Stock Option Agreement - InterCept Group Inc. and Scott R. Meyerhoff
THE INTERCEPT GROUP, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of this 24th
day of June, 1998, by and between The InterCept Group, Inc., a Georgia
corporation (the "Company"), and Scott R. Meyerhoff (the "Optionee").
WHEREAS, effective as of November 12, 1996, the Board of Directors of the
Company adopted a stock option plan known as the "The Intercept Group, Inc.
Amended and Restated 1996 Stock Option Plan" (the "Plan"), and recommended that
the Plan be approved by the Company's shareholders; and
WHEREAS, the Committee has granted the Optionee a stock option to purchase the
number of shares of the Company's common stock as set forth below, and in
consideration of the granting of that stock option the Optionee intends to
remain in the employ of the Company; and
WHEREAS, the Company and the Optionee desire to enter into a written agreement
with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an employment incentive and to encourage stock ownership,
and also in consideration of the mutual covenants contained herein, the parties
hereto agree as follows.
1. Incorporation of Plan. This option is granted pursuant to the
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provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of
the Plan has been delivered to, and receipt is hereby acknowledged by,
the Optionee.
2. Grant of Option. Subject to the terms, restrictions, limitations and
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conditions stated herein, the Company hereby evidences its grant to
the Optionee, not in lieu of salary or other compensation, of the
right and option (the "Option") to purchase all or any part of the
number of shares of the Company's Common Stock, no par value (the
"Stock"), set forth on Schedule A attached hereto and incorporated
herein by reference. The Option shall be exercisable in the amounts
and at the time specified on Schedule A. The Option shall expire and
shall not be exercisable on the date specified on Schedule A or on
such earlier date as determined pursuant to Section 8, 9, or 10
hereof. Schedule A states whether the Option is intended to be an
Incentive Stock Option.
3. Purchase Price. The price per share to be paid by the Optionee for
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the shares subject to this Option (the "Exercise Price") shall be as
specified on Schedule A, which price shall be an amount not less than
the Fair Market Value of a share of Stock as of the Date of Grant (as
defined in Section 11 below) if the Option is an Incentive Stock
Option.
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4. Exercise Terms. The Optionee must exercise the Option for at least
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the lesser of 100 shares or the number of shares of Purchasable Stock
as to which the Option remains unexercised. In the event this Option
is not exercised with respect to all or any part of the shares subject
to this Option prior to its expiration, the shares with respect to
which this Option was not exercised shall no longer be subject to this
Option.
5. Option Non-Transferable. No Option shall be transferable by an
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Optionee other than by will or the laws of descent and distribution
or, in the case of non-Incentive Stock Options, pursuant to a
Qualified Domestic Relations Order, and no Option shall be
transferable by an Optionee who is a Section 16 Insider prior to
shareholder approval of the Plan. During the lifetime of an Optionee,
Options shall be exercisable only by such Optionee (or by such
Optionee's guardian or legal representative, should one be appointed).
6. Notice of Exercise of Option. This Option may be exercised by the
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Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the
Notice of Exercise attached hereto as Schedule B) signed by the
Optionee, or by such administrators, executors or personal
representatives, and delivered or mailed to the Company as specified
in Section 14 hereof to the attention of the President or such other
officer as the Company may designate. Any such notice shall (a)
specify the number of shares of Stock which the Optionee or the
Optionee's administrators, executors or personal representatives, as
the case may be, then elects to purchase hereunder, (b) contain such
information as may be reasonably required pursuant to Section 12
hereof, and (c) be accompanied by (i) a certified or cashier's check
payable to the Company in payment of the total Exercise Price
applicable to such shares as provided herein, (ii) shares of Stock
owned by the Optionee and duly endorsed or accompanied by stock
transfer powers having a Fair Market Value equal to the total Exercise
Price applicable to such shares purchased hereunder, or (iii) a
certified or cashier's check accompanied by the number of shares of
Stock whose Fair Market Value when added to the amount of the check
equals the total Exercise Price applicable to such shares purchased
hereunder. Upon receipt of any such notice and accompanying payment,
and subject to the terms hereof, the Company agrees to issue to the
Optionee or the Optionee's administrators, executors or personal
representatives, as the case may be, stock certificates for the number
of shares specified in such notice registered in the name of the
person exercising this Option.
7. Adjustment in Option. The number of shares subject to this Option,
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the Exercise Price and other matters are subject to adjustment during
the term of this Option in accordance with Section 5.2 of the Plan.
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8. Termination of Employment.
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(a) Except as otherwise specified in Schedule A hereto, in the event
of the termination of the Optionee's employment with the Company
or any of its subsidiaries, other than a termination that is
either (i) for Cause, (ii) voluntary on the part of the Optionee
and without written consent of the Company, or (iii) for reasons
of death or disability or retirement, the Optionee may exercise
this Option at any time within 90 days after such termination to
the extent of the number of shares which were Purchasable
hereunder at the date of such termination.
(b) Except as specified in Schedule A attached hereto, in the event
of a termination of the Optionee's employment that is either (i)
for Cause or (ii) voluntary on the part of the Optionee and
without the written consent of the Company, this Option, to the
extent not previously exercised, shall terminate immediately and
shall not thereafter be or become exercisable.
(c) Unless and to the extent otherwise provided in Exhibit A hereto,
in the event of the retirement of the Optionee at the normal
retirement date as prescribed from time to time by the Company or
any subsidiary, the Optionee shall continue to have the right to
exercise any Options for shares which were Purchasable at the
date of the Optionee's retirement (provided that, on the date
which is three months after the date of retirement, the Options
will become void and unexercisable unless on the date of
retirement the Optionee enters into a noncompete agreement with
The Intercept Group, Inc. and continues to comply with such
noncompete agreement). This Option does not confer upon the
Optionee any right with respect to continuance of employment by
the Company or by any of its subsidiaries. This Option shall not
be affected by any change of employment so long as the Optionee
continues to be an employee of the Company or one of its
subsidiaries.
9. Disabled Optionee. In the event of termination of employment because
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of the Optionee's becoming a Disabled Optionee, the Optionee (or his
or her personal representative) may exercise this Option, within a
period ending on the earlier of (a) the last day of the one year
period following the Optionee's death or (b) the expiration date of
this Option, to the extent of the number of shares which were
Purchasable hereunder at the date of such termination.
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10. Death of Optionee. Except as otherwise set forth in Schedule A with
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respect to the rights of the Optionee upon termination of employment
under Section 8(a) above, in the event of the Optionee's death while
employed by the Company or any of its subsidiaries or within three
months after a termination of such employment (if such termination was
neither (i) for cause nor (ii) voluntary on the part of the Optionee
and without the written consent of the Company), the appropriate
persons described in Section 6 hereof or persons to whom all or a
portion of this Option is transferred in accordance with Section 5
hereof may exercise this Option at any time within a period ending on
the earlier of (a) the last day of the one year period following the
Optionee's death or (b) the expiration date of this Option. If the
Optionee was an employee of the Company at the time of death, this
Option may be so exercised to the extent of the number of shares that
were Purchasable hereunder at the date of death. If the Optionee's
employment terminated prior to his or her death, this Option may be
exercised only to the extent of the number of shares covered by this
Option which were Purchasable hereunder at the date of such
termination.
11. Date of Grant. This Option was granted by the Board of Directors of
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the Company on the date set forth in Schedule A (the "Date of Grant").
12. Compliance with Regulatory Matters. The Optionee acknowledges that
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the issuance of capital stock of the Company is subject to limitations
imposed by federal and state law and the Optionee hereby agrees that
the Company shall not be obligated to issue any shares of Stock upon
exercise of this Option that would cause the Company to violate law or
any rule, regulation, order or consent decree of any regulatory
authority (including without limitation the Securities and Exchange
Commission) having jurisdiction over the affairs of the Company. The
Optionee agrees that he or she will provide the Company with such
information as is reasonably requested by the Company or its counsel
to determine whether the issuance of Stock complies with the
provisions described by this Section 12.
13. Restriction on Disposition of Shares. The shares purchased pursuant
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to the exercise of an Incentive Stock Option shall not be transferred
by the Optionee except pursuant to the Optionee's will, or the laws of
descent and distribution, until such date which is the later of two
years after the grant of such Incentive Stock Option or one year after
the transfer of the shares to the Optionee pursuant to the exercise of
such Incentive Stock Option.
14. Miscellaneous.
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(a) This Agreement shall be binding upon the parties hereto and their
representatives, successors and assigns.
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(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Georgia.
(c) Any requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished
shall be deemed made or accomplished, upon actual delivery
thereof to the designated recipient, or three days after deposit
thereof in the United States mail, registered, return receipt
requested and postage prepaid, addressed, if to the Optionee, at
the address set forth below and, if to the Company, to the
executive offices of the Company at 3150 Holcomb Bridge Road,
Suite 200, Norcross, Georgia 30071.
(d) This Agreement may not be modified except in writing executed by
each of the parties hereto.
IN WITNESS WHEREOF, the Board of Directors of the Company has caused this
Stock Option Agreement to be executed on behalf of the Company and the Company's
seal to be affixed hereto and attested by the Secretary or an Assistant
Secretary of the Company, and the Optionee has executed this Stock Option
Agreement under seal, all as of the day and year first above written.
THE INTERCEPT GROUP, INC. OPTIONEE
By: /s/ John W. Collins /s/ Scott R. Meyerhoff
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John W. Collins Scott R. Meyerhoff
Title: Chief Executive Officer
ATTEST:
/s/ Marie Storey
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Secretary/Assistant Secretary
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<PAGE>
SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
THE INTERCEPT GROUP, INC.
AND
SCOTT R. MEYERHOFF
Dated: June 24, 1998
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1. Number of Shares Subject to Option: 50,000 shares.
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2. This Option (Check one) [X] is [_] is not an Incentive Stock Option.
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3. Option Exercise Price: $ 7.00 per share.
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4. Date of Grant: June 24, 1998 _______________
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5. Option Vesting Schedule:
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Check one:
(_) Options are exercisable with respect to all shares on or
after the date hereof
(X) Options are exercisable with respect to the number of shares
indicated below on or after the date indicated next to the number
of shares:
No. of Shares Vesting Date
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50% Date of Grant
16 2/3% First Anniversary of Date of Grant
16 2/3% Second Anniversary of Date of Grant
16 2/3% Third Anniversary of Date of Grant
6. Option Exercise Period:
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Check One:
(X) All options expire and are void unless exercised on or before
June 24, 2008.
(_) Options expire and are void unless exercised on or before the
date indicated next to the number of shares:
No. of Shares Expiration Date
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7. Effect of Termination of Employment of Optionee (if different from that set
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forth in Sections 8, 9 and 10 of the Stock Option Agreement):
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SCHEDULE B
NOTICE OF EXERCISE
The undersigned hereby notifies The InterCept Group, Inc. (the "Company") of
this election to exercise the undersigned's stock option to purchase _________
shares of the Company's common stock, no par value (the "Common Stock"),
pursuant to the Stock Option Agreement (the "Agreement") between the undersigned
and the Company dated ________________. Accompanying this Notice is (1) a
certified or a cashier's check in the amount of $__________ payable to the
Company, and/or (2) __________ shares of the Company's Common Stock presently
owned by the undersigned and duly endorsed or accompanied by stock transfer
powers, having an aggregate Fair Market Value (as defined in The Intercept
Group, Inc. Amended and Restated 1996 Stock Option Plan) as of the date hereof
of $____________, such amounts being equal, in the aggregate, to the purchase
price per share set forth in Section 3 of the Agreement multiplied by the number
of shares being purchased hereby (in each instance subject to appropriate
adjustment pursuant to Section 5.2 of the Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and seal, this _____
day of ______________, _______.
OPTIONEE [OR OPTIONEE'S
ADMINISTRATOR,
EXECUTOR OR PERSONAL
REPRESENTATIVE]
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Name:
Position (if other than Optionee):