1
EXHIBIT 99.5
LINKSOFT TECHNOLOGIES, INC.
STOCK OPTION AGREEMENT
AGREEMENT dated as of the 31 day of January, 1998 between LinkSoft
Technologies, Inc., a Connecticut corporation (the "Corporation"), and Xxxxx X.
Xxxxxxx, III (the "Optionee").
WHEREAS, the Corporation desires to grant the following option to the
Optionee;
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto mutually covenant and agree as
follows:
1. Stock Option. Subject to the terms and conditions set forth in this
Agreement, the Corporation hereby grants to the Optionee the option (the
"Option") to purchase from the Corporation at any time on or before 5:00 p.m.
Hartford, Connecticut time on December 31, 2007 (the "Expiration Time"), six
hundred eight (608) shares of the Common Stock, no par value, of the Corporation
at a price of $37.00 per share.
2. Exercise Schedule. The Option shall become exercisable as to all of
the shares covered by the Option on the date hereof. Subject to the provisions
of this Agreement, all or any number of such shares may be purchased at any time
or from time to time on or before the Expiration Time. The Option shall expire
completely, however, to the extent that it is not exercised on or before the
Expiration Time.
3. Exercise and Payment. The Option granted hereby shall be exercised by
the Optionee delivering to the Corporation, from time to time, during normal
business hours, written notice which shall specify the number of shares the
Optionee then desires to purchase pursuant to this Agreement. The notice shall
be accompanied by payment for the shares to be purchased in the form of cash,
check, bank draft or postal or express money order payable to the order of the
Corporation in United States dollars.
Following receipt of such notice and the required payment the
Corporation (except as provided below) shall thereafter issue and deliver to the
Optionee (or other person entitled to exercise the Option) promptly a
certificate or certificates for such number of shares registered in the name of
the Optionee or such other person entitled to exercise the Option, as the case
may be, which certificate shall bear a legend making reference to the
restrictions upon transfer of the shares set forth herein and to the fact that
the shares have not been registered under the Securities Act of 1933, as amended
(the "Act").
4. Termination of Option. The Option hereby granted shall terminate and
be of no force or effect upon the happening of the first to occur of the
following events:
1
2
(a) The Expiration Time.
(b) The expiration of twelve (I2) months after the date of the
Optionee's death. During the twelve month period the executor or administrator
of the Optionee's estate, or the Optionee's legatees or heirs, whichever may be
entitled, shall have the right to exercise the Option if and to the extent that
the Option might have been exercised by the Optionee at the date of death.
5. Agreement to Join Stockholder's Agreement. It shall be a condition
precedent to the exercise of the Option that the Optionee agree to join and
become a party to that certain Amended and Restated Stockholders Agreement dated
as of September 4, 1997, among the Corporation and the shareholders of the
Corporation, as the same may be amended from time to time, as a "Management
Stockholder" under such agreement, a copy of which has been delivered to the
Optionee with this Agreement.
6. Investment Representation. Optionee represents and warrants to the
Corporation that in the event he exercises the Option to purchase all or any
part of the number of shares with respect to which the right to purchase is
hereby granted, he will be acquiring the shares for his own account for
investment and not with a view towards dividing his participation with others or
with a view towards, or for resale in connection with, any "distribution" (as
that term in used in the Act and the Rules and Regulations of the Securities and
Exchange Commission thereunder). Optionee agrees that he will not so divide the
shares and will not offer, sell, pledge, assign, or otherwise transfer or
dispose of any shares in the absence of an effective registration statement
under the Act covering such disposition or an opinion of the Corporation's
counsel to the effect that registration under the Act is not required in respect
of such transfer or disposition.
7. Nontransferability. The Option granted hereby shall not be assignable
or transferable by the Optionee except by will or under the laws of descent and
distribution, and during the life of the Optionee the Option shall be
exercisable only by the Optionee or the Optionee's guardian or legal
representative. No assignment or transfer of the Option, or the rights
represented hereby, whether voluntary or involuntary, by operation of law or
otherwise, except by will or under the laws of descent and distribution, shall
vest in the assignee or transferee any interest or right herein whatsoever, but
immediately upon any attempt to so assign or transfer the Option the same shall
terminate and be of no force or effect.
8. Exercise Upon Merger or Consolidation, Etc. In the event that the
Corporation proposes to enter into a consolidation or merger, or to sell,
assign, transfer, convey or otherwise dispose of all or substantially all of the
business and assets of the Corporation, the Corporation shall have the right, at
its option, to give the Optionee not less than ten days written notice of the
proposed transaction affecting the Corporation such notice to state that (i) it
is given to cause this Option to be exercised or terminated, (ii) the Optionee
may exercise during a ten-day period after the sending of such notice any part
or all of this Option not previously exercised, and (iii) all of this Option not
exercised
2
3
within such ten-day period shall be canceled. Any such notice so given shall be
effective to cancel this Option at the expiration of such ten-day period
notwithstanding any other provisions of this Agreement. In addition to the
foregoing, the Corporation shall have the right to provide that this Option may
be assumed, or equivalent options substituted, by the acquiring or successor
corporation (or an affiliate thereof).
9. Rights as Shareholder. The Optionee shall not have any rights as a
shareholder with respect to any shares covered by the Option until the date of
issuance of a stock certificate for such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.
10. Securities and Other Laws. Notwithstanding any other provisions of
this Agreement, in any case where in the opinion of the Board of Directors of
the Corporation the issuance and delivery of shares upon the exercise of the
Option would violate requirements of Federal or state securities or other laws,
or rules or regulations thereunder, the Corporation shall be entitled to
postpone such issuance and delivery until such requirements have been complied
with.
11. Optionee. Whenever the word "Optionee" is used in any provision of
this Agreement under circumstances where provision should logically be
constructed to apply to the guardian or legal representative of the Optionee or
the executor or administrator or legatees or heirs to whom the Option may be
transferred by will or by the laws of descent and distribution, it shall be
deemed to include such person or persons.
12. Adjustment in Number of Shares and Option Price. Subject to the
provisions of Section 8, in the event that there are any changes in the
outstanding Common Stock of the Corporation by reason of stock dividends,
split-ups, combinations of shares, recapitalizations, reorganizations, mergers
(whether or not the Corporation is the surviving corporation), consolidations,
combinations, or exchanges of shares or the like, the number of shares subject
to the Option and the option price shall be appropriately adjusted by the Board
of Directors of the Corporation, if necessary, to reflect equitably such change
or changes. The determination of such Board of Directors shall be conclusive.
13. Decisions by the Board of Directors of the Corporation. Any dispute
or disagreement which shall arise under, or as a result of, or pursuant to this
Agreement shall be determined by the Board of Directors of the Corporation under
or pursuant to this Agreement and any interpretation by the Board of Directors
of the terms of this Agreement shall be final, binding and conclusive on all
persons affected thereby.
14. Reservation of Option Shares. The Corporation shall at all times
during the term of this Agreement reserve and keep available such number of
shares of its Common Stock as will be sufficient to satisfy the requirements of
this Agreement.
15. Notices. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing and may be delivered
personally or by
3
4
mail, postage prepaid addressed as follows: to the Corporation (Attention of the
President), 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000, or at such other
address as the Corporation by notice to the Optionee may designate in writing
from time to time and to the Optionee at the Optionee's address as shown below
or at such other address as the Optionee, by notice to the Corporation may
designate in writing from time to time.
16. Entire Agreement. This Agreement sets forth the entire understanding
between the parties hereto and supersedes all previous and contemporaneous
written or oral negotiations, commitments, understandings and agreements
relating to the grant to Optionee by the Corporation of options to purchase
shares of Common Stock of the Corporation
17. Law Governing. This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut.
18. Binding Agreement. This Agreement is intended to take effect and be
binding upon the parties hereto and their heirs, executors, administrators,
successors and assigns as a sealed instrument.
4
5
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has hereunto set his
hand, all as of the day and year first above written.
LINKSOFT TECHNOLOGIES, INC.
By:
---------------------------------
Title: CEO
------------------------------------
------------------------------------
Xxxxxx Xxxxxxx
------------------------------------
Xxxx, Xxxxx Zip Code
5
