EXHIBIT 10.15
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made and entered into as of
the 15th day of January, 1996 by and between COMMUNICATIONS CENTRAL INC., a
Georgia corporation (the "Company"); and C. XXXXXXX XxXXXXXX, a Georgia
resident (the "Optionee").
W I T N E S S E T H:
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WHEREAS, the Company has adopted a stock option plan known as the
Communications Central Inc. 1993 Stock Option Plan, which Plan was amended and
restated as of October 11, 1995 (hereinafter referred to as the "Plan"), which
Plan has the purpose of advancing the interests of the Company and its
shareholders by strengthening the ability of the Company and its subsidiaries to
attract and retain officers and key employees of training, experience and
ability, and to furnish an additional incentive to those officers and key
employees of the Company and its subsidiaries upon whose judgment, initiative
and efforts the successful conduct and growth of its and their business largely
depend, by encouraging officers and key employees to have a material interest in
the increase in value of, and to become owners or increase their ownership of,
the Common Stock, $.01 par value, of the Company ("Common Stock"); and
WHEREAS, Optionee is an officer or key employee of the Company or its
subsidiaries, and the Company desires to have Optionee remain as an officer or
key employee and to afford Optionee the opportunity to acquire or enlarge
Optionee's stock ownership in the Company, so that Optionee may have a direct
proprietary interest in the Company's success;
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Grant of Option. Subject to the terms and conditions set forth
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herein, the Company grants to Optionee a stock option (the "Option") to purchase
from the Company all or any part of 60,000 shares of Common Stock (the
"Shares"), as follows:
(a) The Option to purchase 36,000 Shares shall be an incentive stock
option as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Incentive Option"); and
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THIS OPTION AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION MAY NOT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE
SECURITIES OR BLUE SKY LAWS. NEITHER THIS OPTION NOR ANY OF SUCH SHARES MAY BE
SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
REGISTRATION UNDER SAID ACT AND UNDER THE APPLICABLE STATE SECURITIES OR BLUE
SKY LAWS OR EXEMPTIONS FROM SUCH REGISTRATION.
(b) The Option to purchase 24,000 Shares shall be a non-qualified stock
option to which Section 421 of the Internal Revenue Code of 1986, as
amended, does not apply (the "Non-Qualified Option").
2. Term and Exercise of Option; Vesting.
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(a) The term of the Option granted herein shall commence as of the date
of this Agreement and end on January 15, 2006 (the "Option Period").
(b) The Incentive Option to purchase 36,000 Shares shall vest over a
four year period according to the following schedule:
(i) The Incentive Option to purchase 9,000 Shares shall vest on
January 15, 1997.
(ii) The Incentive Option to purchase 27,000 Shares shall vest
at a rate of 750 Shares per month commencing February 1, 1997 and
continuing on the first day of each succeeding calendar month through
and including January 1, 2000.
(c) The Non-Qualified Option to purchase 24,000 Shares shall vest
according to the following schedule:
(i) The Non-Qualified Option to purchase 6,000 Shares shall vest
effective on the sixty-fifth (65th) consecutive trading day that the
Company's Common Stock shall have achieved a closing price, as published
in the Wall Street Journal, at least equal to $7.25 per share during at
least sixty-two (62) of the preceding sixty-five (65) such trading days.
(ii) The Non-Qualified Option to purchase an additional 6,000
Shares shall vest effective on the sixty-fifth (65th) consecutive
trading day that the Company's Common Stock shall have achieved a
closing price, as published in the Wall Street Journal, at least equal
to $9.25 per share, during at least sixty-two (62) of the preceding
sixty-five (65) such trading days.
(iii) The Non-Qualified Option to purchase an additional 6,000
Shares shall vest effective on the sixty-fifth (65th) consecutive
trading day that the Company's Common Stock shall have achieved a
closing price, as published in the Wall Street Journal, at least equal
to $11.25 per share, during at least sixty-two (62) of the preceding
sixty-five (65) such trading days .
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(iv) The Non-Qualified Option to purchase an additional 6,000
Shares shall vest effective on the sixty-fifth (65th) consecutive
trading day that the Company's Common Stock shall have achieved a
closing price, as published in the Wall Street Journal, at least equal
to $13.25 per share.
(d) Optionee shall not be entitled to exercise any portion of the
Option which is not fully vested in accordance with the schedules set forth
in Paragraphs 2(b) and 2(c) above as of the date that Optionee's employment
with the Company or any of its subsidiaries is terminated, whether by the
Company for cause, not for cause, or otherwise, or whether by Optionee.
(e) Notwithstanding the vesting schedule set forth in Paragraphs
2(b) and (c) above, but subject to the provisions of Paragraph 2(d) hereof,
all Options shall automatically vest upon the earlier to occur of (i) the
occurrence of the events which make the option immediately exercisable in
full under the terms of the Plan; or (ii) January 15, 2001.
(f) An Option which is exercisable that is not exercised in a
year may be exercised in any subsequent year during the Option Period.
(g) Subject to the provisions of Paragraphs 2(b) and 2(c) above,
the Option hereby granted shall be exercised by Optionee delivering to the
Board of Directors of the Company, from time to time, on any business day,
written notice specifying the number of Shares Optionee then desires to
purchase and reaffirming that the representations made in Paragraph 7 hereof
are true and correct as of the date of exercising the Option. A copy of the
form of written notice to be used is attached hereto as Exhibit "A."
3. Option Price.
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(a) Optionee shall pay $5.25 per share (subject to adjustment
pursuant to Paragraph 6 hereof) for the Shares acquired pursuant to this
Agreement.
(b) Payment of the option price of the Shares shall be made in
cash at the time an option is exercised, or through the use of a cashless
exercise option, or upon such other terms and conditions as may be mutually
agreeable to the Company and Optionee.
(c) To the extent that Shares are used in making full or partial
payment of the option price, the Shares will be valued at the fair market
value thereof on the date of exercise, determined by the Company's Board of
Directors.
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4. Termination of Option.
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(a) Except as otherwise provided below, the Option hereby granted
shall terminate and be of no force or effect upon the happening of the
first of the following events:
(i) The expiration of the Option Period;
(ii) Three months after the effective date of termination of
Optionee's employment or position as an officer of the Company or any
subsidiary of the Company, except in the case of Optionee's death or total
and permanent disability.
(iii) If Optionee ceases to be an employee or officer of the
Company or any subsidiary of the Company by reason of death or if Optionee
dies within three months of retirement with consent of the Company or any
subsidiary of the Company, or if Optionee becomes permanently and totally
disabled, any unexpired portion of the Option held by Optionee and not
exercised may be exercised by a legatee or legatees under Optionee's last
will and testament or by his personal representative or representatives (to
the extent the option would have been exercisable by Optionee as of the date
of Optionee's death or date that Optionee became totally and permanently
disabled, as the case may be) at any time within one year after the date of
Optionee's death or the date of Optionee's retirement with consent,
whichever occurs first, or the date that Optionee became totally and
permanently disabled.
(b) The Option evidenced hereby is nontransferable except as
provided in Paragraph 4(a)(iii) above with respect to the death of Optionee
and shall be exercisable during the lifetime of Optionee only by Optionee.
5. Rights As a Shareholder. Optionee shall have no rights as a
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shareholder of the Company with respect to any Shares covered by this Option
until the issuance of a stock certificate to him for such Shares.
6. Change in Capitalization.
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(a) As provided in the second and third subparagraphs of Paragraph
3 of the Plan, and upon the occurrence of any of the conditions listed
therein, the Committee in its sole discretion shall make any adjustments as
may be appropriate in the number and kind of Shares as to which this Option
shall be exercisable and in the option rights granted. These adjustments
shall be made without change in the total price applicable to the Option
and with a corresponding adjustment in the option price per Share. Any
adjustment may provide for the elimination of fractional Shares.
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(b) As provided in the fifth subparagraph of Paragraph 3 of the Plan,
upon the occurrence of any of the conditions listed therein, this Option
shall be immediately exercisable in accordance with that subparagraph,
subject to the limitations imposed under this Section.
7. Investment Representations. The Optionee hereby represents and
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warrants to the Company as follows:
(a) Access to Information. Because of the Optionee's business
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relationship with the Company and with the management of the Company,
Optionee has had access to all material and relevant information concerning
the Company, thereby enabling the Optionee to make an informed investment
decision with respect to his investment in the Company; and all data
requested by the Optionee from the Company or its representatives
concerning the business and financial condition of the Company and the
terms and conditions of the Option granted to him has been furnished. The
Optionee acknowledges that he has had the opportunity to ask questions of
and receive answers from, and to obtain additional information from, the
Company or its representatives concerning the present and proposed business
and financial condition of the Company.
(b) Financial Sophistication. The Optionee is knowledgeable and
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sophisticated in business and financial matters, such that he is capable of
weighing the merits and risks of investing in the Shares.
(c) Understanding of Investment Risks. The Optionee understands
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that:
(i) An investment in the Shares represents a highly
speculative investment, and there can be no assurance as to the success
of the Company in its business;
(ii) There will be possible future dilution in the net
tangible book value per share compared to the per share option price;
(iii) The option price should not be considered an indication
of the actual value of the Shares issuable upon exercise.
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(d) Understanding of Nature of Shares. The Optionee understands
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that:
(i) The Shares issuable upon exercise of the Option may not
yet have been registered under the Securities Act of 1933, as amended
(the "Act") , or any state securities laws and will only be issued and
sold in reliance upon certain of the exemptions contained in the Act and
under applicable state securities laws, and that the representations and
warranties of the Optionee contained herein, which will have to be
renewed as to the Shares at the time(s) of exercise of the Option, are
essential to any claim of exemption by the Company under said Act and
such state securities laws;
(ii) The Shares may be "restricted securities," as that term
is defined in Rule 144 promulgated under the Act or otherwise subject to
the provisions of Rule 144 promulgated under the Act;
(iii) This Option cannot be exercised and the Shares will not
be sold to the Optionee and the Optionee cannot resell or transfer the
Shares without registration under the Act and applicable state
securities laws or unless the Company receives an opinion of counsel
acceptable to it (as to both counsel and the opinion) that such
registration is not necessary;
(iv) The Shares and any certificates issued in replacement
therefor, shall bear the following legend, in addition to any other
legend required by law or otherwise deemed applicable by the Company:
"The Shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") or applicable
state securities laws and may not be sold, transferred or otherwise
disposed of unless a registration statement under the Act and applicable
state securities laws with respect to such Shares has become effective
or unless the Company is in receipt of an opinion of counsel
satisfactory to it to the effect that such Shares may be sold without
registration under the Act and applicable state securities laws."
(v) Only the Company can register the Shares under the Act and
applicable state securities laws;
(vi) Except as otherwise herein set forth, the Company has
not made any representations to the Optionee that the Company will
register the Shares under the Act or any applicable state securities
laws, or with respect to compliance with any exemption therefrom;
(vii) There are stringent conditions for Optionee's obtaining an
exemption for the resale of the Shares under the Act and any applicable
state securities laws; and
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(viii) The Company may, from time to time, make stop transfer
notations in its transfer records to ensure compliance with the Act, any
applicable state securities laws, and any additional restrictions agreed
to with or imposed by the Company's institutional lenders, and state
securities administrators.
(e) Investment Intent. The Optionee represents and warrants that:
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(i) He is acquiring the Option for his own account and not on
behalf of any other person;
(ii) He is acquiring the Option for investment and not with a
view to distribution or with the intent to divide his participation with
others by reselling or otherwise distributing the Shares;
(iii) Neither the Optionee nor anyone acting on his behalf has
paid or will pay any commission or other remuneration to any person in
connection with the acquisition of the Option or the Shares.
(f) Optionee understands at the time of exercise of this Option at
the request of the Company he will have to make all the representations and
warranties contained in this Paragraph 7 as if applicable to the Shares to
be issued as a condition of their issuance by the Company.
8. Compliance with Securities Laws. Anything in this Agreement to
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the contrary notwithstanding, if, at any time specified herein for the issuance
of Shares to Optionee, any Federal or state securities law or any regulation or
requirement of the Securities and Exchange Commission or any other governmental
authority having jurisdiction shall require either the Company or Optionee to
take any action in connection with the Shares then to be issued, the issuance of
the Shares shall be deferred until that action shall have been taken; however,
the Company shall be under no obligation to take action, and the Company shall
have no liability whatsoever as a result of the nonissuance of the Shares,
except to refund to Optionee any consideration tendered in respect of the option
price.
9. Notices. Any notice which either party hereto may be required or
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permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, certified mail, return receipt
requested, addressed as follows: to the President of the Company, or to the
Company (attention of the President), at 0000 Xxxxxxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxx 00000, or at any other address as the Company, by notice to
Optionee, may designate in writing from time to time; to Optionee, at Optionee's
address as shown on the records of the Company, or at any other address as
Optionee, by notice to the Company, may designate in writing from time to time.
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10. Compliance with Section 422 of the Code. Anything to the
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contrary notwithstanding, the Incentive Option granted hereunder may not be
exercised in any manner which would cause the Incentive Option not to qualify as
an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended.
11. Successors. This Agreement shall be binding upon and inure to
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the benefit of the heirs, legal representatives, successors and permitted
assigns of the parties.
12. Severability. In the event that any one or more of the
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provisions or portion thereof contained in this Agreement shall for any reason
be held to be invalid, illegal or unenforceable in any respect, the same shall
not invalidate or otherwise affect any other provisions of this Agreement, and
this Agreement shall be construed as if the invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.
13. Entire Agreement. Subject to the terms and conditions of the
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Plan, which is incorporated herein by reference, this Agreement expresses the
entire understanding and agreement of the parties hereto. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument.
14. Governing Law. This Agreement shall be governed and construed in
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accordance with the laws of the State of Georgia in all respects.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed and sealed this Agreement on
the date and year set forth above.
COMPANY:
COMMUNICATIONS CENTRAL INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
Optionee:
/s/ C. Xxxxxxx XxXxxxxx (SEAL)
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C. Xxxxxxx XxXxxxxx
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EXHIBIT "A"
COMMUNICATIONS CENTRAL INC.
FORM OF EXERCISE OF OPTION
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Communications Central Inc.
0000 Xxxxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Gentlemen:
Referring to the Stock Option Agreement dated January 15, 1996 between
Communications Central Inc. (the "Company") and the undersigned, granting to me
the right to purchase a total of 60,000 shares of common stock, $.01 par value,
of the Company at an option price of $5.25 per share, I hereby exercise my right
to purchase pursuant to said Agreement __________ shares at said price and
deliver to you herewith cash, or check payable to the Company, in the total
amount of $________, representing the full purchase price of said shares. If I
have not delivered cash or a check payable to the Company with this notice, I
hereby request that the Company withhold the number of shares that have an
aggregate value equal to the aggregate option price of the number of shares for
which this notice is given from the number of shares issued to me.
Date:
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Signature
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Name
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Address:
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Social Security No.:
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