Exhibit 10.49
THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
OKLAHOMA SECURITIES ACT OR THE SECURITIES LAWS OF ANY OTHER
STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND/OR THE SECURITIES LAWS OF ANY OTHER STATE OR AN
OPINION OF COUNSEL OR OTHER DOCUMENTATION SATISFACTORY TO APPLIED
INTELLIGENCE GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER SUCH ACT OR ACTS.
STOCK OPTION AGREEMENT
OPTIONS TO PURCHASE COMMON STOCK
OF
APPLIED INTELLIGENCE GROUP, INC.
Date: June 12 , 1997
This is to certify that, for value received, Xxxxx Xxxxxxxx
or any subsequent holder or holders of option rights under this
Stock Option Agreement (this "Agreement" or "Option") by virtue
of assignment or transfer (the "Holder") is entitled to purchase,
subject to the provisions of this Agreement, from Applied
Intelligence Group, Inc., an Oklahoma corporation (the
"Company"), up to THIRTY-EIGHT THOUSAND (38,000) shares of Common
Stock, $.001 par value, of the Company (the "Stock") at an
exercise price of Three Dollars and Fifty Cents ($3.50) per
share (the "Exercise Price"). With the exception of any
adjustments pursuant to Section 4 of this Agreement, the Stock
issuable upon exercise of this Option shall be in all respects
identical to the Common Stock issued and outstanding of the
Company as of the date hereof. The shares of Stock or other
securities deliverable upon such exercise, as adjusted from time
to time, are hereinafter sometimes referred to as the "Option
Securities." Unless the context otherwise requires, the term
"Option" or "Options" as used herein includes this Option and any
other Option or Options that may be issued pursuant to the
provisions of this Agreement, whether upon transfer, assignment,
partial exercise, divisions, combinations, exchange or otherwise,
and the term "Holder" or "Holders" includes any registered
transferee or transferees or registered assignee or assignees of
Holder, who in each case shall be subject to the provisions of
this Agreement, and when used with reference to Option
Securities, means the holder or holders of such Option
Securities.
SECTION 1. Exercise of Option. Subject to the provisions
of this Agreement, the Holder shall be eligible to exercise that
portion of this Option for purchase of the number of Option
Securities on or before the Expiration Date (as defined below).
This Option may be exercised in whole or in part at any time or
from time to time during the period commencing June 12, 1997
(the "Commencement Date"), and ending 5:00 P.M., Central Daylight-
Savings Time, on June 12, 1999 (the "Expiration Date"), by
presentation and surrender to Company at its principal office of
this Option and the Purchase Form annexed hereto, duly executed
and accompanied by payment, in cash, certified or official bank
check payable to the order of Company in the amount of the
Exercise Price for the number of shares of Stock (or Option
Securities) specified in such Form. Upon such exercise, Company
shall issue to the Holder one or more certificates for the shares
of Stock (or Option Securities), as appropriate. If this Option
is exercised in part only, Company shall, promptly after
presentation of this Option upon such exercise, execute and
deliver a new Option evidencing the rights of Holder thereof to
purchase the balance of the shares of Stock (or Option
Securities) purchasable hereunder upon the same terms and
conditions as herein set forth.
SECTION 2. Reservation of Shares. Company shall at all
times after the date hereof and until expiration or full exercise
of this Option reserve for issuance and delivery upon exercise of
this Option the number of Option Securities as shall be required
for issuance and delivery upon exercise of this Option.
SECTION 3. Transfer, Exchange, Assignment or Loss of
Option.
SECTION 3.1 Transferability. This Option may not be
assigned or transferred, in whole or in part, except by operation
of law or with the prior written consent of the Company (which
consent shall not be unreasonably withheld) and then only so long
as such assignment or transfer is in accordance with and subject
to the provisions of the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (said Act and
such rules and Regulations being hereinafter collectively
referred to as the "Securities Act"). Any purported transfer or
assignment made other than in accordance with this Section 3
shall be null and void and of no force and effect.
SECTION 3.2 Transfer Procedure. Any assignment permitted
hereunder shall be made by surrender of this Option to Company at
its principal office with the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax. In such
event and the Company is required to and consents to such
transfer, Company shall, without charge, execute and deliver a
new Option in the name of the assignee named in such instrument
of assignment and designate the assignee as the registered holder
on the Company's records and this Option shall promptly be
canceled. This Option may be divided or combined with other
Options which carry the same rights upon presentation thereof at
the principal office of Company together with a written notice
signed by Holder hereof, specifying the names and denominations
in which new Options are to be issued.
SECTION 3.3 Loss or Destruction of this Agreement. Upon
receipt by Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Option, and (in the case
of loss, theft or destruction) of reasonably satisfactory
indemnification to Company or (in the case of mutilation)
presentation of this Option for surrender and cancellation,
Company will execute and deliver a new Option of like tenor and
date and any such lost, stolen, destroyed or mutilated Option
shall thereupon become void. This Option may be exchanged at the
option of the Holder for another Option or Options of different
denominations, of like tenor and evidencing in the aggregate the
number of shares of Stock or Option Securities purchasable
pursuant to this Option, upon surrender of this Option, with the
Assignment Form duly filled in and executed, to the Company at
its principal office, at any time or from time to time after the
close of business on the date hereof and prior to the close of
business on the Expiration Date. The Company shall promptly
cancel the surrendered Option and deliver the new Option or
Options pursuant to the provisions of this Section.
SECTION 4. Adjustment in the Number, Kind and Price of
Option Securities. The number and kind of Option Securities
purchasable upon exercise of this Option shall be subject to
adjustment from time to time upon the occurrence, after the date
hereof, of the following events:
SECTION 4.1 Stock Dividends and Splits. In the event
Company shall (i) pay a dividend in, or make a distribution of,
shares of Stock or of capital stock convertible into Stock on its
outstanding Stock, (ii) subdivide (forward split) its outstanding
shares of Stock into a greater number of such shares, or (iii)
combine (reverse split) its outstanding shares of Stock into a
smaller number of such shares, the total number of shares of
Stock purchasable upon the exercise of this Option immediately
prior thereto shall be adjusted so that the Holder shall be
entitled to receive at the same Exercise Price the number of
shares of Stock and the number of shares of capital stock
convertible into Stock which such Holder would have owned or have
been entitled to receive immediately following the happening of
such event, assuming and giving effect to the exercise of this
Option by such Holder. Any adjustment made pursuant to this
Subsection shall, in the case of a stock dividend or distribution
or a stock issuance, become effective as of the record date
therefor and, in the case of a subdivision or combination, be
made as of the effective date thereof.
SECTION 4.2 Adjustment of Option Securities. In the event
of any adjustment of the total number of shares of Stock
purchasable upon the exercise of this Option pursuant to
Subsection 4.1, the Exercise Price shall remain unchanged, but
the number of shares of capital stock or Option Securities
obtainable on exercise of this Option shall be adjusted as
provided in Subsection 4.1.
SECTION 4.3 Reorganization, Recapitalization, etc. In the
event of a capital reorganization or a reclassification of the
Stock (except as provided in Subsection 4.1 or Subsection 4.4),
the Holder of this Option, upon exercise thereof, shall be
entitled to receive, in lieu of the Stock to which he would have
become entitled upon exercise immediately prior to such
reorganization or reclassification, the shares (of any class or
classes) or other Option Securities or property of the Company
(or cash) that the Holder would have been entitled to receive at
the same Exercise Price upon such reorganization or
reclassification if this Option had been exercised immediately
prior thereto; and in any such case, appropriate provision shall
be made for the application of this Section 4 with respect to the
rights and interests thereafter of the Holder of this Option
(including, but not limited to, the allocation of the Exercise
Price between or among the Option Securities), to the end that
this Section 4 (including the adjustments of the number of shares
of Stock or other Option Securities purchasable) shall thereafter
be reflected, as nearly as reasonably practicable, in all
subsequent exercises of this Option for any shares or other
Option Securities or other property (or cash) thereafter
deliverable upon the exercise of this Option.
SECTION 4.4 Consolidation, Merger, etc. In case of any
consolidation of the Company with, or merger of the Company with,
or merger of the Company into, another corporation (other than a
consolidation or merger which does not result in any
reclassification or change of the outstanding Stock), or in case
of any sale or conveyance to another corporation of the property
of the Company as an entirety or substantially as an entirety,
the corporation formed by such consolidation or merger or the
corporation which shall have acquired such assets, as the case
may be, shall execute and deliver to the Holder a supplement to
this Option or a new option providing that the Holder of this
Option shall have the right thereafter (until the Expiration
Date) to receive, upon exercise of this Option or any new option,
at the same Exercise Price, solely the kind and amount of shares
of Option Securities and property (or cash) receivable upon such
consolidation, merger, sale or transfer by the Holder of this
Option for the number and kind of Option Securities for which
this Option might have been exercised immediately prior to such
consolidation, merger, sale or transfer. Such supplemental
option or new option shall provide for adjustments which shall be
as nearly equivalent as may be practicable to the adjustments
provided in this Section. The above provision of this
Subsection 4.4 shall similarly apply to successive
consolidations, mergers, sales or transfers.
SECTION 4.5 Notification of Adjustment. Whenever the
Option Securities purchasable upon exercise of this Option are
modified as provided in Section 4.1 or 4.4, the Company will
promptly deliver to the Holder a certificate signed by the
Chairman of the Board, Chief Executive Officer or the President,
or a Vice President of the Company and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of
the Company setting forth the number and kind of Option
Securities purchasable and the other property (including cash)
receivable by the Holder upon exercise of this Option or any
supplemental or new option. Such certificate will state that
such adjustments in the kind of purchasable Option Securities and
other property (including cash) receivable by the Holder upon
exercise of this Option conform to the requirements of this
Section 4, and setting forth a brief statement of the facts
accounting for such adjustments. In the event, the Holder of
this Option does not agree with such determination of the Board
of Directors of the Company as set forth in the certificate, the
Company shall retain a firm of independent public accountants
acceptable to the Holder to make any computation required under
this Section 4, and a certificate signed by such firm shall be
conclusive evidence of the correctness of any computation made
under this Section 4.
SECTION 5. Redemption and Dividend Consent Requirements.
This Option may not be redeemed by Company. During the period
from the date hereof until exercise of this Option in full or
through the Expiration Date, the Company shall not declare any
dividends payable in cash or property (other than in liquidation,
voluntary or involuntary dissolution or winding-up of the
Company) without the prior written consent of the Holder of this
Option.
SECTION 6. Notice of Certain Corporation Action. In case
the Company after the date hereof shall propose to effect any
consolidation or merger to which the Company is a party and for
which approval of any shareholders of the Company is required, or
any sale, transfer or other disposition of its property and
assets substantially as an entirety, or the liquidation,
voluntary or involuntary dissolution or winding-up of the
Company, then, in each such case, the Company shall mail (by
first-class, postage prepaid mail) to the Holder of this Option
notice of such proposed action, which notice shall specify the
date on which such reclassification, reorganization,
consolidation, merger, sale, transfer, other disposition,
liquidation, voluntary or involuntary dissolution or winding-up
shall take place or commence, as the case may be, and which shall
also specify any record date for determination of holders of the
capital stock of the Company entitled to vote thereon or
participate therein and shall set forth such facts with respect
thereto as shall be reasonably necessary to indicate any
adjustments in the number or kind of Option Securities
purchasable upon exercise of this Option which will be required
as a result of such action, and the Holder may thereafter
exercise this Option. Such notice shall be filed and mailed in
the case of any action covered by this Section 6, at least 20
days prior to the earlier of (i) the date on which such
reclassification, reorganization, consolidation, merger, sale,
transfer, other disposition, liquidation, voluntary or
involuntary dissolution or winding-up is expected to become
effective, (ii) the date on which it is expected that holders of
shares of the capital stock of record on such date shall be
entitled to exchange their shares for securities or other
property deliverable upon such reclassification, reorganization,
consolidation, merger, sale, transfer, other disposition,
liquidation, voluntary or involuntary dissolution or winding-up,
or (iii) the record date for determination of holders of the
capital stock of the Company entitled to vote on such action or
participate in such action. Failure of the Holder to exercise
this Option in whole or in part prior to any corporate action as
described in this Section 6 shall not affect or alter the rights
of the Holder as set forth in this Option.
SECTION 7. Acquisition for Investment Purposes. 1The
Holder represents and acknowledges to the Company and its
officers and directors that the Option Securities at the time of
issuance to the Holder upon exercise of this Option (i) will be
acquired by the Holder for investment purposes only without the
intent to resell such Option Securities, (ii) will be issued
pursuant to exemption from registration under the Securities Act
and any applicable state securities act, (iii) will not be
transferred except pursuant to registration under the Securities
Act and any applicable state securities act unless pursuant to
exemption from registration under such acts, and (iv) the
certificates evidencing the Option Securities will bear
appropriate restrictive transfer legends as required pursuant to
the Securities Act and any applicable state securities act.
SECTION 8. Registration under Securities Act. The Company
shall not be obligated at any time to register the Option
Securities under the Securities Act or any applicable state
securities act.
SECTION 9 Governing Law. This Option shall be construed in
accordance with the laws of the State of Oklahoma applicable to
contracts executed and to be performed wholly within such state.
SECTION 10 Notice. Notices and other communications to be
given to Holder of this Option shall be delivered by hand or by
first-class mail, postage prepaid, to
Mr. Xxxxx Xxxxxxxx
000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
(until another address is filed in writing by the Holder with the
Company). Notices or other communications to Company shall be
deemed to have been sufficiently given if delivered by hand or by
first-class mail, postage prepaid to Company at
Applied Intelligence Group, Inc.
00000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
or such other address as the Company shall have designated by
written notice to such registered owner is herein provided.
Notice by mail shall be deemed given when deposited in the United
States mail, postage prepaid, as herein provided.
SECTION 11. Successors. All the covenants and provisions
of this Agreement by or for the benefit of the Company shall bind
and inure to the benefit of its successors and assigns hereunder,
and all covenants and provisions of this Agreement by or for the
benefit of the Holder of this Agreement shall bind and inure to
the benefit of the Holder of this Agreement.
SECTION 12. Termination. This Agreement shall terminate as
of the close of business on the earlier of the Expiration Date,
or such earlier date upon which the Options evidenced by this
Agreement shall have been exercised in full. However, with
respect to the Holders representations set forth in Section 7,
such Section and representations shall continue on and after the
Expiration Date if this Option is fully or partially exercised on
or before the Expiration Date.
SECTION 13. Benefits of this Agreement. Nothing in this
Agreement shall be construed to give to any person or corporation
other than the Company, and its respective successors and assigns
hereunder and the registered Holder of this Agreement and the
Option hereunder any legal or equitable right, remedy or claim
under this Agreement, but this Agreement shall be for the sole
and exclusive benefit of the Company and its respective
successors and assigns hereunder and the registered Holder of
this Agreement and Option hereunder.
IN WITNESS WHEREOF, Company has executed this Agreement on
June 12, 1997.
APPLIED INTELLIGENCE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx,
Vice President
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
PURCHASE FORM
(TO BE EXECUTED BY THE HOLDER OF THE STOCK OPTION IF EXERCISED IN
WHOLE OR IN PART)
To: APPLIED INTELLIGENCE GROUP, INC.
The undersigned (
)
Please insert Social Security
or other number of Subscriber
hereby irrevocably elects to exercise the right of purchase
represented by the Stock Option (the "Option") to which this
Purchase Form is attached, for, and to purchase thereunder,
( ) shares of Common Stock provided for therein and
tenders payment herewith to the order of APPLIED INTELLIGENCE
GROUP, INC. in the amount of $
. In accordance with Section 1 of the Stock Option Agreement,
the undersigned requests that certificates for such shares of
Common Stock be issued as follows:
Name:
Address:
Deliver to:
Address:
and if said number of shares of Common Stock shall not be all the
shares of Common Stock purchasable thereunder, that a new Stock
Option for the balance remaining of shares of Common Stock
purchasable under the Option be registered in the name of, and
delivered to the undersigned at the address stated below:
Name:
Address:
Deliver to:
Address:
Dated: , Signature
__________________________________________________
(Signature must conform in all
respects to the name of Holder as
specified on the face of the Stock
Option in every particular, without
alteration, enlargement or any
change whatever.)
ASSIGNMENT FORM
(TO BE EXECUTED BY THE HOLDER OF THE STOCK OPTION ONLY UPON ASSI
GNMENT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
("Assignee")
the right to purchase
( ) shares
of Common Stock subject to purchase under the Stock Option
(the "Option") to which this Assignment is attached, and
appoints
Attorney to transfer said Option or portion thereof on the books
of APPLIED INTELLIGENCE GROUP, INC. with the full power of
substitution in the premises. In accordance with Section 3 of
the Stock Option Agreement, the undersigned requests that the
Company execute, issue and deliver a new Stock Option evidencing
the rights of the Assignee to purchase such assigned shares of
Common Stock to Assignee as follows:
Name:
Address:
Deliver to:
Address:
and if said number of shares of Common Stock shall not be all the
shares of Common Stock purchasable under the Option, that the
Company execute, issue and deliver a new Stock Option for the
balance remaining of shares of Common Stock purchasable under the
Option to be registered in the name of, and delivered to the
undersigned at the address stated below:
Name:
Address:
Deliver to:
Address:
Dated: , .
In the presence of:
Signature
Signature Guaranteed:
__________________________________________________
(Signature must conform in all
respects to the name of Holder as
specified on the face of the Stock
Option in every particular, without
alteration, enlargement or any
change whatsoever, and the
signature must be guaranteed in the
usual manner.)
_______________________________
1
The Holder shall not have the right to demand and require and the
Company shall not have any obligation to register the Options
Securities under the Securities Act or any applicable state
securities act.
