EXHIBIT 10.03
THE SECURITIES REPRESENTED BY THIS AGREEMENT (THE "SECURITIES") HAVE BEEN ISSUED
AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933 (THE "1933 ACT"), SECTION 10-5-9(13) OF THE OFFICIAL CODE OF GEORGIA
ANNOTATED (THE "GEORGIA CODE"), AND APPROPRIATE EXEMPTIONS FROM REGISTRATION
UNDER THE SECURITIES LAWS OF OTHER APPLICABLE JURISDICTIONS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN
EFFECTIVE REGISTRATION OR AN EXEMPTION SATISFACTORY TO THE ISSUER OF COMPLIANCE
WITH THE 1933 ACT, THE GEORGIA CODE AND THE APPLICABLE SECURITIES LAWS OF ANY
OTHER JURISDICTION. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THE 1933
ACT AND OTHER APPLICABLE LAWS.
PLAN OPTION AGREEMENT
THIS PLAN OPTION AGREEMENT, effective as of the 6th day of May, 1997, by
and between LAW COMPANIES GROUP, INC., a Georgia corporation (the "Company"),
and Xxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx, each a resident of the State of
Georgia (jointly and severally, "Optionee").
W I T N E S S E T H:
WHEREAS, the Company has contemporaneously herewith sold to Optionee, and
Optionee has purchased from the Company, certain securities of the Company as
more particularly described in the Securities Purchase Agreement of even date
herewith, by and between the Company and Optionee (the "Securities Purchase
Agreement").
WHEREAS, pursuant to and in accordance with the terms and conditions of
Section 1.01(d) of the Securities Purchase Agreement, the Company and Optionee
desire to enter into this Agreement with respect to an option on certain shares
of common stock of the Company (the "Common Stock") in order to set forth the
terms and conditions upon which such option shall be granted by the Company and
exercised by Optionee.
NOW, THEREFORE, in consideration of the mutual benefits to each party, it
is agreed as follows:
1. Grant of Option. Subject to the terms and conditions set forth
herein, Optionee shall have the right to purchase a number of shares of Common
Stock equal one-half (1/2) of the number of "Scheduled Option Shares" (as
defined below); such shares hereinafter are referred to as the "Option Shares,"
and this option hereinafter is referred to as the "Option". "Scheduled Option
Shares" means those shares of Common Stock which may be, subject to various
agreements
evidencing "Scheduled Options" (as defined below), purchased by "Scheduled
Option Holders" (as defined below), as set forth in Schedule A. The aggregate
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number of Scheduled Option Shares shall be equal to the aggregate number of
shares subject to Scheduled Options. "Scheduled Options" shall mean those
options set forth on Schedule A which have been, on or before the date hereof,
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granted to Scheduled Option Holders. "Scheduled Option Holder(s)" shall mean
those individuals who have been granted Scheduled Options on or before the date
hereof.
2. Exercise of Option.
(a) Vesting of Option Contingent Upon Exercise of Scheduled Options
and Purchase of Scheduled Option Shares. Immediately upon the exercise after
the date hereof of any Scheduled Options and purchase of Scheduled Option Shares
by a Scheduled Option Holder (a "Vesting Event"), the Option shall become
exercisable with respect to the number of Option Shares equal to one-half ( 1/2)
of the number of Scheduled Option Shares purchased by such Scheduled Option
Holder (the "Vesting Event Number") at the same price per share as such
Scheduled Option Shares were purchased (the "Vesting Event Price"). Prior to
the occurrence of a Vesting Event, no portion of the Option shall be exercisable
by Optionee, and Option Shares shall become subject to purchase under the terms
and provisions of the Option only to the extent that Vesting Events occur as set
forth in the preceding sentence.
(b) Notification of Exercise of Scheduled Options. Each time any
Vesting Event occurs, the Company shall promptly, and in no event later than
thirty (30) days following such Vesting Event, notify Optionee of the Vesting
Event Number and the Vesting Event Price with respect to such Vesting Event, and
the date on which such Vesting Event occurred.
(c) Method of Exercise and Payment. When Option Shares become subject
to purchase upon the occurrence of a Vesting Event, the Option Shares which
Optionee desires to purchase may be exercised by Optionee's delivery to the
Secretary of the Company of one or more Notices of Exercise, in the form of
Schedule B, each accompanied by payment in full of the "Option Price" (as
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defined below). Such delivery must be made within ninety (90) days of the date
on which the Vesting Event occurred. The "Option Price" shall be an amount
equal to the number of Option Shares purchased multiplied by the Vesting Event
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Price, and shall be paid by cashier's check payable to the Company or by wire
transfer of immediately available funds to an account designated from time to
time by the Company for such purpose.
3. Termination of Option and Option Rights. The Option shall not be
exercisable either in whole or in part after the date on which all Scheduled
Options have either expired and are no longer exercisable, or have been fully
exercised. Furthermore, portions of the Option shall terminate (and Option
Shares shall no longer be subject to purchase by Optionee) as follows:
(a) Partial Termination Upon Failure to Exercise. Upon the occurrence
of a Vesting Event, any Option Shares which become subject to purchase by
Optionee in accordance with the provisions of Section 2 above and which Optionee
fails to purchase within ninety (90) days of the
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date on which such Vesting Event occurred shall cease to be subject to purchase
under the Option, and such portion of the Option shall no longer be exercisable.
(b) Partial Termination Upon Termination of Underlying Scheduled
Options. To the extent that any Scheduled Option Shares are no longer subject
to purchase by a Scheduled Option Holder due to the expiration or termination of
all or a portion of a Scheduled Option, or for any other reason, any Option
Shares which could have become subject to purchase by Optionee in accordance
with the provisions of Section 2 above with respect to a Vesting Event involving
such Scheduled Option Shares shall cease to be subject to purchase under the
Option, and such portion of the Option shall no longer be exercisable.
4. Agreement of Optionee. Optionee hereby agrees to hold all of the
Option Shares acquired by Optionee pursuant to Optionee's exercise of this
Option for investment purposes and not with a view to resale or distribution
thereof to the public. Optionee hereby agrees to execute such documents as the
Board of Directors of the Company may require with respect to state and federal
securities laws and any restrictions on the resale of the Option Shares which
may be applicable.
5. No Impairment. The Company will not, by amendment of its Restated
Articles or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by the Company under this Option, but will at all times in
good faith assist in the carrying out of all the provisions of this Option and
in the taking of all such action as may be necessary or appropriate in order to
protect the rights of Optionee.
6. No Voting Rights. This Option shall not entitle Optionee to any
voting rights or other rights as a stockholder of the Company, and no dividend
or interest shall be payable or accrue in respect of this Option or the interest
represented by or the shares purchasable under this Option until and unless, and
except to the extent that, this Option shall be exercised.
7. Stock Certificates. The issuance of stock certificates upon the
exercise of this Option shall be made without charge to Optionee for any tax
(other than (i) income taxes and (ii) transfer taxes resulting from issuance of
stock certificates to a person other than Optionee) in respect of the issue of
such stock. Optionee shall for all purposes be deemed to have become the holder
of record of the shares issued upon exercise of this Option on the date both the
Option Price and the Notice of Exercise are delivered to the Company,
irrespective of the date of delivery of the certificate for such shares, except
that, if the date the Notice of Exercise and the Option Price are delivered to
the Company is a date the Company is closed for business, Optionee shall be
deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the Company is open for business. Such
certificates evidencing the shares of Common Stock issued pursuant to the
exercise of this Option shall bear restrictive legends similar to those at the
head of this Agreement, a legend referencing transfer restrictions set forth in
the Company's Restated Articles of Incorporation, and any other legend required
pursuant to any federal, state, local or foreign law governing the Common Stock.
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8. Miscellaneous.
(a) Any notice, request, instruction or other document to be given
hereunder by any party hereto to any other party hereto shall be in writing and
delivered personally or sent by registered or certified mail (including by
overnight courier or express mail service), postage or fees prepaid,
if to the Company to:
Law Companies Group, Inc.
0 Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxx X. Xxxxx
with a copy to:
Long Xxxxxxxx Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Mr. F. T. Xxxxx, Xx.
if to Optionee to:
Xx. Xxxxxx X. Xxxxxxxx
Xx. Xxxxx X. Xxxxxxxx
0000 Xxxx Xxxx Xxxxx
Xxxxx Xxxxxxxx, Xxxxxxx 00000
with a copy to:
Arnall Golden & Xxxxxxx, LLP
One Atlantic Center
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxxxx Xxxxxx
or at such other address for a party as shall be specified by like notice. Any
notice which is delivered personally in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or the office of such party. Any notice which is
addressed and mailed in the manner herein provided shall be conclusively
presumed to have been duly given to the party to which it is addressed at the
close of business, local time of the recipient, on the fourth business day after
the day it is so placed in the mail or, if earlier, the time of actual receipt.
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(b) This Agreement is being made in, and shall be construed in accordance
with and governed by the laws of the State of Georgia, without giving effect to,
the principles of conflicts of law thereof.
(c) This Agreement, together with the other "Transaction Documents" (as
defined in the Securities Purchase Agreement), constitute the sole understanding
of the parties with respect to the subject matter hereof.
(d) The headings of the Sections and paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.
(e) This Agreement may be executed in multiple counterparts, each of which
shall for all purposes be deemed to be an original and all of which shall
constitute the same instrument.
(f) The Board shall have the sole and final authority in any matter
relating to the interpretation of this Agreement or any provision of this
Agreement.
(g) This Agreement shall not be assigned by Optionee without the prior
written consent of the Company.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed on its behalf as of the date indicated on the first page
hereof.
COMPANY:
LAW COMPANIES GROUP, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Chairman, CEO and President
OPTIONEE:
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
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