EXHIBIT (d)(5)
STOCK OPTION AGREEMENT
(Non-Assignable)
Date: September 21, 1999 Number of Shares Purchasable: 150,000
To Purchase Shares of
Common Stock
of
THE SOURCE INFORMATION MANAGEMENT COMPANY
THIS CERTIFIES THAT XXXXXX X. XXXXX (sometimes, "Participant") is hereby
granted the option to purchase (the "Option"), at the option price of $15.3125
per share, all or any part of the number of fully paid and non-assessable shares
set forth above of the common stock, par value $0.01 per share ("Common Stock"),
of The Source Information Management Company, a Missouri corporation (the
"Company"), upon and subject to the following terms and conditions:
This Option and all rights to purchase shares hereunder shall expire five
(5) years from the date hereof (the "Expiration Date").
This Option and all rights hereunder shall be non-assignable and
non-transferable, except to the extent that the holder's legatees, personal
representatives or distributees in the event of the holder's death are permitted
to exercise this Option as hereinafter set forth.
Any attempted transfer, assignment, pledge, hypothecation or other
disposition of the Option, except as provided herein or in accordance with the
Option, shall be null and void and without effect.
This Option shall be exercisable only as to shares of Common Stock as to
which the Option shall have vested as follows: (i) 16,666 shares on and after
September 21, 2000; (ii) an additional 41,667 shares on and after September 21,
2001; and (iii) the remaining 91,667 shares on and after September 30, 2002.
This Option may be exercised from time to time only by delivery to the
Company at its main office (attention of the Secretary) of a duly signed notice
in writing stating the number of shares of Common Stock with respect to which
the Option is being exercised and the time and date of delivery thereof, which
time and date of delivery shall be during the normal business hours of the
Company on a regular business day not less than fifteen (15) days after the
giving of such notice, unless an earlier date has been mutually agreed upon;
provided, however, that not less than ten (10) shares may be purchased at any
one time unless the number purchased is the total number then purchasable
hereunder. At the time of delivery specified in such notice, the Company shall,
without transfer or issue tax to the holder (or other person entitled to
exercise this Option) transfer and set aside for the benefit of the holder (or
other person entitled to exercise this Option) a certificate or certificates out
of the Company's authorized but unissued or reacquired shares of Common Stock,
as the Company may elect (with appropriate legend thereon, if deemed
necessary by the Company, containing the representation by the person exercising
the Option that the shares purchased shall be for investment purposes and not
with a view to resale or distribution), against payment of the option price in
full for the number of shares purchased. The purchase price shall be paid by
cash (including a certified or bank cashier's check or the equivalent thereof)
against delivery of the Share Certificate. If the holder fails to pay for any
part of the number of shares specified in such notice as required, the right to
purchase such shares may be terminated by the Company. The shares of Common
Stock issued to Participant upon each exercise of the Option, if any, shall be
registered with the Securities and Exchange Commission under the Securities Act
of 1933 and all applicable state securities laws so that the Certificates for
the Common Stock shall be issued without restriction on resale.
To the extent that this Option has not been exercised in full prior to
its termination or the Expiration Date, whichever occurs sooner, it shall
terminate and become void and of no effect.
This Option shall not confer upon the holder any right to remain in the
employ of the Company or any subsidiary thereof and shall not confer upon the
holder any rights in the stock of the Company, except to the extent exercised
and a certificate is issued therefor.
In the event that the outstanding shares of Common Stock of the Company
are hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation, or in the event that there is a "corporate transaction" as
that term is defined in the Regulations under Section 425 of the Internal
Revenue Code of 1986, as amended (the "Code") by reason of reorganization,
merger, consolidation, recapitalization, reclassification, stock split-up,
spin-off, combination of shares or dividend payable in capital stock, this
Option shall, to the extent that it has not been exercised, entitle the holder
upon the subsequent exercise of this Option to such number and kind of
securities or other property, subject to the terms of the Option, to which the
holder would be entitled had the holder actually owned the shares subject to the
unexercised portion of this Option at the time of the occurrence of such event,
and the aggregate purchase price upon the subsequent exercise of this Option
shall be the same as if the Common Stock of the Company originally optioned were
being purchased as provided herein; provided, however, that each such adjustment
in the number and kind of shares subject to this Option, including any
adjustment in the Option price, shall be made in a such manner as not to
constitute a "modification," as defined in Section 425 of the Code. Any such
adjustment made by the Company shall be conclusive.
Upon the occurrence of: (i) the dissolution or liquidation of the
Company, (ii) a reorganization, merger or consolidation of the Company with one
or more corporations in which the Company is not the surviving corporation,
(iii) a sale of substantially all of the assets of the Company or (iv) the
transfer of more than 50% of the then outstanding Stock of the Company to
another entity or person in a single transaction or series of transactions, the
time in which any outstanding Options granted under the Option may be exercised
shall be accelerated to a time not less than 5 days prior to the consummation of
the transaction, and the Option shall terminate upon the consummation of the
transaction. However, the acceleration of the time of exercise of such Options
and the termination of the Option, shall not occur if the Board of Directors
required that a successor corporation assume any outstanding Options.
The Company agrees at all times to keep reserved and available a
sufficient number of shares of its Common Stock to permit Participant's exercise
in full of this Option.
The Company may postpone the issuance and delivery of shares upon any
exercise of this Option, if necessary, until admission of such shares to listing
on any stock exchange and completion of the registration and qualification of
such shares under any applicable state or federal law, rule or regulation.
The holder hereof shall make such representations and furnish such
information to the Company as may be appropriate to permit the Company to issue
such shares in compliance with the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), or any other applicable law, including state
securities laws. Without limiting the generality of the foregoing, if requested
by the Company, the holder will represent, in form acceptable to the Company,
that the holder is purchasing any shares issued pursuant hereto for investment
purposes and not with a view to resale or distribution. The holder, by
acceptance of this Option, hereby consents to the placing of a restrictive
legend on any stock certificate for shares purchased hereunder, setting forth
the restrictions applicable to the further resale, transfer or other conveyance
thereof without registration under the Securities Act or other applicable law or
the availability of an exemption from registration thereunder and to the placing
of transfer restrictions on the records of the transfer agent for such shares.
In addition, the holder hereof will not thereafter resell, transfer or otherwise
convey any shares purchased hereunder without compliance with one of the
following three conditions: (1) an opinion of the holder's counsel is received
by the Company, in form and substance satisfactory to counsel for the Company,
that registration under the Securities Act and applicable state securities laws
is not required; or (2) such shares have been registered for sale under the
Securities Act and any applicable state securities laws; or (3) a "no-action"
letter is received form the staff of the Securities and Exchange Commission and
from applicable state securities agencies, based on an opinion of the holder's
counsel in form and substance reasonably satisfactory to counsel for the
Company, advising that registration under the Securities act and state
securities law is not required.
The Option may be exercised in part or in full. The number of shares of
Common Stock to which Participant is entitled shall be reduced by the number of
shares of Common Stock purchased by Participant hereunder. Exercise of the
Option in part does not waive or limit Participant's rights with respect to the
balance of the Option.
A determination by the Company's Option Committee of any question which
may arise with respect to the interpretation and construction of the provisions
of this Option shall be final. The Company may authorize and establish such
rules, regulations and revisions thereof, not inconsistent with the provisions
of the Option, as it may deem advisable.
WITNESS the seal of the Company and the signature of its duly authorized
officer.
THE SOURCE INFORMATION
MANAGEMENT COMPANY
By:________________________________________
Name: S. Xxxxxx Xxxxxx
Title: Chairman and Chief Executive Officer
ACCEPTED:
Option Holder
________________________________
Xxxxxx X. Xxxxx
