TSW INTERNATIONAL, INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement"), is made and
entered into as of 12/11/96, between TSW INTERNATIONAL, INC., a Georgia
corporation (the "Company"), and ▇▇▇▇▇ ▇▇▇▇ ("Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. GRANT OF OPTION AND EFFECTIVE DATE
1.1 GRANT. The Company hereby grants to Optionee pursuant to the
Company's 1994 Stock Option Plan (the "Plan"), a copy of which is attached to
this Agreement as Exhibit 1, an incentive stock option (the "ISO") to purchase
all or any part of the aggregate of 76,000 shares (the "ISO Shares") of the
Company's common stock ("Common Stock") on the terms and conditions set forth
herein and in the Plan, the terms and conditions of the Plan being hereby
incorporated into this Agreement by reference.
1.2 EFFECTIVE DATE. The grant date effective date of this ISO is
12/11/96 ("Effective Date").
2. EXERCISE PRICE. The exercise price for the purchase of the shares of
Common Stock covered by this ISO shall be $9.23 per share.
3. TERM. Unless otherwise specified on Exhibit 3 attached hereto, if any
(the absence of such exhibit indicating that no exhibit was intended), this ISO
shall expire as provided in Section 4(a) of the Plan.
4. ADJUSTMENT OF ISOs. The Company shall adjust the number and kind of
shares and the exercise price thereof in certain circumstances in accordance
with the provisions of the Plan.
5. EXERCISE OF OPTIONS.
5.1 TIME OF EXERCISE. Unless otherwise specified on Exhibit 5.1
attached hereto, if any (the absence of such Exhibit indicating that no
exhibit was intended) the ISO shall be exercisable in whole or in part with
respect to 20 percent of the total number of ISO Shares to which an option to
acquire was granted to the Optionee on the first anniversary of the Effective
Date. Thereafter, the right to exercise the ISO shall increase by an
additional 20 percent of the total number of ISO Shares at the end of each of
the immediately following anniversaries of the Effective Date.
5.2 EXERCISE AFTER TERMINATION OF EMPLOYMENT. This ISO may be
exercised after termination of the Optionee's employment only in accordance with
the provisions of Section 4(f) of the Plan.
5.3 MANNER OF EXERCISE. Optionee may exercise this ISO, or any portion
of this ISO, by giving written notice to the Company at its principal executive
office, to the attention of the Secretary of the Company, accompanied by a copy
of the 1994 Stock Option Plan Stock Purchase Agreement in substantially the form
attached hereto as Exhibit 5.3 executed by Optionee (or at the option of the
Company such other form of stock purchase agreement as shall then be acceptable
to the Company), payment of the exercise price and payment of any applicable
withholding or employment taxes. The date the Company receives written notice
of an exercise hereunder accompanied by payment will be considered as the date
this ISO was exercised.
Promptly after receipt of written notice of exercise of the ISO, the
Company shall, without stock issue or transfer taxes to the Optionee or other
person entitled to exercise, instruct its transfer agent to deliver to the
Optionee or other person a certificate or certificates for the requisite number
of ISO Shares. An Optionee or transferee of an Optionee shall not have any
privileges as a shareholder with respect to any ISO Shares covered by the option
until the date of issuance of a stock certificate.
5.4 PAYMENT. Except as provided in Exhibit 5.4 attached hereto, if
any (the absence of such exhibit indicating that no exhibit was intended),
payment in full, in cash, shall be made for all ISO Shares purchased at the time
written notice of exercise of the ISO is given to the Company, and proceeds of
any payment shall constitute general funds of the Company.
6. NONASSIGNABILITY OF ISO. This ISO is not assignable or transferable by
Optionee except by will or by the laws of descent and distribution. During the
life of Optionee, the ISO is exercisable only by the Optionee. Any attempt to
assign, pledge, transfer, hypothecate or otherwise dispose of this ISO in a
manner not herein permitted, and any levy of execution, attachment, or similar
process on this ISO, shall be null and void.
7. RESTRICTION OF ISSUANCE OF SHARES.
7.1 LEGALITY OF ISSUANCE. The Company shall not be obligated to sell
or issue any Exercised Shares pursuant to this Agreement if such sale or
issuance, in the opinion of the Company and the Company's counsel, might
constitute a violation by the Company of any provision of law, including without
limitation the provisions of the Securities Act of 1933, as amended (the "Act").
7.2 REGISTRATION OR QUALIFICATION OF SECURITIES. The Company may, but
shall not be required to, register or qualify the sale of this ISO or any
Exercised Shares under the Act or any other applicable law. The Company shall
not be obligated to take any affirmative action in order to cause the grant or
exercise of this option or the issuance or sale of any Exercised Shares pursuant
thereto to comply with any law.
8. RESTRICTION ON TRANSFER. Regardless whether the sale of the Exercised
Shares has been registered under the Act or has been registered or qualified
under the securities laws of any state, the Company may impose restrictions upon
the sale, pledge or other transfer of Exercised Shares (including the placement
of appropriate legends on stock certificates) if, in the judgement of the
Company and the Company's counsel, such restrictions are necessary or desirable
in order to achieve compliance with the provisions of the Act, the securities
laws of any state, or any other law.
9. STOCK CERTIFICATE RESTRICTIVE LEGENDS. Stock certificates evidencing
Exercised Shares may bear such restrictive legends as the Company and the
Company's counsel deem necessary or advisable under applicable law or pursuant
to this Agreement.
10. DISQUALIFYING DISPOSITIONS. If stock acquired by exercise of this
ISO is disposed of within two years from the Effective Date or within one
year after the purchase of stock under this ISO, the Optionee immediately
prior to the disposition shall promptly notify the Company in writing of the
date and terms of the disposition and shall provide such other information
regarding the disposition as the Company may reasonably require.
11. REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGEMENTS OF
OPTIONEE UPON EXERCISE OF ISO. Optionee hereby agrees that in the event that
the Company and the Company's counsel deem it necessary or advisable in the
exercise of their discretion, the issuance of Exercised Shares may be
conditioned upon certain representations, warranties, and acknowledgements by
the person exercising the ISO (the "Purchaser"), including, without
limitation, those set forth in Section 11.1 through 11.7 inclusive:
11.1 INVESTMENT. Purchaser is acquiring the Exercised Shares for
Purchaser's own account, and not for the account of any other person.
Purchaser is acquiring the Exercised Shares for investment and not with a
view to distribution or resale thereof except in compliance with applicable
laws regulating securities.
11.2 BUSINESS EXPERIENCE. Purchaser is capable of evaluating the merits
and risks of Purchaser's investment in the Company evidenced by purchase of
Exercised Shares.
11.3 RELATION TO COMPANY. Purchaser is presently an officer, director,
or other employee of the Company and in such capacity has become personally
familiar with the business, affairs, financial condition and results of
operations of the Company.
11.4 ACCESS TO INFORMATION. Purchaser has had the opportunity to ask
questions of, and to receive answers from, appropriate executive officers of the
Company with respect to the terms and conditions of the transaction contemplated
hereby and with respect to the business, affairs, financial conditions, and
results of operations of the Company. Purchaser has had access to such
financial and other information as is necessary in order for Purchaser to make a
fully-informed decision as to investment in the Company by way of purchase of
the Exercised Shares, and has had the opportunity to obtain any additional
information necessary to verify any of such information to which Purchaser has
had access.
11.5 SPECULATIVE INVESTMENT. Purchaser's investment in the company
represented by the Exercised Shares is highly speculative in nature and is
subject to a high degree of risk of loss in whole or in part. The amount of
such investment is within Purchaser's risk capital means and is not so great in
relation to Purchaser's total financial resources as would jeopardize the
personal financial needs of Purchaser or Purchaser's family in the event such
investment were lost in whole or in part.
11.6 REGISTRATION. The Company may register the Exercised Shares
under the Act. If the Exercised Shares are not so registered, Purchaser must
bear the economic risk of investment for an indefinite period of time because
the Exercised Shares cannot be transferred by Purchaser unless such transfer is
registered under the Act or an exemption from such registration is available.
The Company has made no agreements, covenants or undertakings whatsoever to
register the transfer of any of the Exercised Shares under the Act. The Company
has made no representation, warranties, or covenants whatsoever as to whether
any exemption for limited sales in routine brokers' transactions pursuant to
Rule 144, will be available; if the exemption under Rule 144 is available at
all, it may not be available until at least two years after payment of cash for
the Exercised Shares and not then unless: (i) a public trading market then
exists in the Company's common stock; (ii) adequate information as to the
Company's financial and other affairs and operations is then available to the
public; and (iii) all other terms and conditions of Rule 144 have been
satisfied.
11.7 TAX ADVICE. The Company has made no warranties or
representations to Purchaser with respect to the income tax consequences of the
transactions contemplated by the option agreement pursuant to which the
Exercised Shares will be purchased and Purchaser is in no manner relying on the
Company or the Company's representatives for an assessment of such tax
consequences.
12. ASSIGNMENT; BINDING EFFECT. Subject to the limitations set forth in
this Agreement, this Agreement shall be binding upon and inure to the benefit of
the executors, administrators, heirs, legal representatives, and successors of
the parties hereto; provided, however, that optionee may not assign any of
Optionee's rights under this Agreement.
13. DAMAGES. Optionee shall be liable to the Company for all costs and
damages, including incidental and consequential damages, resulting from a
disposition of shares which is not in conformity with the provisions of this
Agreement.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia applicable to contracts entered
into and wholly to be performed within the State of Georgia by Georgia
residents. The parties agree that the exclusive jurisdiction and venue of any
action with respect to this Agreement shall in the Superior Court of ▇▇▇▇▇▇
County Georgia or the United States District Court for the Northern District of
Georgia, and each of the parties hereby submits to the exclusive jurisdiction
and venue of such courts for the purpose of such action. The parties agree that
service of process in any such action may be effected by delivery of the summons
to the parties in the manner provided for delivery of notices set forth in
Section 15.
16. NOTICES. All notices and other communications under this Agreement
shall be in writing. Unless and until the Optionee is notified in writing to
the contrary, all notices, communications and documents directed to the Company
and related to the Agreement, if not delivered by hand, shall be mailed,
addressed as follows:
TSW International, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Financial Officer
Unless and until the Company is notified in writing to the contrary, all
notices, communications and documents intended for the Optionee and related to
this Agreement, if not delivered by hand, shall be mailed to Optionee's last
known address as shown on the Company's books. Notices and communications shall
be mailed by first class mail, postage prepaid; documents shall be mailed by
registered mail, return receipt requested, postage prepaid. All mailings and
deliveries related to this Agreement shall be deemed received only when actually
received.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
TSW INTERNATIONAL, INC.
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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TITLE: Chief Financial Officer
The Optionee hereby accepts and agrees to be bound by all of the terms and
conditions of this Agreement and the Plan.
BY: /s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇
DATE:
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EXHIBITS AND SCHEDULES
Exhibit 1 1994 Stock Option Plan
Exhibit 5.1 Time of Exercise
Exhibit 5.1 Time of Exercise
Exhibit 5.3 1994 Stock Option Plan Stock Purchase Agreement
EXHIBIT 5.1 TIME OF EXERCISE
The ISO shall be exercisable in whole or in part with respect to 25 percent
of the total number of ISO Shares to which an option to acquire was granted to
the Optionee on the first anniversary of the Effective Date. Thereafter, the
right to exercise the ISO shall increase by an additional 25 percent of the
total number of ISO Shares at the end of each of the immediately following
anniversaries of the Effective Date.
Acknowledged and Agreed:
Company: The SYSTEM WORKS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Chief Financial Officer
Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇
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[Signature]
▇▇▇▇▇ ▇▇▇▇
SCHEDULE TO EXHIBIT 10.13.2
SCHEDULE OF TERMS OF
INCENTIVE STOCK OPTION AGREEMENTS
GRANTED PURSUANT TO THE 1994 STOCK OPTION PLAN
NUMBER EXERCISE
OPTIONEE DATE OF SHARES PRICE
---------------------- -------- ----------- ---------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 8/17/94 88,888 $4.50
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 8/17/94 81,412 4.50
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 5/4/95 60,634 9.23
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 11/4/96 21,875 9.23
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 12/11/96 76,000 9.23
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 8/8/96 10,834 9.23
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 11/4/96 15,400 9.23
▇▇▇▇ ▇. Blend, III 11/4/96 14,000 9.23
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. 2/11/93 50,000 4.50
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. 11/4/96 10,500 9.23
