxxxxx Xxxx, Xx. (the "Optionee").
WHEREAS, the Board of Directors of the Company adopted a stock option plan
known as the "ICCE, Inc. 1997 Stock Option Plan" (the "Plan").
WHEREAS, the Company has granted the Optionee a stock option to purchase
the number of shares of the Company's common stock as set forth below, and in
consideration of the granting of that stock option the Optionee intends to
remain in the employ of the Company; and
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.
1. Incorporation of Plan. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan
has been delivered to, and receipt is hereby acknowledged by, the Optionee.
2. Grant of Option. Subject to the terms, restrictions, limitations and
conditions stated herein, the Company hereby evidences its grant to the
Optionee, not in lieu of salary or other compensation, of the right and option
(the "Option") to purchase all or any part of the number of shares of the
Company's Common Stock (the "Stock"), set forth on Schedule A attached hereto
and incorporated herein by reference. The Option shall be exercisable in the
amounts and at the times specified on Schedule A or its attachments
(collectively referred to hereafter as "Schedule A"). The Option shall expire
and shall not be exercisable on or after the date specified on Schedule A or on
such earlier date as determined pursuant to Section 8, 9, or 10 hereof.
Schedule A states whether the Option is intended to be an Incentive Stock
Option.
3. Purchase Price. The price per share to be paid by the Optionee for
the shares subject to this Option (the "Exercise Price") shall be as specified
on Schedule A.
4. Exercise Terms. The Optionee must exercise the Option for at least
the lesser of 100 shares or the number of shares of Purchasable Stock as to
which the Option remains unexercised. If this Option is not exercised with
respect to all or any part of the shares subject to this Option prior to its
expiration, the shares with respect to which this Option was not exercised
shall no longer be subject to this Option.
5. Option Non-Transferable. No Option shall be transferable by an
Optionee other than by will or the laws of descent and distribution or, in the
case of non-Incentive Stock Options, pursuant to a Qualified Domestic Relations
Order. During the lifetime of an Optionee, Options shall be exercisable only
by such Optionee (or by such Optionee's guardian or legal representative,
should one be appointed).
6. Notice of Exercise of Option. This Option may be exercised by the
Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the Notice
of Exercise attached hereto as Schedule B) signed by the Optionee, or by such
administrators, executors or personal representatives, and delivered or mailed
to the Company as specified in Section 14 hereof to the attention of the
President or such other officer as the Company may designate. Any such notice
shall (a) specify the number of shares of Stock which the Optionee or the
Optionee's administrators, executors or personal representatives, as the case
may be, then elects to purchase hereunder, (b) contain such information as may
be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by
(i) a certified or cashier's check payable to the Company in payment of the
total Exercise Price applicable to such shares as provided herein, (ii) shares
of Stock owned by the Optionee, and duly endorsed or accompanied by stock
transfer powers, having a Fair Market Value equal to the total Exercise Price
applicable to the shares then being purchased hereunder, or (iii) a certified
or cashier's check accompanied by the number of shares of Stock whose Fair
Market Value when added to the amount of the check equals the total Exercise
Price applicable to the shares then being purchased hereunder. Upon receipt of
any such notice and accompanying payment, and subject to the terms hereof, the
Company agrees to issue to the Optionee or the Optionee's administrators,
executors or personal representatives, as the case may be, stock certificates
for the number of shares specified in such notice registered in the name of the
person exercising this Option.
7. Adjustment in Option. The number of Shares subject to this Option,
the Exercise Price and other matters are subject to adjustment during the term
of this Option in accordance with Section 5.2 of the Plan.
8. Termination of Employment.
(a) Except as otherwise specified in Schedule A hereto, in the event of
the termination of the Optionee's employment with the Company or any of its
Subsidiaries, other than a termination that is either (i) for cause, (ii)
voluntary on the part of the Optionee and without written consent of the
Company, or (iii) for reasons of death or disability or retirement, the
Optionee may exercise this Option at any time within 30 days after such
termination to the extent of the number of shares which were purchasable
hereunder at the date of such termination.
(b) Except as specified in Schedule A attached hereto, in the event of a
termination of the Optionee's employment that is either (i) for cause or (ii)
voluntary on the part of the Optionee and without the written consent of the
Company, this Option, to the extent not previously exercised, shall terminate
immediately and shall not thereafter be or become exercisable.
(c) Unless and to the extent otherwise provided in Exhibit A hereto, in
the event of the retirement of the Optionee at the normal retirement date as
prescribed from time to time by the Company or any Subsidiary, the Optionee
shall continue to have the right to exercise any Options for shares which were
Purchasable at the date of the Optionee's retirement provided that, on the date
which is three months after the date of retirement, the Options will become
void and unexercisable unless on the date of retirement the Optionee enters
into a noncompete agreement with the Company and continues to comply with such
noncompete agreement. This Option does not confer upon the Optionee any right
with respect to continuance of employment by the Company or by any of its
Subsidiaries. This Option shall not be affected by any change of employment so
long as the Optionee continues to be an employee of the Company or one of its
Subsidiaries.
9. Disabled Optionee. Except as otherwise set forth in Schedule A, in
the event of termination of employment because of the Optionee's becoming a
Disabled Optionee, the Optionee (or his or her personal representative) may
exercise this Option, within a period ending on the earlier of (a) the last day
of the one year period following the Optionee's death or (b) the expiration
date of this Option, to the extent of the number of shares which were
Purchasable hereunder at the date of such termination.
10. Death of Optionee. Except as otherwise set forth in Schedule A with
respect to the rights of the Optionee upon termination of employment under
Section 8(a) above, in the event of the Optionee's death while employed by the
Company or any of its Subsidiaries or within three months after a termination
of such employment (if such termination was neither (i) for cause nor (ii)
voluntary on the part of the Optionee and without the written consent of the
Company), the appropriate persons described in Section 6 hereof or persons to
whom all or a portion of this Option is transferred in accordance with Section
5 hereof may exercise this Option at any time within a period ending on the
earlier of (a) the last day of the one year period following the Optionee's
death or (b) the expiration date of this Option. If the Optionee was an
employee of the Company or any of its Subsidiaries at the time of death, this
Option may be so exercised to the extent of the number of shares that were
Purchasable hereunder at the date of death. If the Optionee's employment
terminated prior to his or her death, this Option may be exercised only to the
extent of the number of shares covered by this Option which were Purchasable
hereunder at the date of such termination.
11. Date of Grant. This Option was granted by the Board of Directors of
the Company on the date set forth in Schedule A (the "Date of Grant").
12. Compliance with Regulatory Matters. The Optionee acknowledges that
the issuance of capital stock of the Company is subject to limitations imposed
by federal and state law and the Optionee hereby agrees that the Company shall
not be obligated to issue any shares of Stock upon exercise of this Option that
would cause the Company to violate law or any rule, regulation, order or
consent decree of any regulatory authority (including without limitation the
Securities and Exchange Commission) having jurisdiction over the affairs of the
Company. The Optionee agrees that the Optionee will provide the Company with
such information as is reasonably requested by the Company or its counsel to
determine whether the issuance of Stock complies with the provisions described
by this Section 12.
13. Restriction on Disposition of Shares. The Optionee hereby
acknowledges that the shares purchased pursuant to the exercise of an Incentive
Stock Option may lose their intended federal income tax benefits to the
Optionee in the event that the shares are transferred before the later to occur
of: (i) the date two years after the grant of the Incentive Stock Option, or
(ii) one year after the transfer of the shares to the Optionee pursuant to the
exercise of an Incentive Stock Option. The Optionee further acknowledges that
he or she is solely responsible for obtaining his or her own tax advice
relating to the exercise of an Incentive Stock Option and the disposition of
shares acquired through the exercise of an Incentive Stock Option.
14. Miscellaneous.
(a) This Agreement shall be binding upon the parties hereto and their
representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be governed by
the laws of, the State of Georgia.
(c) Any requests or notices to be given hereunder shall be deemed given,
and any elections or exercises to be made or accomplished shall be deemed made
or accomplished, upon actual delivery thereof to the designated recipient, or
three days after deposit thereof in the United States mail, registered, return
receipt requested and postage prepaid, addressed, if to the Optionee, at the
address set forth below and, if to the Company, to the executive offices of the
Company at Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000.
(d) This Agreement may not be modified except in a writing executed by
each of the parties hereto.
IN WITNESS WHEREOF, the Board of Directors of the Company has caused this
Stock Option Agreement to be executed on behalf of the Company and the
Company's seal to be affixed hereto and attested by the Secretary or an
Assistant Secretary of the Company, and the Optionee has executed this Stock
Option Agreement under seal, all as of the day and year first above written.
ICCE, Inc. OPTIONEE
By: /s/ Xxxx Xxxxxxxxx /s/ Xxxxxxx Xxxx, Xx.
Name: Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxx, Xx.
Title: President Address:
0000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
ICCE, INC.
AND
XXXXXXX XXXX, XX.
Dated: May 19, 1997
1. Number of Shares Subject to Option: 97,698 Shares.
2. This Option (Check one) [ ] is [X] is not an Incentive Stock Option.
3. Option Exercise Price: $8.00 per Share.
4. Date of Grant: May 19, 1997
5. Option Vesting Schedule:
Check one:
( ) Options are exercisable with respect to all shares on or after
the date hereof.
(X) Options are exercisable with respect to the number of shares
indicated below on or after the date indicated next to the
number of shares:*
No. of Shares Vesting Date
32,566 March 10, 1998
32,566 March 10, 1999
32,566 March 10, 2000
* 90,132 Options shall vest and become exercisable upon the completion of an
"IPO" as defined in the Employment Agreement between the Company and the
Optionee dated March 10, 1997 (the "Employment Agreement"). All unvested
Options shall vest immediately and become exercisable upon a "Change in
Control" as defined in the Employment Agreement.
6. Option Exercise Period:
Check One:
(X) All options expire and are void unless exercised on or before
May 19, 2007.
( ) Options expire and are void unless exercised on or before the
date indicated next to the number of shares:
No. of Shares Expiration Date
7. Effect of Termination of Employment of Optionee (if different from that
set forth in Sections 8 and 10 of the Stock Option Agreement): All
provisions governing this option in connection with termination of the
Optionee's employment with the Company shall be governed by the Employment
Agreement.
SCHEDULE B
NOTICE OF EXERCISE
The undersigned hereby notifies ICCE, Inc. (the "Company") of this
election to exercise the undersigned's stock option to purchase _________
shares of the Company's common stock (the "Common Stock"), pursuant to the
Stock Option Agreement (the "Agreement") between the undersigned and the
Company dated May ___, 1997. Accompanying this Notice is (1) a certified or a
cashier's check in the amount of $__________ payable to the Company, and/or (2)
_______________ shares of the Company's Common Stock presently owned by the
undersigned, and duly endorsed or accompanied by stock transfer powers, having
an aggregate Fair Market Value (as defined in the ICCE, Inc. 1997 Stock Option
Plan) as of the date hereof of $__________, such amounts being equal, in the
aggregate, to the purchase price per share set forth in Section 3 of the
Agreement multiplied by the number of shares being purchased hereby (in each
instance subject to appropriate adjustment pursuant to Section 5.2 of the
Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
____ day of ____________, _____.
OPTIONEE [OR OPTIONEE'S
ADMINISTRATOR,
EXECUTOR OR PERSONAL
REPRESENTATIVE]
______________________________________________
Signature
______________________________________________
Name and Position (if other than Optionee)
