Exhibit 10.21
TECHNISOURCE, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement (this "Agreement"), effective as of
December 7, 2001 (the "Date of Grant"), is made by and between Technisource,
Inc., a Florida corporation (the "Company"), and C. Xxxxxxx Xxxxx (the
"Participant").
Background
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The Company has established the Technisource, Inc. Long-Term Incentive Plan (the
"Plan"). The Company wishes to grant to the Participant a Nonqualified Stock
Option pursuant to the terms of the Plan.
Therefore, in consideration of the mutual covenants contained in this Agreement
and other good and valuable consideration, the Company and the Participant agree
as follows:
1. Grant of Option. In consideration of service to the Company and for
other good and valuable consideration, the Company grants to the
Participant a Nonqualified Stock Option (the "Option") to purchase
150,000 shares of the Company's common stock. The Company grants the
Option in accordance with the terms and conditions of the Plan and this
Agreement.
2. Option Price. The purchase price of the shares of stock covered by the
Option shall be the Fair Market Value of the stock on the Date of Grant,
which was $1.67 per share.
3. Adjustments in Option. If 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 Committee shall be final and binding upon the
Participant, the Company and all other interested persons.
4. Person Eligible to Exercise Option. During the lifetime of the
Participant, only the Participant may exercise the Option or any portion
of the Option. After the death of the Participant, any exercisable
portion of the Option may, prior to the time when the Option becomes
unexercisable under the terms of the Plan, be exercised by the
Participant's personal representative or by any other person empowered
to do so under the Participant's will, trust or under then applicable
laws of descent and distribution.
5. Manner of Exercise. The Option, or any portion of the Option, shall be
exercised only in accordance with the provisions of the Plan and this
Agreement. The person exercising the Option shall give to the Company a
written notice that shall: (i) state the number of shares with respect
to which the Option is being exercised (the "Option Shares"); and (ii)
specify a date (other than a
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Saturday,Sunday or legal holiday) not less than five nor more than ten
days after the date of such written notice, as the date on which the
Option Shares will be purchased. Such tender and conveyance shall take
place at the principal office of the Company during ordinary business
hours, or at such other hour and place agreed upon by the Company and
the person or persons exercising the Option. On the date specified in
such written notice, the Company shall accept payment for the Option
Shares in cash, by bank or certified check, by wire transfer, or by
such other means as may be approved by the Committee and shall deliver
to the person or persons exercising the Option in exchange therefor an
appropriate certificate or certificates for fully paid nonassessable
shares or undertake to deliver certificates within a reasonable period
of time. In the event of any failure to take up and pay for the number
of shares specified in such written notice on the date set forth
therein (or on the extended date as above provided), the right to
exercise the Option shall terminate with respect to such number of
shares, but shall continue with respect to the remaining shares covered
by the Option and not yet acquired pursuant thereto.
The person who exercises the Option shall warrant to the Company that,
at the time of such exercise, such person is acquiring his or her
Option Shares for investment and not with a view to, or for or in
connection with, the distribution of any such shares, and shall make
such other representations, warranties, acknowledgments, and
affirmations, if any, as the Committee may require. In such event, the
person acquiring such Shares shall be bound by the provisions of an
appropriate legend which shall be endorsed upon the certificate(s)
evidencing his or her Option Shares issued pursuant to such exercise.
The Company may delay issuance of the Option Shares until completion of
any action or obtaining any consent that the Company deem necessary
under any applicable law (including without limitation state securities
or "blue sky" laws).
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.
7. Rights of Shareholders. The Participant 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 Participant.
8. Vesting and Exercisability. A Participant's interest in the Option
shall vest according to the provisions of this Section 8 and shall be
exercisable as to not more than the vested percentage of the shares
subject to the Option at any point in time. To the extent the 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.
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The Option shall become vested as follows:
Date of Grant Vested Percentage of Option
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The Date of Grant 25%
The date of hiring of a new Permanent
Chief Executive Officer 25%
December 7, 2002 25%
December 7, 2003 25%
The Committee, in its sole and absolute discretion, may accelerate the
vesting of the Option at any time. In the event of a Change in Control
of the Company, any unvested portion of the Option shall immediately
become 100% vested and the Board of Directors of the Company may, but
is not required to, terminate the Option effective upon the date of the
Change in Control and make a cash payment to the Participant equal to
the difference between the exercise price of the Option and the fair
market value of the shares that would have been subject to the
terminated Option on the date of the Change in Control.
A "Change in Control" shall mean when (i) any person, including a
"group" as defined in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended, becomes the beneficial owner of forty percent or
more of the capital stock of the Company, (ii) the Company is merged
into any other company and the holder's of the Company's common stock
immediately prior to such merger fail to hold at least fifty percent of
the common stock of the Company immediately following such merger, or
substantially all of the Company's assets are acquired by any other
entity, or (iii) three or more directors nominated by the Board to
serve as a director, each having agreed to serve in such capacity, fail
to be elected in a contested election of directors.
9. Duration of Option. Except as specified below, the Option shall expire
on the tenth anniversary of this Agreement. Notwithstanding the
foregoing, the Option may expire prior to the tenth anniversary of this
Agreement in the following circumstances:
a. In the case of the Participant's death, the Option shall
expire on the one-year anniversary of the Participant's death.
b. If the Participant's employment or affiliation with the
Company terminates as a result of his total and permanent
disability, the Option will expire on the one-year anniversary
of the Participant's last day of employment or affiliation
with the Company (including as a director of the Company).
c. Notwithstanding any provisions set forth above in this Section
9, if the Participant shall (i) commit any material act of
malfeasance or wrongdoing affecting the Company or its
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affiliates, (ii) material breach any covenant not to compete
or employment agreement with the Company or any affiliate, or
(iii) engage in conduct that would warrant the Participant's
discharge for cause under the employment agreement between the
Company and the Participant, any unexercised part of the
Option shall expire immediately upon the earlier of the
occurrence of such event or the last day the Participant is
employed by the Company.
10. Administration. The Committee shall have the power to interpret this
Agreement and to adopt such rules for the administration,
interpretation and application of this Agreement as are consistent
herewith and to interpret or revoke any such rules. All actions taken
and all interpretations and determinations made by the Committee in
good faith shall be final and binding upon the Participant, the Company
and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made
in good faith with respect to this Agreement or any similar agreement
to which the Company is a party.
11. Transfer of Option. Unless otherwise permitted by applicable laws and
approved in advance by the Committee, the Option shall not be
transferable by the Participant and shall be exercisable, during the
Participant's lifetime, only by such Participant or, in the event of
the Participant's incapacity, his guardian or legal representative.
Except as otherwise permitted herein, the Option shall not be assigned,
pledged, or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment, or
similar process and any attempted transfer, assignment, pledge,
hypothecation or other disposition of the Option or of any rights
granted thereunder contrary to the provisions of this Section 11, or
the levy of any attachment or similar process upon an option or such
rights, shall be null and void. This Section 11 shall not prevent
transfers by will or by the applicable laws of descent and
distribution.
12. Shares to be Reserved. The Company shall at all times during the term
of the Option reserve and keep available such number of shares of stock
as will be sufficient to satisfy the requirements of this Agreement.
13. 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 Participant shall be addressed to him
at the address given beneath his signature below. By a notice given
pursuant to this Section 13, 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 Participant shall, if the Participant is
then deceased, be given to the Participant's personal representative if
such representative has previously informed the Company of his status
and address by written notice under this Section 13. 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.
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14. Titles. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
15. Incorporation of Plan by Reference. The Option is granted in accordance
with the terms and conditions of the Plan, the terms of which are
incorporated herein by reference, and the Agreement shall in all
respects be interpreted in accordance with the Plan. Any term used in
the Agreement that is not otherwise defined in the Agreement shall have
the meaning assigned to it by the Plan.
The Company and the Participant have executed this Agreement effective as of the
date first written above.
TECHNISOURCE, INC.
By:________________________________
Xxxxxx X. Xxxx
Executive Vice President
___________________________________
C. Xxxxxxx Xxxxx
Interim CEO
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