EXHIBIT 10.34
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STOCK OPTION AGREEMENT DATED DECEMBER 3, 1996 COVERING
STOCK OPTIONS GRANTED TO XXXXXXX X. XXXX
Exhibit 10.34
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STOCK OPTION AGREEMENT
This Option Agreement made as of this 3rd day of December, 1996 (the
"Date of Grant") by and between SCANSOURCE, INC., a South Carolina corporation
(the "Company") and Xxxxxxx X. Xxxx ("Optionee").
ScanSource, Inc. wishes to afford Optionee the opportunity to purchase
and to sell some of the Company's shares in consideration of the mutual
agreements and other matters set forth herein. The Company and Optionee hereby
agree as follows:
A. OPTION TO PURCHASE
1. Grant of Option to Purchase. The Company hereby grants to Optionee
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the right and option to purchase all or any part of 16,000 shares of the issued
and outstanding shares of stock on the terms and conditions set forth herein
(the "Option Shares"). The number of shares subject to this Option to Purchase
shall be adjusted for any stock splits, stock dividends or other issuance or
redemption of shares by the Company. This Option shall not be treated as an
incentive stock option within the meaning of Section 422A(b) of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Purchase Price. The purchase price per share of the Stock to be
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purchased pursuant to the exercise of this Option (the "Purchase Price") shall
be Fourteen dollars and 50/100 and ($14.50) per share of the Stock, the closing
price of the stock on December 2, 1996.
3. Exercise and Closing. Subject to such further limitations as are
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provided herein, the Option to Purchase shall become exercisable in three (3)
installments, the Optionee having the right hereunder to purchase from
ScanSource the following number of Option Shares upon exercise of the Option, on
and after the following dates, in cumulative fashion:
(a) on and after the first anniversary of the Date of Grant, up to
one-third (ignoring fractional shares) of the total number of
Option Shares;
(b) on and after the second anniversary of the Date of Grant, up
to an additional one-third (ignoring fractional shares) of the
total number of Option Shares; and
(c) on and after the third anniversary of the Date of Grant, the
remaining Option Shares.
This Option shall be exercisable by written notice addressed to the Company at
its executive offices, provided, however, that no exercise shall be permitted
unless the dollar value of the purchase exceeds one thousand ($1,000.00) dollars
or the exercise exhausts the Stock subject to this Option to Purchase. No
fraction of a share of the Stock shall be transferred by the Company upon any
exercise of this option. Closing of the purchase of the shares of the stock as
to which this Option may be exercised shall take place in the offices of the
Company on or before thirty days following the receipt by the Company of the
written notice of exercise by Optionee. The Purchase Price multiplied by the
number of shares as to which this Option is exercised shall be paid in full to
the Company at the time of such closing in cash (including check, bank draft, or
money order payable to the order of the Company).
4. Term. The Option and all rights hereunder with respect thereto, to
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the extent such rights shall not have been exercised, shall terminate and become
null and void after the expiration of ten (10) years from the Date of Grant (the
"Expiration Date"). This Option may be exercised during the term hereof only by
Optionee during Optionee's lifetime, except that if Optionee dies during the
term of this Option Agreement, Optionee's estate, or the entity which acquires
this Option by will or the laws of descent and distribution or otherwise by
reason of the death of Optionee, may exercise this Option in full at any time
during the term of the Option, but only as to the number of shares of the Stock
that Optionee was entitled to purchase hereunder as of the date of Optionee's
death. If Optionee's employment with the Company terminates by reason of
disability (within the meaning of Section 22(e)(3) of the Code), this Option may
be exercised in full by Optionee (or Optionee's duly authorized representative)
at any time during the period of one year following such termination, but only
as to the number of shares of the Stock that Optionee was entitled to purchase
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hereunder as of the date Optionee's employment so terminates. If Optionee's
employment with the Company terminates prior to the expiration of the term of
this Option for any reason other than death or disability, this Option shall
terminate without any further obligation of the Company effective sixty days
following the date Optionee's employment so terminates.
B. MISCELLANEOUS
1. Transferability. These Options are not transferable or assignable,
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in whole or in part, by Optionee, otherwise than by will or the laws of descent
and distribution.
2. Stock Restriction. Optionee understands that at the time of the
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execution of this Option Agreement, the shares of the Stock issuable upon
exercise of the Option to Purchase have not been registered under the Securities
Act of 1933, as amended (the "Act"), or under any state securities law, and that
the Company currently does not intend to effect any such registration. Optionee
agrees that the shares of the Stock which Optionee may acquire by exercising the
Option to Purchase shall be purchased by Optionee for investment without a view
to distribution within the meaning of the Act, and shall not be sold,
transferred, assigned, pledged, or hypothecated unless such transfer has been
registered under the Act and applicable state securities laws, or the transfer
duly qualifies for an applicable exemption from the registration requirements of
the Act and any applicable state securities laws. In any event, Optionee agrees
that the shares of the Stock which Optionee may acquire by exercising the Option
to Purchase shall not be sold or otherwise disposed of in any manner which would
constitute a violation of any applicable securities laws, whether federal or
state.
In addition, Optionee agrees that (i) the certificates representing the shares
of the Stock purchased under the Option to Purchase may hear such restrictive
legend or legends as the Company's legal counsel deems appropriate in order to
assure compliance with applicable securities laws, (ii) the Company may refuse
to register the transfer of the shares of the Stock purchased under the Option
to Purchase on the stock transfer records of the Company if such proposed
transfer would, in the opinion of counsel satisfactory to the Company,
constitute a violation of any applicable securities laws, and (iii) the Company
may give related instructions
to its transfer agent to stop registration of the transfer of the shares of
Stock purchased under the Option to Purchase.
3. Binding Effect. This Agreement shall be binding upon and inure to
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the benefit of any successors to the Company and all persons lawfully claiming
under Optionee.
4. Governing Law. This Agreement shall be governed and construed in
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accordance with the laws of the State of South Carolina.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be duly
executed by its duly authorized officer and Optionee has executed this Option
Agreement, all as of the day and year first above written.
SCANSOURCE, INC.
By: /s/ XXXXXXX X. XXXXXX
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Chief Financial Officer
Optionee:
/s/ XXXXXXX X. XXXX
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