EXHIBIT 10.9
TECHNISOURCE, INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement"), effective as of January
2, 1993, is made by and between Technisource, Inc., a Florida corporation (the
"Company"), and Xxxx Xxxxx (the "Recipient").
In consideration of the mutual covenants contained in this Agreement
and other good and valuable consideration, receipt of which is hereby
acknowledged, the Company and the Recipient agree as follows:
1. GRANT OF OPTION. The Company grants to the Recipient an option to
purchase 303,158 shares of the Company's common stock in accordance
with the terms and conditions of this Agreement (the "Option").
2. OPTION PRICE. The purchase price of the shares of stock covered by the
Option shall be $.1256 per share.
3. ADJUSTMENTS IN OPTION. In the event that the outstanding shares of
stock subject to the Option are changed into or exchanged for a
different number or kind of shares of the Company or other securities
of the Company by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of shares,
the shares subject to the Option and the price per share shall be
equitably adjusted to reflect such changes. Such adjustment in the
Option shall be made without change in the total price applicable to
the unexercised portion of the Option (except for any change in the
aggregate price resulting from rounding-off of share quantities or
prices) and with any necessary corresponding adjustment in the Option
price per share. Any such adjustment made by the Company shall be final
and binding upon the Recipient, the Company and all other interested
persons.
4. PERSON ELIGIBLE TO EXERCISE OPTION. During the lifetime of the
Recipient, only the Recipient may exercise the Option or any portion
thereof. After the death of the Recipient, any exercisable portion of
the Option may, prior to the date on which the Option expires under the
terms of this Agreement, be exercised by the Recipient's personal
representative or by any other person empowered to do so under the
Recipient's will, trust or under the then applicable laws of descent
and distribution.
5. MANNER OF EXERCISE. The Option, or any portion thereof, may be
exercised only in accordance with the terms of this Agreement and
solely by delivery to the Secretary of the Company of all of the
following items prior to the time when the Option or such portion
becomes unexercisable under the terms of this Agreement:
a. Notice in writing signed by the Recipient or the other person
then entitled to exercise the Option or portion thereof,
stating that the Option or
portion thereof is thereby exercised, such notice complying
with all applicable rules (if any) established by the Company;
b. Full payment (in cash or by cashiers' or certified check) for
the shares with respect to which the Option or portion thereof
is exercised;
c. Full payment (in cash or by cashiers' or certified check) upon
demand of an amount sufficient to satisfy any federal
(including FICA and FUTA amounts), state, and/or local
withholding tax requirements at the time the Recipient or his
beneficiary recognizes income for federal, state, and/or local
tax purposes as the result of the receipt of Shares pursuant
to the exercise of the Option or portion thereof;
d. Unless a registration statement is filed with the Securities
and Exchange Commission and is effective with respect to the
shares underlying the Option, a bona fide written
representation and agreement, in a form satisfactory to the
Company, signed by the Recipient or other person then entitled
to exercise the Option or portion thereof, stating that the
shares of stock are being acquired for his own account, for
investment and without any present intention of distributing
or reselling said shares or any of them except as may be
permitted under the Securities Act of 1933, as amended (the
"Act"), and then applicable rules and regulations thereunder,
and that the Recipient or other person then entitled to
exercise such Option or portion will indemnify the Company
against and hold it free and harmless from any loss, damage,
expense or liability resulting to the Company if any sale or
distribution of the shares by such person is contrary to the
representation and agreement referred to above. The Company
may, in its absolute discretion, take whatever additional
actions it deems appropriate to ensure the observance and
performance of such representations and agreement and to
effect compliance with all federal and state securities laws
or regulations. Without limiting the generality of the
foregoing, the Company may require an opinion of counsel
acceptable to it to the effect that any subsequent transfer of
shares acquired on an Option exercise does not violate the Act
and may issue stop-transfer orders covering such shares.
6. CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES. The shares of stock
deliverable upon the exercise of the Option, or any portion thereof,
may be either previously authorized but unissued shares or issued
shares which have been reacquired by the Company. Such shares shall be
fully paid and nonassessable. Shares may be delivered under this
Agreement only in compliance with all applicable federal and state laws
and regulations and the rules of all stock exchanges on which the
Company's stock is listed at any time. The Option is exercisable only
if either (a) a registration statement pertaining to the shares to be
issued upon exercise of the Option has been filed with and declared
effective
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by the Securities and Exchange Commission and remains effective on the
date of exercise, or (b) an exemption from the registration
requirements of applicable securities laws is available. This Agreement
does not require the Company, however, to file such a registration
statement or to assure the availability of such exemptions. Any
certificate issued to evidence shares issued under this Agreement may
bear such legends and statements, and shall be subject to such transfer
restrictions, as the Company deems advisable to assure compliance with
federal and state laws and regulations and with the requirements of
this Section 6. The Option may not be exercised, and shares may not be
issued under this Agreement, until the Company has obtained the consent
or approval of every regulatory body, federal or state, having
jurisdiction over such matters as the Company deems advisable.
7. RIGHTS OF SHAREHOLDERS. The Recipient shall not be, nor have any of the
rights or privileges of, a shareholder of the Company in respect of any
shares purchasable upon the exercise of any part of the Option unless
and until certificates representing such shares shall have been issued
by the Company to the Recipient.
8. VESTING AND EXERCISABILITY. The Recipient's interest in the option
shall vest according to the schedule described in this Section 8 and
shall be exercisable as to not more than the vested portion of the
shares subject to the option at any point in time. To the extent an
option is either unexercisable or unexercised, the unexercised portion
shall accumulate until the option both becomes exercisable and is
exercised, subject to the provisions of Section 9 of the Agreement.
Except as otherwise provided in this Section 8, the option granted
shall become vested according to the following schedule:
DATE VESTED PERCENTAGE
January 2, 1993 0%
December 31, 1998 100%
A portion of the Option may become vested prior to December 31, 1998,
in the event of a Sale of the Company. For purposes of this Section 8,
a "Sale" shall occur when (i) the acquisition by any person, including
a "group" as defined in Section 13(d)(3) of the Securities Act of 1934,
as amended, of beneficial ownership of 50 percent or more of the total
number of shares entitled to vote in the election of directors of the
Board, (ii) the merger of the Company into any other company or the
sale of substantially all of the assets of the Company, or (iii) the
closing of an underwritten public offering by the Company pursuant to a
registration statement filed and declared effective under the
Securities Act of 1933, as amended, covering the offer and sale of the
Company's common stock for the account of the Company. If a Sale occurs
prior to December 31, 1998, (i) the Option shall become vested and
exercisable on the effective date of the Sale,
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with respect to the number of shares equal to 303,158 multiplied by a
fraction, the numerator of which is the number of full months that have
elapsed from January 2, 1993, to the effective date of the Sale, and
the denominator of which is 71, and (ii) the Option shall become 100
percent vested and exercisable on December 31, 1998. Following the
Recipient's death or termination of the Recipient's employment as a
result of his total and permanent disability, the vesting and
exercisability of the Option shall continue to be determined in
accordance with this Section 8 as if the Recipient had not died or
terminated employment.
9. DURATION OF OPTION. Except as specified below, the Option shall expire
on January 2, 2004. Notwithstanding the foregoing, the Option may
expire prior to January 2, 2004, in the following circumstances:
a. If the Recipient's employment with the Company terminates as a
result of his total and permanent disability, the Option shall
expire on the first anniversary of the Recipient's last day of
employment.
b. If the Recipient ceases employment with the Company for any
reason other than death or disability, the Option shall expire
three months following the last day that the Recipient is
employed by the Company. After the last day that the Recipient
is employed by the Company, the Option may be exercised only
for the number of shares for which it could have been
exercised on such last day pursuant to Section 8 of this
Agreement, subject to any adjustment under Section 3 of this
Agreement.
c. Notwithstanding any provisions set forth above in this Section
9, if the Recipient shall (i) commit any act of malfeasance or
wrongdoing affecting the Company or its affiliates, (ii)
breach any covenant not to compete or employment agreement
with the Company or any affiliate, or (iii) engage in conduct
that would warrant the Recipient's discharge for cause, any
unexercised part of the Option shall expire immediately upon
the earlier of the occurrence of such event or the last day
the Recipient is employed by the Company.
10. TRANSFERABILITY. To the extent permitted by tax, securities or other
applicable laws to which the Company or the Recipient are subject, the
Recipient may transfer the Option to (i) the Recipient's spouse, child,
stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, (ii) a trust for the benefit of the
Recipient's spouse, child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter- in-law, brother-in-law, or sister-in-law, or (iii) a
partnership whose partners consist solely of the Recipient's spouse,
child, stepchild, grandchild, parent,
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stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law.
11. NOTICES. Any notice to be given under the terms of this Agreement to
the Company shall be addressed to the Company in care of its Secretary
and any notice to be given to the Recipient shall be addressed to him
at the address given beneath his signature below. By a notice given
pursuant to this Section 11, either party may hereafter designate a
different address for notices to be given to him. Any notice which is
required to be given to the Recipient shall, if the Recipient is then
deceased, be given to the Recipient's personal representative if such
representative has previously informed the Company of his status and
address by written notice under this Section 11. Any notice shall have
been deemed duly given when enclosed in a properly sealed envelope
addressed as aforesaid, deposited (with postage prepaid) in a United
States postal receptacle.
12. TITLES. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
13. MODIFICATIONS. Any modifications or amendment of any provision of this
Agreement must be in writing and bear the signature of the duly
authorized representatives of both parties.
14. APPLICABLE LAW. The validity of this Agreement and the rights,
obligations and relations of the parties hereunder shall be construed
and determined under and in accordance with the laws of the State of
Florida.
15. ENTIRE AGREEMENT. This Agreement represents the entire understanding
and agreement between the Company and the Recipient with respect to the
Option, and merges all prior discussions between them and supersedes
and replaces any and every other agreement or understanding which may
have existed between the Company and the Recipient to the extent that
any such agreements or understandings relate to stock options issued or
to be issued to the Recipient.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the Company and the Recipient effective as of the date first written above.
TECHNISOURCE, INC.
By: /S/ XXXXXX X. XXXXXXX
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Its: President
/S/ XXXX XXXXX
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Xxxx Xxxxx
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