EXHIBIT 10.12.2
STOCK OPTION AGREEMENT
Number of Shares subject to option: 63,251. Option No.: __________.
This STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
this 7th day of January, 1986, between The System Works, Inc., a Georgia
corporation (the "Company") and Xxxx X. Blend, an individual residing at
_______________ Atlanta, Georgia (the "Optionee").
W I T N E S S E T H:
SECTION 1. GRANT OF OPTION. Pursuant to the terms and conditions of
The System Works, Inc. Stock Option Plan (the "Plan") and this Agreement, the
Company hereby grants to the Optionee a Stock Option (the "Option") to purchase
from the Company, for cash and/or with stock of the Company, all or any part of
an aggregate of 63,251 shares of the $.01 par value common stock (collectively,
the "Shares" and singularly, a "Share") of the Company at the purchase price of
$2.7211 per share.
Section 2. TERMS AND CONDITIONS. It is understood and agreed that the
Option evidenced hereby is subject to the following terms and conditions:
(a) EXPIRATION DATE. The Option shall expire ten years after the date
hereof, on January 7, 1996.
(b) EXERCISE OF OPTION. Subject to earlier termination as set forth in
Section 2(c) hereof, this Option may be exercised only as set forth herein,
provided, however, that the Company may, in its absolute discretion and upon
such terms and conditions as it deems appropriate, permit this Option to be
exercised in whole or in part at any time in the event of a merger or a
consolidation of the Company into another corporation, the acquisition by any
person, corporation or other entity of more than 50% of the Company's then
outstanding common stock or the liquidation or dissolution of the Company.
Subject to the provisions of this Agreement, on or after the first anniversary
date of this Agreement and during the term of this Option, Optionee may
purchase 33,333 of the Shares subject to this Option; and on or after the
second anniversary date of this Agreement and during the term of this Option the
Optionee may purchase the remaining 29,918 Shares subject to this Option. Such
right shall be cumulative from year to year, that is, any Shares not purchased
during one year may be purchased in any subsequent year during the term of the
Option. Fractional Shares
will not be issued. This Option may be exercised in whole or in part only by
the delivery by the Optionee (or his legal representative) of written notice to
the Company at its office at 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxx 00, Xxxxx 000,
Xxxxxxxx, Xxxxxxx 00000, personally or by certified mail. Each such notice
shall state the number of Shares with respect to which this Option is being
exercised and shall specify a date, not less than five days nor more than
fifteen days after the date of the delivery of such notice on which the Shares
shall be taken and payment made. Payment for such Shares shall be in any manner
the Company deems acceptable, including, in the discretion of the Company, cash,
certified or cashier's check or personal check, or shares in the Company. The
Option shall not be deemed exercised in whole or in part until payment in the
manner described above has been made, provided, however, in the event of
failure of the Optionee to take and pay for the number of Shares specified in
the notice of election to the date stated therein, the Option shall become
inoperative as to such number of Shares but shall continue with respect to any
remaining Shares subject to the Option as to which exercise has not been made.
(c) EXERCISE UPON DEATH OR TERMINATION OF EMPLOYMENT. In the event of the
death of Optionee while an employee of the Company or of a Subsidiary, that
number of Shares that may be purchasable pursuant to this option, subject to the
limitations of Section 2 (b), for which Optionee has not exercised his right to
purchase at the time of Optionee's death shall be purchasable after such death
by the person or persons to whom Optionee's rights under this Option pass by
will or applicable law, or if no such person has such right by his executors or
administrators, at any time, or from time to time within six months after the
date of Optionee's death, but in no event later than the expiration date
specified in subparagraph (a) of this Section 2. (2) If Optionee's employment
shall terminate for any reason other than death, all rights to exercise this
Option shall immediately terminate.
(d) NONTRANSFERABILITY. This Option is not transferable other than by
will or by the laws of descent and distribution. During the lifetime of the
Optionee this Option is exercisable only by him.
(e) ADJUSTMENTS. In the event of any change in the outstanding Shares by
reason of a stock dividend, recapitalization, split-up, merger, consolidation,
combination or exchange of Shares or the like, the aggregate number and kind of
Shares subject to each outstanding option and the option prices shall be
appropriately adjusted by the Committee (but, in the case of a merger or
consolidation the Committee may determine that adjust-
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ments are not appropriate under the circumstances). Any adjustment(s) so made
shall be final and binding upon Optionee.
(f) NO RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a
stockholder of the Company prior to the issuance by the Company of a certificate
or certificates representing Shares acquired hereunder.
(g) NO RIGHT TO CONTINUED EMPLOYMENT. This Option shall not affect in any
way whatsoever the employment of Optionee by the Company or any Subsidiary
thereof, nor the right of the Company or a Subsidiary, as the case may be, to
terminate Optionee's employment with same.
(h) COMPLIANCE WITH LAW AND REGULATIONS. This Option and the obligation
of the Company to sell and deliver Shares hereunder shall be subject to all
applicable laws, rules and regulations, including, but not limited to, those of
the United States and its states, and to such approvals by any government or
regulatory agency as may be required.
SECTION 3. INVESTMENT REPRESENTATION. Optionee shall furnish the
Company prior to the issuance of any Shares hereunder an agreement, in form and
substance satisfactory to the Company, to the effect that the Shares to be
acquired thereby if not registered pursuant to applicable state or federal
securities laws will be acquired for investment and not with a view to the sale
or distribution thereof.
SECTION 4. OPTIONEE BOUND BY PLAN. Optionee hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all the terms and
provisions thereof. The provisions of the Plan are incorporated herein by this
reference.
SECTION 5. NOTICES. Any notice hereunder to the Company shall be
addressed to it at its office, 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx 00, Xxxxx 000,
Xxxxxxxx, Xxxxxxx, 00000; Attention: Treasurer, and any notice hereunder to
Optionee shall be addressed to him at ____________________, Atlanta, Georgia
________; subject to the right of either party to designate at any time
hereafter in writing some other address.
SECTION 6. GOVERNING LAW. This Agreement shall be construed and
interpreted in accordance with Georgia law, to the extent such construction and
interpretation does not adversely affect the treatment of any option intended to
qualify as an Option under the Code.
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SECTION 7. COUNTERPARTS. This Agreement has been executed in two
counterparts each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its Chief Executive Officer or a Vice President and Optionee has executed this
Agreement, both as of the day and year first above written.
[CORPORATE SEAL] THE SYSTEM WORKS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Pres.
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/s/ Xxxx X. Blend
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Xxxx X. Blend, Optionee
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