EXHIBIT 14
STOCK OPTION AGREEMENT
The undersigned, BROADWAY & SEYMOUR, INC., a Delaware corporation (the
"Company"), in consideration of the services rendered and to be rendered to it
by XXXXX X. XXXXXX (the "Optionee"), hereby grants to the Optionee a
non-qualified option to purchase Ten Thousand (10,000) common shares of the
Company of the par value of One Cent ($.01) per share at the price and on the
terms and conditions hereinafter provided:
1. The option price for all shares as to which this option shall
be exercised shall be Seven Dollars and Seventy-Five Cents ($7.75) per share,
said price having been determined to be at least 100% of the fair market value
of the shares subject to the option as of the date hereof, and said
determination having been made for the purpose of complying with the applicable
provisions of the Internal Revenue Code of 1986 and all amendments thereto and
regulations thereunder.
2. The term of the option granted hereunder shall be until the
earlier of:
A. ten years from the date of grant; or
B. the date three (3) months after the date of
Optionee's death.
3. Optionee may exercise the option granted hereunder at any
time from date of grant and prior to the expiration of the term of the option
pursuant to the following schedule.
Option Number of Shares Exercisable,
Exercise Period in Whole or in Part
--------------- -----------------------------
June 24, 1993 1,667
to
June 23, 1994
June 24, 1994 1,667
to
June 23, 1995
June 24, 1995 1,667
to
June 23, 1996
June 24, 1996 1,667
to
June 23, 1997
June 24, 1997 1,667
to
June 23, 1998
June 24, 1998 1,665
to
June 23, 1999
In the event of the Optionee's death, Optionee's legal representatives, heirs
or legatees shall have the right to exercise the option with respect to those
number of shares vested at the date of death. However, provided that the
Optionee's death occurs more than six (6) months after the commencement of an
Option Exercise Period, Optionee's legal representatives, heirs or legatees
shall have the right to exercise the option with respect to those number of
shares determined as if the Optionee's date of death occurred in the next
Option Exercise Period succeeding the Option Exercise Period during which the
Optionee's death occurs. Notwithstanding any provision herein to the contrary,
in no event shall the option be exercisable at any time after ten years from
the date of grant. To the extent that an option is not exercised during the
Option Exercise Period set forth above, installments shall accumulate and may
be exercised, in whole or in part, in any
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subsequent Option Exercise Period until the option granted hereunder expires.
4. Prior to its termination, the option granted hereunder may be
exercised, in whole or in part, by giving to the Company written notice of
exercise specifying the number of shares to be purchased and accompanied by
payment of the purchase price for the number of shares specified. Payment may
take the form of cash, shares of stock of the Company, the total market value of
which equals the total purchase price, or any combination of cash and shares of
the Company, the total market value of which equals the total purchase price.
Any such notice shall be deemed given when received by the Company at its
principal place of business.
5. The option granted hereunder shall not be transferable by the
Optionee except by will or by the laws of descent and distribution, and may
only be exercised during the lifetime of the Optionee by him. Any option
transferred at the death of the Optionee may be exercised after death only by
the Optionee's legal representatives, heirs, or legatees, and only within
three (3) months after the death of the Optionee. In no event shall this option
be exercisable at any time after its expiration date, which shall be no later
than ten years from the date of grant.
6. Optionee shall have no rights as a shareholder with respect
to shares covered by the option granted hereunder and shall have no right to
receive notice of shareholder meetings, until the date of issuance of a share
certificate to him for such shares. No
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share certificate shall be issued until full payment therefor has been made. No
adjustment shall be made for dividends or other rights for which the record
date is prior to the date such share certificate is issued.
7. If, prior to the expiration of the term of the option granted
hereunder, any shares of the Company subject to the option shall be affected by
any recapitalization, reclassification, stock dividend, stock split or other
similar change, then the number of shares covered by the option, their
classification or the option price per share shall be appropriately adjusted by
the Board of Directors of the Company as it may deem necessary to prevent any
inequity that might otherwise result.
8. In case the Company is merged or consolidated with another
corporation, or the property or shares of the Company are acquired by another
corporation, the Board of Directors of the Company or the board of directors of
any corporation assuming the obligations of the Company hereunder shall make
appropriate provision for the protection of this option by the substitution on
an equitable basis of appropriate shares of the Company, or of the merged,
consolidated or otherwise reorganized corporation which will be issuable in
respect of the common shares of the Company, provided only that the aggregate
fair market value of the shares subject to the option immediately after such
substitution is not more than their fair market value immediately before such
substitution.
9. The Optionee agrees that the option granted
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hereunder shall be subject to the requirement that, if at any time the Board of
Directors of the Company shall determine, in its discretion, that the listing,
registration or qualification of the shares subject to said option upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the issue or purchase of shares hereunder,
the option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained, free of any conditions not acceptable to the Board.
IN WITNESS WHEREOF, this
Stock Option Agreement has been executed as
of the 24th day of June, 1993.
BROADWAY & SEYMOUR, INC.
By: /s/ Xxxxxxx Xxxx
------------------------------------
Chairman and Chief Executive Officer
/s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx, Optionee
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