STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT ("Agreement"), dated as of
March 10, 1997, between Intrenet, Inc., an Indiana corporation (the
"Company"), and Xxxxx X. Xxxxxxx (the "Participant").
W I T N E S S E T H:
WHEREAS, the Participant has been granted options (the
"Options") to purchase shares of the Company's Common Stock,
without par value (the "Common Stock"), pursuant to the Company's
1993 Stock Option and Incentive Plan (the "Plan", a copy of which
is attached hereto as Appendix A); and
WHEREAS, the parties hereto desire by this Agreement to
document the grant of the Options, but intend that, except to the
extent set forth herein, all of the terms and conditions of the
Options shall be as contained in the Plan.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein and in the Plan,
the parties hereto hereby agree as follows:
1. The Options. Subject to the terms and conditions set
forth herein and in the Plan, the Company's Incentive Compensation
Committee has granted the Participant Options to purchase 100,000
shares of the Common Stock (the "Shares") at an initial exercise
price of [$2.125] per Share (the last reported sale price of the
Common Stock on March 9, 1997) exercisable at any time six (6)
months and one day from the date hereof through the date five (5)
years from the date hereof.
2. Exercise. The Options may be exercised by the
Participant only at the times and in the manner set forth herein
and in the Plan.
3. Incentive Stock Options. It is understood that the
Options are intended to qualify as Incentive Stock Options under
Section 422 of the Internal Revenue Code of 1986, as amended.
4. Section 83(b) Election. In the event that the
Participant makes an election under Section 83(b) of the Code with
respect to the Options or the Shares issuable upon the exercise
thereof, the Participant shall notify the Company of such election
within five business days thereafter.
5. Representations and Warranties of Participant. The
Participant represents and warrants to the Holding Company that:
(a) he has received and carefully reviewed a copy of the
Plan; and
(b) he understands that neither the Options nor any of
the rights and interests under the Plan or hereunder may be
assigned, encumbered or otherwise transferred (collectively,
"Transferred") except, in the event of his death, by will or
the laws and descent and distribution.
6. Plan Controlling. The parties agree that, except to
the extent set forth herein, all of the terms and conditions of the
Options are contained in the Plan and there are no other
agreements, written or oral, with respect thereto. Neither this
Agreement nor the existence of the Options shall be construed as
giving Participant any right to be retained in the employ of the
Company or any of its affiliates.
7. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Indiana.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and delivered as of the date first
hereinabove written.
INTRENET, INC.
By /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx,
President and CEO
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, Participant
