EXERCISE FORM AND AGREEMENT
This Exercise Form and Agreement, (the "Agreement"), dated as of November
__, 2000, is by and among Convergent Group Corporation (the "Company"), a
Delaware corporation, Xxxxx Xxxxxxx, Chief Financial Officer of the Company (the
"Nominee"), and the undersigned optionee (the "Optionee").
RECITALS
A. The Optionee holds vested stock options for the purchase of shares of
the Company's stock, and desires to purchase all or a portion of such
shares, as specified in the Form of Exercise attached hereto.
B. Upon exercise, the Optionee desires to tender all of the purchased
shares to Convergent Acquisition Sub, Inc., a Delaware corporation
("Purchaser"), for $8.00 per share upon the terms and subject to the
conditions set forth in the Offer to Purchase for Cash dated October
27, 2000 of Purchaser (the "Offer to Purchase") and the related Letter
of Transmittal.
C. The Company is willing to permit the Optionee to purchase such shares
with a minimum initial payment and a contractual obligation to pay the
balance due upon the receipt of the proceeds from the tender of the
shares.
D. The Company and Optionee desire that upon exercise the shares shall be
issued in the name of a nominee to facilitate the tender of the shares
in the Offer.
Now, therefore, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
AGREEMENT
Upon execution by the Optionee of this Agreement, including the Form of
Exercise attached hereto, and delivery of the Initial Payment (as defined
below), the Company agrees to issue the number of shares specified in the Form
of Exercise (the "Shares") in the name of the Nominee specified in paragraph 4.
1. PAYMENT. The Optionee agrees to make both an initial payment (the
"Initial Payment") and a balance payment ("Balance Payment") pursuant to the
terms of this Agreement. The Initial Payment, due upon the issuance of the
Shares to the Nominee, shall be the par value times the number of the Shares
(par value is $.001 per share). The Balance Payment, shall consist of the
remaining exercise price of the Shares. The Initial Payment shall be due upon
the execution of this Agreement. The Balance Payment shall be paid as provided
in paragraphs 4 and 7 below.
2. FORM OF PAYMENT. Payment by the Optionee of the Initial Payment shall
be made in cash or by check, in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debt.
3. OFFER TO PURCHASE. Optionee acknowledges that Optionee has received
and reviewed a copy of the Offer to Purchase attached hereto.
4. APPOINTMENT OF NOMINEE; DIRECTION TO TENDER. By executing this
Agreement and the attached Form of Exercise, the Optionee (a) appoints the
Nominee as Optionee's nominee, (b) directs the Nominee to tender the Shares in
the Offer, and (c) authorizes the Nominee to (i) receive the proceeds from the
tender of the Shares, (ii) pay from such proceeds to the Company the remaining
exercise price of the Shares (after deduction of the Initial Payment) as well as
such amount as the Company shall determine to be sufficient to satisfy any
liability it may have for any withholding of federal, state or local income or
other taxes incurred by reason of the exercise of the options, and (iii) pay
Optionee the remaining proceeds.
5. RIGHTS OF NOMINEE. Optionee and Nominee agree that Nominee holds
record title only to the Shares for the benefit of Optionee and has no right to
vote the Shares or to direct the disposition of the Shares. Optionee and Nominee
further agree that except as provided in paragraph 4, Nominee has no rights to
any distributions on the Shares or to receive any proceeds from any disposition
of the Shares.
6. CERTIFICATION ON FORM W-9. Optionee represents that Optionee has
executed and enclosed herewith a Substitute W-9 certifying that (a) the TIN
provided on Substitute Form W-9 is correct (or that Optionee is awaiting a TIN),
and (b)(i) that Optionee has not been notified by the Internal Revenue Service
that he or she is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) the Internal Revenue Service has
notified the Optionee that the Optionee is no longer subject to backup
withholding.
7. PAYMENT OF BALANCE PAYMENT. If the Offer is not consummated for any
reason, Optionee agrees to pay the Balance Payment to the Company on the earlier
of the day the closing occurs under the Subscription and Contribution Agreement
dated as of October 13, 2000 among Convergent Holding Corporation, Schlumberger
Technology Corporation, Cinergy Ventures LLC and the members of the Company's
senior management who are signatories thereto or April 30, 2001.
8. REPRESENTATIONS AND WARRANTIES. Optionee represents and warrants to
the Company that Optionee has the power to execute, deliver and perform this
Agreement and this Agreement constitutes the legal, valid and binding obligation
of Optionee, enforceable against Optionee in accordance with its terms.
9. NOTICES. All notices or other communications pursuant to this
Agreement shall be in writing and shall be deemed to be sufficient if delivered
personally, sent by nationally-recognized, overnight courier or mailed by
registered or
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certified mail (return receipt requested), postage prepaid, to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice):
If to Optionee, to:
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If to Nominee, to:
Convergent Group Corporation
0000 Xxxxx Xxxxxxx'x Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxx
Chief Financial Officer
If to Company, to:
Convergent Group Corporation
0000 Xxxxx Xxxxxxx'x Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxx
Chief Financial Officer
All such notices and other communications shall be deemed to have been given and
received (A) in the case of personal delivery, on the date of such delivery, and
(B) in the case of delivery by nationally-recognized, overnight courier, and in
the case of mailing, on the delivery or refusal date as indicated on the return
receipt. Either Optionee or the Company may change its address for such notices
and communications by giving notice thereof to the other in conformity with this
Section 9.
10. GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereto shall be governed by and construed in accordance with the
substantive laws and regulations (but not the rules governing conflicts of laws)
of the State of Colorado.
11. FACSIMILE SIGNATURES. It is expressly agreed that the parties'
signatures to this Agreement, including without limitation execution of this
Agreement and the Exercise Form attached, may be delivered by facsimile
transmission.
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OPTIONEE
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Name:
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COMPANY
CONVERGENT GROUP CORPORATION
By:
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Its:
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NOMINEE
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Xxxxx Xxxxxxx
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PRE REVERSE SPLIT
FORM OF EXERCISE
Date of Exercise:_______________
Ladies and Gentlemen:
This constitutes notice under my stock option that I elect to purchase the
number of shares for the price set forth below.
A) Stock option dated: ______________
B) Number of shares as
to which option is exercised ______________
C) Exercise price per share ______________
D) Total exercise price:(1) ______________
E) Cash payment delivered
herewith:(2) ______________
F) Total net proceeds to be
received at close:(3) ______________
By this exercise, I agree (i) to provide such additional documents as you
may require pursuant to the terms of the 1999 Stock Option Plan, (ii) to provide
for the payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this option, and
(iii) if this exercise relates to an incentive stock option, to notify you in
writing within fifteen (15) days after the date of any disposition of any shares
of Common Stock issued upon exercise of this option that occurs within two (2)
years after the date of grant of this option or within one (1) year after such
shares of Common Stock are issued upon exercise of this option.
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Name of Optionee
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(1) Equal to the number of shares exercised as indicated in item (B) multiplied
by the exercise price per share indicated in (C).
(2) Equal to the number of shares exercised as indicated in item (B) multiplied
by the par value per share of .001.
(3) Equal to the number of shares exercised as indicated in item (B) multiplied
by $4.00, minus the exercise price indicated in item (D). Net proceeds is
subject to adjustment to satisfy any withholding obligation.
POST REVERSE SPLIT
FORM OF EXERCISE
Date of Exercise:_______________
Ladies and Gentlemen:
This constitutes notice under my stock option that I elect to purchase the
number of shares for the price set forth below.
A) Stock option dated: ______________
B) Number of shares as
to which option is exercised ______________
C) Exercise price per share ______________
D) Total exercise price:(1) ______________
E) Cash payment delivered
herewith:(2) ______________
F) Total net proceeds to be
received at close:(3) ______________
By this exercise, I agree (i) to provide such additional documents as you
may require pursuant to the terms of the 1999 Stock Option Plan, (ii) to provide
for the payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this option, and
(iii) if this exercise relates to an incentive stock option, to notify you in
writing within fifteen (15) days after the date of any disposition of any shares
of Common Stock issued upon exercise of this option that occurs within two (2)
years after the date of grant of this option or within one (1) year after such
shares of Common Stock are issued upon exercise of this option.
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Name of Optionee
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(1) Equal to the number of shares exercised as indicated in item (B) multiplied
by the exercise price per share indicated in (C).
(2) Equal to the number of shares exercised as indicated in item (B) multiplied
by the par value per share of .001.
(3) Equal to the number of shares exercised as indicated in item (B) multiplied
by $8.00, minus the exercise price indicated in item (D). Net proceeds is
subject to adjustment to satisfy any withholding obligation.
