<PAGE> 1
As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------
LASON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-3214743
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1305 STEPHENSON HIGHWAY
TROY, MICHIGAN 48083
TELEPHONE: (810) 597-5800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------------------
1995 STOCK OPTION PLAN
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(Full title of the plans)
GARY L. MONROE, CHIEF EXECUTIVE OFFICER
1305 STEPHENSON HIGHWAY
TROY, MICHIGAN 48083
TELEPHONE: (810) 597-5800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH A COPY TO:
LAURENCE B. DEITCH, ESQ.
FRED B. GREEN, ESQ.
SEYBURN, KAHN, GINN,
BESS, DEITCH AND SERLIN, P.C.
2000 TOWN CENTER, SUITE 1500
SOUTHFIELD, MICHIGAN 48075-1195
---------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Titles of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered (1) Share Price Registration Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,012,500 shares $8.57 (2) $8,675,665.20 (2) $2,628.73
($0.01 par value)
</TABLE>
(1) Indicates (i) the number of shares of Common Stock, $0.01 par value
("Common Stock") authorized and reserved for issuance and which may be sold upon
the exercise of options which previously have been granted and/or may be granted
to certain persons under the Lason, Inc. 1995 Stock Option Plan (1,000,000
shares) and (ii) the number of shares of Common Stock authorized and reserved
for issuance and which may be sold upon the exercise of an option granted to
Donald M. Gleklen, Director of the Company, at the time he became a Director of
the Company (12,500 shares). Pursuant to Rule 416(a), this Registration
Statement shall also be deemed to cover any additional securities to be offered
or issued in connection with terms of the above-referenced plans which provide
for changes in the amount of securities to be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of computing the registration fees
as follows: (i) as to 779,020 shares now under option on the basis of the
aggregate price at which such shares may be purchased by optionees; and (ii) as
to 233,480 shares for which options have not yet been granted on the basis of
the average of the high and low prices for the Common Stock on the Nasdaq
National Market System on December 19, 1996 of $19.63.
<PAGE> 2
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not filed with the Registration Statement
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed with the Registration Statement.
PART II - INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Lason, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission"), are incorporated in
this Registration Statement by reference:
1. The Company's prospectus dated October 9, 1996, filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended.
2. The Company's quarterly report on Form 10-Q for the quarter
ended September 30, 1996.
3. The description of the Company's common stock, par value $0.01
per share, contained in the registration statement on Form 8-A of
the Company (Commission File No. 0-21407) filed under the
Securities and Exchange Act of 1934 and declared effective on
October 8, 1996.
All documents filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents. Any statement contained in
a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered under the 1995 Stock Option Plan and
the Stock Option Agreement will be passed upon for the Company by Seyburn,
Kahn, Ginn, Bess, Deitch & Serlin, P.C., 2000 Town Center, Suite 1500,
Southfield, Michigan 48075. Until August 6, 1996, Laurence
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B. Deitch, a shareholder of the firm, served as Trustee of the Joseph Jonathan
Yanover and Jennifer D. Yanover Irrevocable Trust Dated January 5, 1993, which
owns approximately 4.8% of the Common Stock of the Company. Mr. Deitch is also
an Assistant Secretary of the Company and some of its subsidiaries. In the
aggregate, the attorneys of Seyburn, Kahn, Ginn, Bess, Deitch & Serlin, P.C.
own 1,200 shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the laws of the State of Delaware. Section
145 of the General Corporation Law of the State of Delaware ("Section 145")
provides that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person was an officer, director, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
or are threatened to be made, a party to any threatened pending or completed
action or suit by or in the right of the corporation by reason of the fact that
such person was a director, officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit, provided such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interest, except
that no indemnification is permitted without judicial approval if the officer
or director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer or director has actually and reasonably incurred. Pursuant
to Section 145, the Company may purchase insurance on behalf of its present and
former directors and officers against any liability asserted against or
incurred by them in such capacity or arising out of their status as such,
including liabilities under the Securities Act.
The Company's Amended and Restated Certificate of Incorporation and Bylaws
provide for the indemnification of directors and officers of the company to the
fullest extent permitted by Section 145.
In that regard, the Amended and Restated Certificate of Incorporation and
Bylaws provide that the Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, administrative or
investigative (other than action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer of the Company, or
is or was serving at the request of the Company as a director, officer or
member of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of such corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Indemnification in connection with an action or suit by or in the right of such
corporation to procure a judgment in its favor is limited to payment of
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such an action or suit except that
no such indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the indemnifying corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or
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<PAGE> 4
suit was brought shall determine that, despite the adjudication of liability
but in consideration of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are attached hereto or incorporated herein by reference
as exhibits to this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Number Description of Document
- -------------- -----------------------
<S> <C>
4.1 Form of Amended and Restated Certificate of
Incorporation of Registrant (incorporated herein
by reference to Exhibit 3.1 of Registrant's
Registration Statement on Amendment No. 4 to Form
S-1 dated October 7, 1996, Commission File No.
333-09799).
4.2 Form of Amended and Restated Bylaws of
Registrant (incorporated herein by reference to
Exhibit 3.2 of Registrant's Registration
Statement on Amendment No. 4 to Form S-1 dated
October 7, 1996, Commission File No. 333-09799).
5 Opinion and Consent of Seyburn, Kahn, Ginn,
Bess, Deitch & Serlin, P.C. as to the legality of
the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.,
independent auditors.
23.2 Consent of Seyburn, Kahn, Ginn, Bess, Deitch
& Serlin, legal counsel (contained in Exhibit 5).
24 Powers of Attorney (contained in the signature
pages of this Registration Statement).
</TABLE>
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<PAGE> 5
<TABLE>
<CAPTION>
Exhibit Number Description of Document
- -------------- -----------------------
<S> <C>
99.1 1995 Stock Option Plan of Registrant
(incorporated herein by reference to Exhibit
10.11 of Registrant's Registration Statement on
Amendment No. 4 to Form S-1 dated October 7,
1996, Commission File No. 333-09799).
99.2 Stock Option Agreement dated August 7, 1995
by and between Registrant and Donald Gleklen
(incorporated herein by reference to Exhibit
10.14 of Registrant's Registration Statement on
Amendment No. 4 to Form S-1 dated October 7,
1996, Commission File No. 333-09799).
99.3 Amendment to Employee Stock Option Agreement
by and between Registrant and Donald Gleklen
(incorporated herein by reference to Exhibit
10.36 of Registrant's Registration Statement on
Amendment No. 4 to Form S-1 dated October 7,
1996, Commission File No. 333-09799).
99.4 Form of Employee Stock Option
Agreement by and between the Company and Mr.
Monroe dated December 17, 1996.
99.5 Form of Employee Stock Option
Agreement by and between the Company and Mr.
Rauwerdink dated December 17, 1996.
99.6 Form of Employee Stock Option
Agreement by and between the Company and Mr.
Jablonski dated December 17, 1996.
99.7 Form of Employee Stock Option
Agreement by and between the Company and Mr.
Newman dated December 17, 1996.
</TABLE>
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however that paragraphs A(1)(i) and A(1)(ii) shall not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(B) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
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<PAGE> 6
of the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(C) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6
above, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing of Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Troy, State of Michigan on December 23, 1996.
LASON, INC.
By: /s/ Gary L. Monroe
-------------------------
Gary L. Monroe
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on December ___, 1996, by the following persons
in the capacities indicated below. By so signing, each of the undersigned, in
his capacity as a director or officer, or both, as the case may be, of the
Registrant, does hereby appoint Gary L. Monroe, Allen J. Nesbitt and William J.
Rauwerdink, and each of them severally, his or her true and lawful attorney to
execute in his or her name, place and stead, in his or her capacity as a
director or officer, or both, as the case may be, of the Registrant, any and
all amendments to this Registration Statement and post-effective amendments
thereto (including prospectus supplements) and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities
and Exchange Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises as fully, and for all intents and
purposes, as each of the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.
SIGNATURE CAPACITY
- --------- --------
/s/ Robert A. Yanover Chairman of the Board
- ----------------------
Robert A. Yanover
(SIGNATURES CONTINUED ON NEXT PAGE)
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<PAGE> 7
/s/ Gary L. Monroe
- ---------------------------
Gary L. Monroe Chief Executive Officer (principal executive
officer) and Director
/s/ Allen J. Nesbitt
- ---------------------------
Allen J. Nesbitt President and Director
/s/ William J. Rauwerdink
- ---------------------------
William J. Rauwerdink Executive Vice President, Chief Financial
Officer, Treasurer and Secretary (principal
financial and accounting officer)
/s/ Donald M. Gleklen
- ---------------------------
Donald M. Gleklen Director
- ---------------------------
Bruce V. Rauner Director
- ---------------------------
Joseph P. Nolan Director
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Document
- -------------- -----------------------
<S> <C>
5 Opinion and consent of Seyburn, Kahn, Ginn,
Bess, Deitch & Serlin, P.C., legal counsel
23.1 Consent of Coopers & Lybrand, L.L.P.,
independent auditors
99.4 Form of Employee Stock Option Agreement by and between the Company and Mr.
Monroe dated December 17, 1996.
99.5 Form of Employee Stock Option Agreement by and between the Company and Mr.
Rauwerdink dated December 17, 1996.
99.6 Form of Employee Stock Option Agreement by and between the Company and Mr.
Jablonski dated December 17, 1996.
99.7 Form of Employee Stock Option Agreement by and between the Company and Mr.
Newman dated December 17, 1996.
</TABLE>
<PAGE> 1
EXHIBIT 5
[SEYBURN, KAHN, GINN, BESS, DEITCH AND SERLIN LETTERHEAD]
December 20, 1996
Lason, Inc.
1305 Stephenson Highway
Troy, Michigan 48083
RE: LASON, INC. - REGISTRATION STATEMENT ON FORM S-8
Dear Sir/Madam:
We are counsel to Lason, Inc., a Delaware corporation (the "Company"). This
opinion is being rendered with respect to the Registration Statement
("Registration Statement") on Form S-8 filed by the Company with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 (the "Act"), as amended, 1,000,000 shares of the Company's shares of
Common Stock issuable upon exercise of options covered by the Lason, Inc. 1995
Stock Option Plan and 12,500 shares of the Company's Common Stock issuable upon
exercise of an option granted to Donald M. Gleklen, a Director of the company
(hereinafter referred to as the "Plans").
We have examined such certificates, instruments, and documents and reviewed
such questions of law as we have considered necessary or appropriate for the
purposes of our opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to the originals of all
documents submitted to us as copies. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of officers and other
representatives of the Company and others.
Our opinion expressed below is subject to the qualifications that we express no
opinion as to the applicability of, compliance with, or effect of any laws
except the General Corporation Law of the State of Delaware (the "DGCL") and
the federal laws of the United States of America. Based upon such examination
and review, we are of the opinion that the shares which may be issued upon
exercise of the options under the Plans ,and the shares issued to the named
Selling Stockholders in the Prospectus are duly authorized. The shares to be
issued upon exercise of the options will be, when issued against payment of the
purchase price therefor in accordance with the provisions of the
<PAGE> 2
[SEYBURN, KAHN, GINN, BESS, DEITCH AND SERLIN]
Lason, Inc.
December 20, 1996
Page 2
Plans, and the shares of the named Selling Shareholders are, legally issued,
fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of person whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
This opinion is limited to the specific issues addressed herein, and no opinion
may be inferred or implied beyond that expressly stated herein. We assume no
obligation to revise or supplement this opinion should the current DGCL or the
current federal law of the United States be changed by legislative action,
judicial decision or other.
This opinion is furnished to you solely for your benefit to be used by you in
connection with the filing of the Registration Statement and is not to be used,
circulated, quoted or otherwise relied upon by any other person or by you for
any other purpose.
Very truly yours,
/s/ SEYBURN, KAHN, GINN, BESS, DEITCH & SERLIN, P.C.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF COOPERS & LYBRAND, L.L.P.
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Prospectus and Registration
Statement on Form S-8 of Lason, Inc., pertaining to the registration of
1,000,000 shares of Common Stock with respect to the Lason, Inc. 1995 Stock
Option Plan and 12,500 shares of Common Stock with respect to the option
granted to Donald M. Gleklen, of our report dated March 31, 1996, except for
Note 6, as to which the date is July 10, 1996 and Note 15, as to which the date
is August 16, 1996, on our audit of the consolidated financial statements and
financial statement schedule of Lason, Inc.; of our report dated March 17,
1995, on our audits of the financial statements of Lason Systems, Inc.; of our
report dated June 28, 1996, except for Note 6, as to which the date is July 16,
1996, on our audit of the financial statements of Great Lakes Micrographics
Corporation; of our report dated July 17, 1996, except for Note 10, as to which
the date is August 6, 1996, on our audits of the financial statements of
National Reproductions Corp., included int he Registration Statement on Form
S-1, as amended, of Lason, Inc., Commission File No. 333-09799.
December 19, 1996 Coopers & Lybrand, L.L.P.
/s/ Coopers & Lybrand, L.L.P.
------------------------------
<PAGE> 1
EXHIBIT 99.4
December 17, 1996
To: Gary Monroe
RE: NON-QUALIFIED STOCK OPTIONS
The Board of Directors (the "Board") of Lason, Inc., or the committee (the
"Committee") designated by the Board for the purpose of administering the Lason,
Inc. 1995 Stock Option Plan (the "Plan"), hereby grants you (the "Grantee") a
non-qualified stock option (each an "Option"), pursuant to the Plan, a copy of
which is attached hereto. Certain capitalized terms used in this agreement (the
"Agreement") are defined in paragraph 12 hereof. Certain capitalized terms used
in this Agreement which are not defined herein have the meanings indicated for
such terms in Section 10.1 of the Plan. As used herein references to the
"Company" refer to Lason, Inc. or to Lason, Inc. and/or any of its Subsidiaries,
as applicable.
1. STOCK OPTION. The Option entitles the Grantee (and such
Grantee's permitted transferee as described in paragraph 3(a) below) (each such
person, a "Purchaser") to purchase up to the number of shares of the Company's
Common Stock, par value $.01 per share (the "Option Shares"), specified below
opposite such Grantee's name, at an option price of $16.75 per share (the
"Option Price"), subject to the terms and conditions of this Agreement:
GRANTEE NUMBER OF OPTION SHARES
------- -----------------------
Gary Monroe 20,000
2. ADDITIONAL TERMS. The Options are also subject to the
following provisions:
(a) EXERCISABILITY. Each Option may be exercised and Option
Shares may be purchased at any time and from time to time after the execution of
this Agreement, subject to the vesting limitations imposed by paragraph 2(b) of
this Agreement. The Option Price for Option Shares shall be paid in full in
cash or by check by the Purchaser of such Option Shares prior to the time of the
delivery of Option Shares, or, at the written request of such Purchaser, the
Committee may (but need not) permit payment to be made by (i) delivery to the
Company of outstanding Shares, (ii) retention by the Company of one or more of
such Option Shares or (iii) any combination of cash, check, such Purchaser's
delivery of outstanding Shares and retention by the Company of one or more of
such Option Shares. Option Shares acquired by Purchaser under this Agreement
are hereinafter referred to as the "Exercise Shares."
(b) VESTING/EXERCISABILITY.
(i) Purchaser may only exercise the Option to purchase
Option Shares to the extent that such Option has vested and become exercisable
with respect to such Option Shares. Except as otherwise provided in Paragraph
2(b)(ii) below, the Option Shares will vest and become exercisable in accordance
with the following schedule, if as of each such date the Grantee is still
employed by the Company or any of its Subsidiaries:
1
<PAGE> 2
CUMULATIVE PERCENTAGE OF
OPTION SHARES VESTED
DATE AND EXERCISABLE
----------- ------------------------
December 17, 1997 20%
December 17, 1998 40%
December 17, 1999 60%
December 17, 2000 80%
December 17, 2001 100%
Option Shares which have become vested and exercisable are referred to herein
as "Vested Shares" and all other Option Shares are referred to herein as
"Unvested Shares."
(ii) Upon the occurrence of a Sale of the Company, each
Option shall vest and all Unvested Shares shall be come Vested Shares if, but
only if, the Grantee thereof is employed by the Company or any of its
Subsidiaries on the date of such occurrence.
(c) PROCEDURE FOR EXERCISE. Subject to the vesting limitations
of Paragraph 2(b) above, a Purchaser may exercise all or any portion of the
Option, so long as it is valid and outstanding, at any time and from time to
time prior to its termination by delivering written notice to the Company as
provided in Section 6.4 of the Plan and written acknowledgment substantially in
the form of Exhibit A hereto that such Purchaser has read, and has been afforded
an opportunity to ask questions of the Company's management regarding all
financial and other information provided to Purchaser concerning the Company,
together with payment of the Option Price times the number of Option Shares
purchased. Subject to Section 6.7 of the Plan, at the time of exercise,
Purchaser will be entitled to review all financial and other information
regarding the Company it believes necessary to enable such Purchaser to make an
informed investment decision.
3. TRANSFERABILITY OF THE OPTIONS.
(a) The Grantee shall not sell, transfer, assign, pledge or
otherwise dispose of (a "Transfer") any interest in any Option with respect to
any Unvested Shares. Any Option with respect to any Vested Shares of the
Grantee shall not be Transferred other than as a result of the death of such
Grantee, testate or intestate, and the restrictions herein shall apply to any
Transfer by any such permitted transferee.
(b) The Company may assign its rights and delegate its duties
under this Agreement.
4. TRANSFERABILITY OF EXERCISE SHARES.
(a) No Purchaser shall Transfer any Exercise Shares or any
interest therein except in accordance with the provisions of this Agreement.
(b) No holder of any Exercise Shares may Transfer any such shares
(except pursuant to an effective registration statement and/or re-offer
prospectus, as applicable, under the Securities Act) without first delivering to
the Company an opinion of counsel (reasonably acceptable in form and substance
to the Company) that neither registration nor qualification under the Securities
Act and applicable state securities laws is required in connection with such
transfer.
2
<PAGE> 3
5. CONFORMITY WITH PLAN. The Options are intended to conform in
all respects with, and are subject to all applicable provisions of, the Plan,
which is incorporated herein by reference. Inconsistencies between this
Agreement and the Plan shall be resolved in accordance with the terms of the
Plan, except as modified by Paragraph 2(b)(ii) of this Agreement. By executing
this Agreement, the Grantee acknowledges receipt of the Plan and agrees to be
bound by all of other terms of the Plan.
6. EMPLOYMENT. Notwithstanding any contrary oral representations
or promises made to the Grantee prior to or after the date hereof, the Grantee
and the Company acknowledge that such Grantee's employment with the Company is
and will continue to be subject to the willingness of each to continue such
employment and nothing set forth herein or otherwise confers any right or
obligation on such Grantee to continue in the employ of the Company or shall
affect in any way such Grantee's right or the right of the Company to terminate
such Grantee's employment at any time, for any reason, with or without cause.
7. ADJUSTMENT. The Board shall make appropriate and proportionate
adjustments to the terms of the Options to reflect any stock dividend, stock
split, combination or exchange of shares, merger, consolidation or other change
in the capitalization of the Company which the Board determines to be similar,
in its substantive effect upon the Plan or the Options, to any of the changes
expressly indicated in this sentence, as provided in Article 8 of the Plan. The
Board may (but shall not be required to) make any appropriate adjustment to the
terms of the Options to reflect any spin-off, spin-out or other distribution of
assets to shareholders or any acquisition of the Company's stock or assets or
other change which the Board determines to be similar, in its substantive effect
upon the Plan or the Options, to any of the changes expressly indicated in this
sentence, as provided in Article 8 of the Plan. In the event of any adjustments
described in the preceding two sentences, any and all new, substituted, or
additional securities or other property to which any Purchaser is entitled by
reason of the Option shall be immediately subject to such Option and be included
in the word "Option Shares" for all purposes of such Option with the same force
and effect as the Option Shares presently subject to such Option. After each
such event, the number of Option Shares and/or the Option Price shall be
appropriately adjusted.
8. SHARE LEGEND. Unless the Exercise Shares are the subject of an
effective registration statement and/or re-offer prospectus, as applicable, all
certificates representing any Exercise Shares subject to the provisions of this
Agreement shall have endorsed thereon the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE
ORIGINALLY ISSUED AS OF DECEMBER 17, 1996, HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER
AGREEMENTS SET FORTH IN AN EMPLOYEE STOCK OPTION AGREEMENT
BETWEEN THE COMPANY AND CERTAIN EMPLOYEES OF THE COMPANY
DATED DECEMBER 17, 1996. A COPY OF SUCH AGREEMENT MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL
PLACE OF BUSINESS WITHOUT CHARGE."
3
<PAGE> 4
9. INVESTMENT REPRESENTATIONS. Upon the purchase of Option Shares
hereunder, the Purchaser thereof shall execute and deliver to the Company a
letter, substantially in the form attached hereto as Exhibit A, confirming such
Purchaser's investment representations.
10. EXPIRATION. Subject to Sections 6.3 and 6.7 of the Plan, the
Grantee's Option shall expire (a) with respect to Vested Shares, at the earlier
of (i) a determination by the Option Committee that the Grantee has been grossly
negligent in the performance of his duties to the Company,(ii) the termination
of such Grantee's employment with the Company or (iii) at 5:00 p.m., Detroit
time, on the seventh anniversary of the date hereof and (b) with respect to
Unvested Shares, upon the termination of such Grantee's employment with the
Company.
Further, notwithstanding the above, with respect to Vested Shares, if
the termination of Grantee's employment with the Company is due to death,
disability or Termination Without Cause, then the Option shall expire on the
earlier of (i) the 90th day following the termination of Grantee's employment or
(ii) until 5:00 p.m., Detroit time, on the seventh anniversary of the date
hereof.
Further, notwithstanding the above, with respect to Vested Shares, if
the Company discovers after termination of Grantee's employment, that Grantee
engaged in conduct that would have justified Termination for Cause, Grantee's
Option shall expire immediately on the date of such discovery.
11. CONFIDENTIALITY/NON-COMPETITION. In consideration of the
Option granted herein, Grantee agrees that while Grantee is employed by the
Company and for the eighteen (18) month period following the date of employment,
Grantee shall not, either directly or indirectly (whether as sole proprietor,
partner, consultant, venturer, member, stockholder, director, officer, employee,
or in any other capacity as principal or agent), own, manage, operate, control,
finance, or engage or participate in the ownership, management, operation or
control of, any person, firm, entity, limited partnership, partnership, limited
liability company, corporation, or similar association which is engaged in any
of the business activities of the Company and which is located in any part of
the United States or Canada in which the Company does business.
Grantee further agrees that Grantee shall not, directly or indirectly,
at any time during such eighteen (18) month non-compete period:
(a) take any action that will cause the termination of a business
relationship between the Company and any customer or supplier of the Company; or
(b) solicit for employment or employ any person employed in the
Company's business.
At all times, Grantee shall keep secret and inviolate all knowledge or
information of a confidential nature, including, without limitation, all
unpublished matters relating to the business, assets, accounts, books, records,
customers and contracts of the Company which Grantee may or hereafter come to
know as a result of Grantee's association with the Company.
4
<PAGE> 5
Grantee acknowledges that if Grantee violates this Paragraph 11,
Grantee will cause severe and irreparable injury to the business and
goodwill of the Company, which injury is not adequately compensable by money
damages. Accordingly, in the event of a breach (or threatened or attempted
breach) of this Paragraph 11, the Company shall, in addition to any other rights
and remedies, (i) be entitled to immediate appropriate injunctive relief or a
decree of specific performance of this Agreement, without the necessity of
showing any irreparable injury or special damages, and (ii) not be obligated to
sell any shares subject to the option upon exercise of the option.
Grantee acknowledges that, due to Grantee's education and job skill,
Grantee's adherence to the terms of this confidentiality/non-competition
provision will not deprive Grantee of the opportunity to obtain gainful
employment with other companies serving different product or geographic markets
after the termination of Grantee's employment with the Company.
Nothing herein shall be deemed to prevent Grantee from holding less
than five (5%) percent of the outstanding publicly-traded securities of
any person, firm, or corporation.
The provisions of this Paragraph 11 shall survive the termination of
this Agreement and Grantee's employment with the Company.
12. DEFINITIONS.
"DISABILITY" means permanent and total disability as such term is
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.
"FULLY DILUTED BASIS" means, without duplication, (i) all shares of
Common Stock outstanding at the time of determination plus (ii) all
shares of Common Stock issuable upon conversion of any convertible securities or
the exercise of any option, warrant or similar right, whether or not such
conversion, right or option, warrant or similar right is then exercisable.
"INDEPENDENT THIRD PARTY" means any person who, immediately prior to
the contemplated transaction, does not own in excess of 5% of the
Company's Common Stock on a Fully Diluted Basis (a "5% Owner"), who is not
controlling, controlled by or under common control with the Company or any such
5% Owner and who is not the spouse or descendent (by birth or adoption) of any
such 5% Owner or a trust for the benefit of such 5% Owner and/or such other
persons.
"SALE OF THE COMPANY" means the sale of the Company (by merger,
consolidation or sale of stock or assets) to an Independent Third Party or
group of Independent Third Parties pursuant to which such party or parties
acquire (i) capital stock of the Company possessing the voting power under
normal circumstances to elect a majority of the Board (whether by merger,
consolidation or sale or transfer of the Company's capital stock) or (ii) all
or substantially all of the Company's assets determined on a consolidated
basis. The Sale of the Company does not include a sale of stock pursuant to a
secondary public offering by the Company.
"TERMINATION FOR CAUSE" means termination by the Company of Grantee's
employment because of Grantee's personal dishonesty, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to perform
stated duties, or the lawful violation of any law, rule or regulation (other
than minor traffic violations or similar offenses).
5
<PAGE> 6
"TERMINATION WITHOUT CAUSE" means any termination by the Company of
Grantee's employment which is not a Termination for Cause.
13. FURTHER ACTIONS. The parties agree to execute such further
instruments and to take such further actions as may reasonably be
required to carry out the intent of this Agreement.
14. SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
15. COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, any one of which need not contain the
signatures of more than one party, but all such counterparts taken together will
constitute one and the same Agreement.
16. NOTICES. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by registered or
certified mail with postage and fees prepaid, addressed, in the case of a
Grantee, and, in the case of the Company, to the respective addresses below:
Lason, Inc.
1350 Stephenson Highway
Troy, Michigan 48083
Attention: William J. Rauwerdink, Executive Vice President
Mr. Gary Monroe
4808 Deer Park Court
Rochester Hills, MI 48306
or at such other address as a party may designate by 10 days advance written
notice to each other party.
17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the successors and assigns of the Company
and, subject to the restrictions on transfer herein set forth, be binding upon
Grantee's heirs, executors, administrators, successors and assigns and inure to
the benefit of Grantee's heirs, executors, administrators, successors and
permitted assigns.
18. GOVERNING LAW. This Agreement and all documents contemplated
hereby, and all remedies in connection therewith and all questions or
transactions relating thereto, shall be construed in accordance with and
governed by the laws of the State of Michigan.
19. ENTIRE AGREEMENT. This Agreement and the Plan constitute the
entire understanding between the Grantee and the Company, and supersede
all other agreements, whether written or oral, with respect to the acquisition
by the Grantee of Common Stock from the Company pursuant to any option or option
agreement.
6
<PAGE> 7
Please sign as Grantee the extra copy of this Agreement in the space
below and return it to the Secretary of the Company, William J. Rauwerdink, to
confirm your understanding and acceptance of the agreements contained in this
letter.
Very truly yours,
LASON, INC.
By:
------------------------------
William J. Rauwerdink
Its: Executive Vice President
-----------------------------
THE UNDERSIGNED hereby acknowledges having read this Agreement, the
Plan, and the other enclosures to this Agreement, and hereby agrees to be bound
by all provisions set forth herein and in the Plan.
GRANTEE
--------------------------------
Gary Monroe
7
<PAGE> 8
EXHIBIT A TO EMPLOYEE STOCK
OPTION AGREEMENT
INVESTMENT LETTER
Lason, Inc.
1305 Stephenson Highway
Troy, Michigan 48150
Attention: William J. Rauwerdink, Executive Vice President
Gentlemen:
This is to inform you that the undersigned (the "Purchaser") hereby
exercises the option granted to the Purchaser under the Lason, Inc. 1995 Stock
Option Plan with respect to _____ shares of the Common Stock, par value $.01
per share (the "Securities") of Lason, Inc., a Delaware corporation (the
"Company").
In connection with the proposed purchase of shares of the Common Stock,
par value $.01 per share (the "Securities"), of Lason, Inc., a Delaware
corporation (the "Company"), by the undersigned (the "Purchaser"), the
Purchaser hereby agrees, represents and warrants as follows:
1. PURCHASE ENTIRELY FOR OWN ACCOUNT.
The Purchaser represents and warrants that Purchaser is purchasing the
Securities solely for Purchaser's own account for investment and not with a
view to sale or distribution of the Securities or any portion thereof and not
with any present intention of selling, offering to sell, or otherwise disposing
of or distributing the Securities or any portion thereof. The Purchaser also
represents that the entire legal and beneficial interest of the securities
Purchaser is purchasing is being purchased for, and will be held for the
account of, the Purchaser only and neither in whole nor in part for any other
person.
2. INFORMATION CONCERNING COMPANY.
The Purchaser represents and warrants that Purchaser has heretofore
discussed the Company and its plans, operations and financial condition with
its officers and received all such information as Purchaser deems necessary and
appropriate to enable Purchaser to evaluate the financial risk inherent in
making an investment in the Securities of the Company, and the Purchaser
further represents and warrants that Purchaser has received satisfactory and
complete information concerning the business and financial condition of the
Company in response to all inquiries in respect thereof.
3. ECONOMIC RISK.
The Purchaser represents and warrants that Purchaser is sophisticated in
financial matters and is able to evaluate the risks and benefits of the
investment in the Securities, Purchaser
<PAGE> 9
realizes that Purchaser's purchase of the Securities will be a highly
speculative investment and that Purchaser is able, without impairing Purchaser's
financial condition, to hold the Securities for an indefinite period of time and
to suffer a complete loss on Purchaser's investment, should that be the case.
Dated as of ____________, _____.
Very truly yours,
ACCEPTED AND AGREED TO:
LASON, INC.
By:_______________________________
William J. Rauwerdink
Its: Executive Vice President
2
<PAGE> 1
EXHIBIT 99.5
December 17, 1996
To: Bill Rauwerdink
RE: NON-QUALIFIED STOCK OPTIONS
The Board of Directors (the "Board") of Lason, Inc., or the committee (the
"Committee") designated by the Board for the purpose of administering the
Lason, Inc. 1995 Stock Option Plan (the "Plan"), hereby grants you (the
"Grantee") a non-qualified stock option (each an "Option"), pursuant to the
Plan, a copy of which is attached hereto. Certain capitalized terms used in
this agreement (the "Agreement") are defined in paragraph 12 hereof. Certain
capitalized terms used in this Agreement which are not defined herein have the
meanings indicated for such terms in Section 10.1 of the Plan. As used herein
references to the "Company" refer to Lason, Inc. or to Lason, Inc. and/or any
of its Subsidiaries, as applicable.
1. STOCK OPTION. The Option entitles the Grantee (and such
Grantee's permitted transferee as described in paragraph 3(a) below)
(each such person, a "Purchaser") to purchase up to the number of shares of the
Company's Common Stock, par value $.01 per share (the "Option Shares"),
specified below opposite such Grantee's name, at an option price of $16.75 per
share (the "Option Price"), subject to the terms and conditions of this
Agreement:
GRANTEE NUMBER OF OPTION SHARES
--------------- -----------------------
Bill Rauwerdink 15,000
2. ADDITIONAL TERMS. The Options are also subject to the following
provisions:
(a) EXERCISABILITY. Each Option may be exercised and Option
Shares may be purchased at any time and from time to time after the execution of
this Agreement, subject to the vesting limitations imposed by paragraph 2(b) of
this Agreement. The Option Price for Option Shares shall be paid in full in
cash or by check by the Purchaser of such Option Shares prior to the time of the
delivery of Option Shares, or, at the written request of such Purchaser, the
Committee may (but need not) permit payment to be made by (i) delivery to the
Company of outstanding Shares, (ii) retention by the Company of one or more of
such Option Shares or (iii) any combination of cash, check, such Purchaser's
delivery of outstanding Shares and retention by the Company of one or more of
such Option Shares. Option Shares acquired by Purchaser under this Agreement
are hereinafter referred to as the "Exercise Shares."
(b) VESTING/EXERCISABILITY.
1
<PAGE> 2
(i) Purchaser may only exercise the Option to purchase
Option Shares to the extent that such Option has vested and become exercisable
with respect to such Option Shares. Except as otherwise provided in Paragraph
2(b)(ii) below, the Option Shares will vest and become exercisable in accordance
with the following schedule, if as of each such date the Grantee is still
employed by the Company or any of its Subsidiaries:
CUMULATIVE PERCENTAGE OF
OPTION SHARES VESTED
DATE AND EXERCISABLE
------------- -------------------------
December 17, 1997 20%
December 17, 1998 40%
December 17, 1999 60%
December 17, 2000 80%
December 17, 2001 100%
Option Shares which have become vested and exercisable are referred to herein
as "Vested Shares" and all other Option Shares are referred to herein as
"Unvested Shares."
(ii) Upon the occurrence of a Sale of the Company, each hall
vest and all Unvested Shares shall be come Vested Shares if, but only if, the
Grantee thereof is employed by the Company or any of its Subsidiaries on the
date of such occurrence.
(c) PROCEDURE FOR EXERCISE. Subject to the vesting limitations
of Paragraph 2(b) above, a Purchaser may exercise all or any portion of the
Option, so long as it is valid and outstanding, at any time and from time to
time prior to its termination by delivering written notice to the Company as
provided in Section 6.4 of the Plan and written acknowledgment substantially in
the form of Exhibit A hereto that such Purchaser has read, and has been afforded
an opportunity to ask questions of the Company's management regarding all
financial and other information provided to Purchaser concerning the Company,
together with payment of the Option Price times the number of Option Shares
purchased. Subject to Section 6.7 of the Plan, at the time of exercise,
Purchaser will be entitled to review all financial and other information
regarding the Company it believes necessary to enable such Purchaser to make an
informed investment decision.
3. TRANSFERABILITY OF THE OPTIONS.
(a) The Grantee shall not sell, transfer, assign, pledge or
otherwise dispose of (a "Transfer") any interest in any Option with respect to
any Unvested Shares. Any Option with respect to any Vested Shares of the
Grantee shall not be Transferred other than as a result of the death of such
Grantee, testate or intestate, and the restrictions herein shall apply to any
Transfer by any such permitted transferee.
(b) The Company may assign its rights and delegate its duties
under this Agreement.
4. TRANSFERABILITY OF EXERCISE SHARES.
(a) No Purchaser shall Transfer any Exercise Shares or any
interest therein except in accordance with the provisions of this Agreement.
2
<PAGE> 3
(b) No holder of any Exercise Shares may Transfer any such shares
(except pursuant to an effective registration statement and/or re-offer
prospectus, as applicable, under the Securities Act) without first delivering to
the Company an opinion of counsel (reasonably acceptable in form and substance
to the Company) that neither registration nor qualification under the Securities
Act and applicable state securities laws is required in connection with such
transfer.
5. CONFORMITY WITH PLAN. The Options are intended to conform in all
respects with, and are subject to all applicable provisions of, the Plan, which
is incorporated herein by reference. Inconsistencies between this Agreement and
the Plan shall be resolved in accordance with the terms of the Plan, except as
modified by Paragraph 2(b)(ii) of this Agreement. By executing this Agreement,
the Grantee acknowledges receipt of the Plan and agrees to be bound by all of
other terms of the Plan.
6. EMPLOYMENT. Notwithstanding any contrary oral representations or
promises made to the Grantee prior to or after the date hereof, the Grantee and
the Company acknowledge that such Grantee's employment with the Company is and
will continue to be subject to the willingness of each to continue such
employment and nothing set forth herein or otherwise confers any right or
obligation on such Grantee to continue in the employ of the Company or shall
affect in any way such Grantee's right or the right of the Company to terminate
such Grantee's employment at any time, for any reason, with or without cause.
7. ADJUSTMENT. The Board shall make appropriate and proportionate
adjustments to the terms of the Options to reflect any stock dividend, stock
split, combination or exchange of shares, merger, consolidation or other change
in the capitalization of the Company which the Board determines to be similar,
in its substantive effect upon the Plan or the Options, to any of the changes
expressly indicated in this sentence, as provided in Article 8 of the Plan. The
Board may (but shall not be required to) make any appropriate adjustment to the
terms of the Options to reflect any spin-off, spin-out or other distribution of
assets to shareholders or any acquisition of the Company's stock or assets or
other change which the Board determines to be similar, in its substantive effect
upon the Plan or the Options, to any of the changes expressly indicated in this
sentence, as provided in Article 8 of the Plan. In the event of any adjustments
described in the preceding two sentences, any and all new, substituted, or
additional securities or other property to which any Purchaser is entitled by
reason of the Option shall be immediately subject to such Option and be included
in the word "Option Shares" for all purposes of such Option with the same force
and effect as the Option Shares presently subject to such Option. After each
such event, the number of Option Shares and/or the Option Price shall be
appropriately adjusted.
8. SHARE LEGEND. Unless the Exercise Shares are the subject of an
effective registration statement and/or re-offer prospectus, as applicable, all
certificates representing any Exercise Shares subject to the provisions of this
Agreement shall have endorsed thereon the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE
ORIGINALLY ISSUED AS OF DECEMBER 17, 1996, HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
3
<PAGE> 4
EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER
AGREEMENTS SET FORTH IN AN EMPLOYEE STOCK OPTION AGREEMENT
BETWEEN THE COMPANY AND CERTAIN EMPLOYEES OF THE COMPANY
DATED DECEMBER 17, 1996. A COPY OF SUCH AGREEMENT MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL
PLACE OF BUSINESS WITHOUT CHARGE."
9. INVESTMENT REPRESENTATIONS. Upon the purchase of Option Shares
hereunder, the Purchaser thereof shall execute and deliver to the Company a
letter, substantially in the form attached hereto as Exhibit A, confirming such
Purchaser's investment representations.
10. EXPIRATION. Subject to Sections 6.3 and 6.7 of the Plan, the
Grantee's Option shall expire (a) with respect to Vested Shares, at the earlier
of (i) a determination by the Option Committee that the Grantee has been grossly
negligent in the performance of his duties to the Company,(ii) the termination
of such Grantee's employment with the Company or (iii) at 5:00 p.m., Detroit
time, on the seventh anniversary of the date hereof and (b) with respect to
Unvested Shares, upon the termination of such Grantee's employment with the
Company.
Further, notwithstanding the above, with respect to Vested Shares, if
the termination of Grantee's employment with the Company is due to death,
disability or Termination Without Cause, then the Option shall expire on the
earlier of (i) the 90th day following the termination of Grantee's employment or
(ii) until 5:00 p.m., Detroit time, on the seventh anniversary of the date
hereof.
Further, notwithstanding the above, with respect to Vested Shares, if
the Company discovers after termination of Grantee's employment, that Grantee
engaged in conduct that would have justified Termination for Cause, Grantee's
Option shall expire immediately on the date of such discovery.
11. CONFIDENTIALITY/NON-COMPETITION. In consideration of the Option
granted herein, Grantee agrees that while Grantee is employed by the Company and
for the eighteen (18) month period following the date of employment, Grantee
shall not, either directly or indirectly (whether as sole proprietor, partner,
consultant, venturer, member, stockholder, director, officer, employee, or in
any other capacity as principal or agent), own, manage, operate, control,
finance, or engage or participate in the ownership, management, operation or
control of, any person, firm, entity, limited partnership, partnership, limited
liability company, corporation, or similar association which is engaged in any
of the business activities of the Company and which is located in any part of
the United States or Canada in which the Company does business.
Grantee further agrees that Grantee shall not, directly or indirectly,
at any time during such eighteen (18) month non-compete period:
(a) take any action that will cause the termination of a business
relationship between the Company and any customer or supplier of the Company; or
4
<PAGE> 5
(b) solicit for employment or employ any person employed in the
Company's business.
At all times, Grantee shall keep secret and inviolate all knowledge or
information of a confidential nature, including, without limitation, all
unpublished matters relating to the business, assets, accounts, books, records,
customers and contracts of the Company which Grantee may or hereafter come to
know as a result of Grantee's association with the Company.
Grantee acknowledges that if Grantee violates this Paragraph 11,
Grantee will cause severe and irreparable injury to the business and goodwill of
the Company, which injury is not adequately compensable by money damages.
Accordingly, in the event of a breach (or threatened or attempted breach) of
this Paragraph 11, the Company shall, in addition to any other rights and
remedies, (i) be entitled to immediate appropriate injunctive relief or a decree
of specific performance of this Agreement, without the necessity of showing any
irreparable injury or special damages, and (ii) not be obligated to sell any
shares subject to the option upon exercise of the option.
Grantee acknowledges that, due to Grantee's education and job skill,
Grantee's adherence to the terms of this confidentiality/non-competition
provision will not deprive Grantee of the opportunity to obtain gainful
employment with other companies serving different product or geographic markets
after the termination of Grantee's employment with the Company.
Nothing herein shall be deemed to prevent Grantee from holding less
than five (5%) percent of the outstanding publicly-traded securities of any
person, firm, or corporation.
The provisions of this Paragraph 11 shall survive the termination of
this Agreement and Grantee's employment with the Company.
12. DEFINITIONS.
"DISABILITY" means permanent and total disability as such term is
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.
"FULLY DILUTED BASIS" means, without duplication, (i) all shares of
Common Stock outstanding at the time of determination plus (ii) all shares of
Common Stock issuable upon conversion of any convertible securities or the
exercise of any option, warrant or similar right, whether or not such
conversion, right or option, warrant or similar right is then exercisable.
"INDEPENDENT THIRD PARTY" means any person who, immediately prior to
the contemplated transaction, does not own in excess of 5% of the Company's
Common Stock on a Fully Diluted Basis (a "5% Owner"), who is not controlling,
controlled by or under common control with the Company or any such 5% Owner and
who is not the spouse or descendent (by birth or adoption) of any such 5% Owner
or a trust for the benefit of such 5% Owner and/or such other persons.
"SALE OF THE COMPANY" means the sale of the Company (by merger,
consolidation or sale of stock or assets) to an Independent Third Party or group
of Independent Third Parties pursuant to which such party or parties acquire (i)
capital stock of the Company possessing the voting power under normal
circumstances to elect a majority of the Board (whether by merger,
5
<PAGE> 6
consolidation or sale or transfer of the Company's capital stock) or (ii) all
or substantially all of the Company's assets determined on a consolidated
basis. The Sale of the Company does not include a sale of stock pursuant to a
secondary public offering by the Company.
"TERMINATION FOR CAUSE" means termination by the Company of Grantee's
employment because of Grantee's personal dishonesty, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to perform
stated duties, or the lawful violation of any law, rule or regulation (other
than minor traffic violations or similar offenses).
"TERMINATION WITHOUT CAUSE" means any termination by the Company of
Grantee's employment which is not a Termination for Cause.
13. FURTHER ACTIONS. The parties agree to execute such further
instruments and to take such further actions as may reasonably be required to
carry out the intent of this Agreement.
14. SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
15. COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same Agreement.
16. NOTICES. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States Post Office, by registered or certified mail
with postage and fees prepaid, addressed, in the case of a Grantee, and, in the
case of the Company, to the respective addresses below:
Lason, Inc.
1350 Stephenson Highway
Troy, Michigan 48083
Attention: Gary L. Monroe, Chief Executive Officer
Mr. Bill Rauwerdink
3172 Interlaken
Orchard Lake, MI 48323
or at such other address as a party may designate by 10 days advance written
notice to each other party.
17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the Company and, subject
to the restrictions on transfer herein set forth, be binding upon Grantee's
heirs, executors, administrators, successors and assigns and inure to the
benefit of Grantee's heirs, executors, administrators, successors and permitted
assigns.
6
<PAGE> 7
18. GOVERNING LAW. This Agreement and all documents contemplated
hereby, and all remedies in connection therewith and all questions or
transactions relating thereto, shall be construed in accordance with and
governed by the laws of the State of Michigan.
19. ENTIRE AGREEMENT. This Agreement and the Plan constitute the
entire understanding between the Grantee and the Company, and supersede all
other agreements, whether written or oral, with respect to the acquisition by
the Grantee of Common Stock from the Company pursuant to any option or option
agreement.
Please sign as Grantee the extra copy of this Agreement in the space
below and return it to the Secretary of the Company, William J. Rauwerdink, to
confirm your understanding and acceptance of the agreements contained in this
letter.
Very truly yours,
LASON, INC.
By:
----------------------------
Gary L. Monroe
Its: Chief Executive Officer
----------------------------
THE UNDERSIGNED hereby acknowledges having read this Agreement, the
Plan, and the other enclosures to this Agreement, and hereby agrees to be bound
by all provisions set forth herein and in the Plan.
GRANTEE
---------------------------------
Bill Rauwerdink
7
<PAGE> 8
EXHIBIT A TO EMPLOYEE STOCK
OPTION AGREEMENT
INVESTMENT LETTER
Lason, Inc.
1305 Stephenson Highway
Troy, Michigan 48150
Attention: Gary L. Monroe, Chief Executive Officer
Gentlemen:
This is to inform you that the undersigned (the "Purchaser") hereby
exercises the option granted to the Purchaser under the Lason, Inc. 1995 Stock
Option Plan with respect to _____ shares of the Common Stock, par value $.01
per share (the "Securities") of Lason, Inc., a Delaware corporation (the
"Company").
In connection with the proposed purchase of shares of the Common Stock,
par value $.01 per share (the "Securities"), of Lason, Inc., a Delaware
corporation (the "Company"), by the undersigned (the "Purchaser"), the
Purchaser hereby agrees, represents and warrants as follows:
1. PURCHASE ENTIRELY FOR OWN ACCOUNT.
The Purchaser represents and warrants that Purchaser is purchasing the
Securities solely for Purchaser's own account for investment and not with a
view to sale or distribution of the Securities or any portion thereof and not
with any present intention of selling, offering to sell, or otherwise disposing
of or distributing the Securities or any portion thereof. The Purchaser also
represents that the entire legal and beneficial interest of the securities
Purchaser is purchasing is being purchased for, and will be held for the
account of, the Purchaser only and neither in whole nor in part for any other
person.
2. INFORMATION CONCERNING COMPANY.
The Purchaser represents and warrants that Purchaser has heretofore
discussed the Company and its plans, operations and financial condition with
its officers and received all such information as Purchaser deems necessary and
appropriate to enable Purchaser to evaluate the financial risk inherent in
making an investment in the Securities of the Company, and the Purchaser
further represents and warrants that Purchaser has received satisfactory and
complete information concerning the business and financial condition of the
Company in response to all inquiries in respect thereof.
3. ECONOMIC RISK.
The Purchaser represents and warrants that Purchaser is sophisticated in
financial matters and is able to evaluate the risks and benefits of the
investment in the Securities, Purchaser
<PAGE> 9
realizes that Purchaser's purchase of the Securities will be a highly
speculative investment and that Purchaser is able, without impairing Purchaser's
financial condition, to hold the Securities for an indefinite period of time and
to suffer a complete loss on Purchaser's investment, should that be the case.
Dated as of ____________, _____.
Very truly yours,
ACCEPTED AND AGREED TO:
LASON, INC.
By:_______________________________
Gary L. Monroe
Its: Chief Executive Officer
2
<PAGE> 1
EXHIBIT 99.6
December 17, 1996
To: Brian Jablonski
RE: NON-QUALIFIED STOCK OPTIONS
The Board of Directors (the "Board") of Lason, Inc., or the committee (the
"Committee") designated by the Board for the purpose of administering the
Lason, Inc. 1995 Stock Option Plan (the "Plan"), hereby grants you (the
"Grantee") a non-qualified stock option (each an "Option"), pursuant to the
Plan, a copy of which is attached hereto. Certain capitalized terms used in
this agreement (the "Agreement") are defined in paragraph 12 hereof. Certain
capitalized terms used in this Agreement which are not defined herein have the
meanings indicated for such terms in Section 10.1 of the Plan. As used herein
references to the "Company" refer to Lason, Inc. or to Lason, Inc. and/or any
of its Subsidiaries, as applicable.
1. STOCK OPTION. The Option entitles the Grantee (and such
Grantee's permitted transferee as described in paragraph 3(a) below) (each such
person, a "Purchaser") to purchase up to the number of shares of the Company's
Common Stock, par value $.01 per share (the "Option Shares"), specified below
opposite such Grantee's name, at an option price of $16.75 per share (the
"Option Price"), subject to the terms and conditions of this Agreement:
GRANTEE NUMBER OF OPTION SHARES
--------------- -----------------------
Brian Jablonski 15,000
2. ADDITIONAL TERMS. The Options are also subject to the following
provisions:
(a) EXERCISABILITY. Each Option may be exercised and Option
Shares may be purchased at any time and from time to time after the execution of
this Agreement, subject to the vesting limitations imposed by paragraph 2(b) of
this Agreement. The Option Price for Option Shares shall be paid in full in
cash or by check by the Purchaser of such Option Shares prior to the time of the
delivery of Option Shares, or, at the written request of such Purchaser, the
Committee may (but need not) permit payment to be made by (i) delivery to the
Company of outstanding Shares, (ii) retention by the Company of one or more of
such Option Shares or (iii) any combination of cash, check, such Purchaser's
delivery of outstanding Shares and retention by the Company of one or more of
such Option Shares. Option Shares acquired by Purchaser under this Agreement
are hereinafter referred to as the "Exercise Shares."
(b) VESTING/EXERCISABILITY.
(i) Purchaser may only exercise the Option to purchase
Option Shares to the extent that such Option has vested and become exercisable
with respect to such
1
<PAGE> 2
Option Shares. Except as otherwise provided in Paragraph 2(b)(ii) below, the
Option Shares will vest and become exercisable in accordance with the following
schedule, if as of each such date the Grantee is still employed by the Company
or any of its Subsidiaries:
CUMULATIVE PERCENTAGE OF
OPTION SHARES VESTED
DATE AND EXERCISABLE
----------------- ---------------------------
December 17, 1997 20%
December 17, 1998 40%
December 17, 1999 60%
December 17, 2000 80%
December 17, 2001 100%
Option Shares which have become vested and exercisable are referred to herein
as "Vested Shares" and all other Option Shares are referred to herein as
"Unvested Shares."
(ii) Upon the occurrence of a Sale of the Company, each
Option shall vest and all Unvested Shares shall be come Vested Shares if, but
only if, the Grantee thereof is employed by the Company or any of its
Subsidiaries on the date of such occurrence.
(c) PROCEDURE FOR EXERCISE. Subject to the vesting limitations
of Paragraph 2(b) above, a Purchaser may exercise all or any portion of the
Option, so long as it is valid and outstanding, at any time and from time to
time prior to its termination by delivering written notice to the Company as
provided in Section 6.4 of the Plan and written acknowledgment substantially in
the form of Exhibit A hereto that such Purchaser has read, and has been afforded
an opportunity to ask questions of the Company's management regarding all
financial and other information provided to Purchaser concerning the Company,
together with payment of the Option Price times the number of Option Shares
purchased. Subject to Section 6.7 of the Plan, at the time of exercise,
Purchaser will be entitled to review all financial and other information
regarding the Company it believes necessary to enable such Purchaser to make an
informed investment decision.
3. TRANSFERABILITY OF THE OPTIONS.
(a) The Grantee shall not sell, transfer, assign, pledge or
otherwise dispose of (a "Transfer") any interest in any Option with respect to
any Unvested Shares. Any Option with respect to any Vested Shares of the
Grantee shall not be Transferred other than as a result of the death of such
Grantee, testate or intestate, and the restrictions herein shall apply to any
Transfer by any such permitted transferee.
(b) The Company may assign its rights and delegate its duties
under this Agreement.
4. TRANSFERABILITY OF EXERCISE SHARES.
(a) No Purchaser shall Transfer any Exercise Shares or any
interest therein except in accordance with the provisions of this Agreement.
2
<PAGE> 3
(b) No holder of any Exercise Shares may Transfer any such
shares (except pursuant to an effective registration statement and/or re-offer
prospectus, as applicable, under the Securities Act) without first delivering to
the Company an opinion of counsel (reasonably acceptable in form and substance
to the Company) that neither registration nor qualification under the Securities
Act and applicable state securities laws is required in connection with such
transfer.
5. CONFORMITY WITH PLAN. The Options are intended to conform in
all respects with, and are subject to all applicable provisions of, the Plan,
which is incorporated herein by reference. Inconsistencies between this
Agreement and the Plan shall be resolved in accordance with the terms of the
Plan, except as modified by Paragraph 2(b)(ii) of this Agreement. By executing
this Agreement, the Grantee acknowledges receipt of the Plan and agrees to be
bound by all of other terms of the Plan.
6. EMPLOYMENT. Notwithstanding any contrary oral representations or
promises made to the Grantee prior to or after the date hereof, the Grantee and
the Company acknowledge that such Grantee's employment with the Company is and
will continue to be subject to the willingness of each to continue such
employment and nothing set forth herein or otherwise confers any right or
obligation on such Grantee to continue in the employ of the Company or shall
affect in any way such Grantee's right or the right of the Company to terminate
such Grantee's employment at any time, for any reason, with or without cause.
7. ADJUSTMENT. The Board shall make appropriate and proportionate
adjustments to the terms of the Options to reflect any stock dividend, stock
split, combination or exchange of shares, merger, consolidation or other change
in the capitalization of the Company which the Board determines to be similar,
in its substantive effect upon the Plan or the Options, to any of the changes
expressly indicated in this sentence, as provided in Article 8 of the Plan. The
Board may (but shall not be required to) make any appropriate adjustment to the
terms of the Options to reflect any spin-off, spin-out or other distribution of
assets to shareholders or any acquisition of the Company's stock or assets or
other change which the Board determines to be similar, in its substantive effect
upon the Plan or the Options, to any of the changes expressly indicated in this
sentence, as provided in Article 8 of the Plan. In the event of any adjustments
described in the preceding two sentences, any and all new, substituted, or
additional securities or other property to which any Purchaser is entitled by
reason of the Option shall be immediately subject to such Option and be included
in the word "Option Shares" for all purposes of such Option with the same force
and effect as the Option Shares presently subject to such Option. After each
such event, the number of Option Shares and/or the Option Price shall be
appropriately adjusted.
8. SHARE LEGEND. Unless the Exercise Shares are the subject of an
effective registration statement and/or re-offer prospectus, as applicable, all
certificates representing any Exercise Shares subject to the provisions of this
Agreement shall have endorsed thereon the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE
ORIGINALLY ISSUED AS OF DECEMBER 17, 1996, HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
3
<PAGE> 4
EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER
AGREEMENTS SET FORTH IN AN EMPLOYEE STOCK OPTION AGREEMENT
BETWEEN THE COMPANY AND CERTAIN EMPLOYEES OF THE COMPANY
DATED DECEMBER 17, 1996. A COPY OF SUCH AGREEMENT MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL
PLACE OF BUSINESS WITHOUT CHARGE."
9. INVESTMENT REPRESENTATIONS. Upon the purchase of Option Shares
hereunder, the Purchaser thereof shall execute and deliver to the Company a
letter, substantially in the form attached hereto as Exhibit A, confirming such
Purchaser's investment representations.
10. EXPIRATION. Subject to Sections 6.3 and 6.7 of the Plan, the
Grantee's Option shall expire (a) with respect to Vested Shares, at the earlier
of (i) a determination by the Option Committee that the Grantee has been grossly
negligent in the performance of his duties to the Company,(ii) the termination
of such Grantee's employment with the Company or (iii) at 5:00 p.m., Detroit
time, on the seventh anniversary of the date hereof and (b) with respect to
Unvested Shares, upon the termination of such Grantee's employment with the
Company.
Further, notwithstanding the above, with respect to Vested Shares, if
the termination of Grantee's employment with the Company is due to death,
disability or Termination Without Cause, then the Option shall expire on the
earlier of (i) the 90th day following the termination of Grantee's employment or
(ii) until 5:00 p.m., Detroit time, on the seventh anniversary of the date
hereof.
Further, notwithstanding the above, with respect to Vested Shares, if
the Company discovers after termination of Grantee's employment, that Grantee
engaged in conduct that would have justified Termination for Cause, Grantee's
Option shall expire immediately on the date of such discovery.
11. CONFIDENTIALITY/NON-COMPETITION. In consideration of the Option
granted herein, Grantee agrees that while Grantee is employed by the Company and
for the eighteen (18) month period following the date of employment, Grantee
shall not, either directly or indirectly (whether as sole proprietor, partner,
consultant, venturer, member, stockholder, director, officer, employee, or in
any other capacity as principal or agent), own, manage, operate, control,
finance, or engage or participate in the ownership, management, operation or
control of, any person, firm, entity, limited partnership, partnership, limited
liability company, corporation, or similar association which is engaged in any
of the business activities of the Company and which is located in any part of
the United States or Canada in which the Company does business.
Grantee further agrees that Grantee shall not, directly or indirectly,
at any time during such eighteen (18) month non-compete period:
(a) take any action that will cause the termination of a business
relationship between the Company and any customer or supplier of the Company; or
4
<PAGE> 5
(b) solicit for employment or employ any person employed in the
Company's business.
At all times, Grantee shall keep secret and inviolate all knowledge or
information of a confidential nature, including, without limitation, all
unpublished matters relating to the business, assets, accounts, books, records,
customers and contracts of the Company which Grantee may or hereafter come to
know as a result of Grantee's association with the Company.
Grantee acknowledges that if Grantee violates this Paragraph 11,
Grantee will cause severe and irreparable injury to the business and goodwill of
the Company, which injury is not adequately compensable by money damages.
Accordingly, in the event of a breach (or threatened or attempted breach) of
this Paragraph 11, the Company shall, in addition to any other rights and
remedies, (i) be entitled to immediate appropriate injunctive relief or a decree
of specific performance of this Agreement, without the necessity of showing any
irreparable injury or special damages, and (ii) not be obligated to sell any
shares subject to the option upon exercise of the option.
Grantee acknowledges that, due to Grantee's education and job skill,
Grantee's adherence to the terms of this confidentiality/non-competition
provision will not deprive Grantee of the opportunity to obtain gainful
employment with other companies serving different product or geographic markets
after the termination of Grantee's employment with the Company.
Nothing herein shall be deemed to prevent Grantee from holding less
than five (5%) percent of the outstanding publicly-traded securities of any
person, firm, or corporation.
The provisions of this Paragraph 11 shall survive the termination of
this Agreement and Grantee's employment with the Company.
12. DEFINITIONS.
"DISABILITY" means permanent and total disability as such term is
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.
"FULLY DILUTED BASIS" means, without duplication, (i) all shares of
Common Stock outstanding at the time of determination plus (ii) all shares of
Common Stock issuable upon conversion of any convertible securities or the
exercise of any option, warrant or similar right, whether or not such
conversion, right or option, warrant or similar right is then exercisable.
"INDEPENDENT THIRD PARTY" means any person who, immediately prior to
the contemplated transaction, does not own in excess of 5% of the Company's
Common Stock on a Fully Diluted Basis (a "5% Owner"), who is not controlling,
controlled by or under common control with the Company or any such 5% Owner and
who is not the spouse or descendent (by birth or adoption) of any such 5% Owner
or a trust for the benefit of such 5% Owner and/or such other persons.
"SALE OF THE COMPANY" means the sale of the Company (by merger,
consolidation or sale of stock or assets) to an Independent Third Party or group
of Independent Third Parties pursuant to which such party or parties acquire (i)
capital stock of the Company possessing the voting power under normal
circumstances to elect a majority of the Board (whether by merger,
5
<PAGE> 6
consolidation or sale or transfer of the Company's capital stock) or (ii) all
or substantially all of the Company's assets determined on a consolidated
basis. The Sale of the Company does not include a sale of stock pursuant to a
secondary public offering by the Company.
"TERMINATION FOR CAUSE" means termination by the Company of Grantee's
employment because of Grantee's personal dishonesty, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to perform
stated duties, or the lawful violation of any law, rule or regulation (other
than minor traffic violations or similar offenses).
"TERMINATION WITHOUT CAUSE" means any termination by the Company of
Grantee's employment which is not a Termination for Cause.
13. FURTHER ACTIONS. The parties agree to execute such further
instruments and to take such further actions as may reasonably be required to
carry out the intent of this Agreement.
14. SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
15. COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same Agreement.
16. NOTICES. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States Post Office, by registered or certified mail
with postage and fees prepaid, addressed, in the case of a Grantee, and, in the
case of the Company, to the respective addresses below:
Lason, Inc.
1350 Stephenson Highway
Troy, Michigan 48083
Attention: William J. Rauwerdink, Executive Vice President
Mr. Brian Jablonski
356 Silverdale Drive
Rochester Hills, MI 48309
or at such other address as a party may designate by 10 days advance written
notice to each other party.
17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the Company and, subject
to the restrictions on transfer herein set forth, be binding upon Grantee's
heirs, executors, administrators, successors and assigns and inure to the
benefit of Grantee's heirs, executors, administrators, successors and permitted
assigns.
6
<PAGE> 7
18. GOVERNING LAW. This Agreement and all documents contemplated
hereby, and all remedies in connection therewith and all questions or
transactions relating thereto, shall be construed in accordance with and
governed by the laws of the State of Michigan.
19. ENTIRE AGREEMENT. This Agreement and the Plan constitute the
entire understanding between the Grantee and the Company, and supersede all
other agreements, whether written or oral, with respect to the acquisition by
the Grantee of Common Stock from the Company pursuant to any option or option
agreement.
Please sign as Grantee the extra copy of this Agreement in the space
below and return it to the Secretary of the Company, William J. Rauwerdink, to
confirm your understanding and acceptance of the agreements contained in this
letter.
Very truly yours,
LASON, INC.
By:
------------------------------
William J. Rauwerdink
Its: Executive Vice President
-----------------------------
THE UNDERSIGNED hereby acknowledges having read this Agreement, the
Plan, and the other enclosures to this Agreement, and hereby agrees to be bound
by all provisions set forth herein and in the Plan.
GRANTEE
------------------------------
Brian Jablonski
7
<PAGE> 8
EXHIBIT A TO EMPLOYEE STOCK
OPTION AGREEMENT
INVESTMENT LETTER
Lason, Inc.
1305 Stephenson Highway
Troy, Michigan 48150
Attention: William J. Rauwerdink, Executive Vice President
Gentlemen:
This is to inform you that the undersigned (the "Purchaser") hereby
exercises the option granted to the Purchaser under the Lason, Inc. 1995 Stock
Option Plan with respect to _____ shares of the Common Stock, par value $.01
per share (the "Securities") of Lason, Inc., a Delaware corporation (the
"Company").
In connection with the proposed purchase of shares of the Common Stock,
par value $.01 per share (the "Securities"), of Lason, Inc., a Delaware
corporation (the "Company"), by the undersigned (the "Purchaser"), the
Purchaser hereby agrees, represents and warrants as follows:
1. PURCHASE ENTIRELY FOR OWN ACCOUNT.
The Purchaser represents and warrants that Purchaser is purchasing the
Securities solely for Purchaser's own account for investment and not with a
view to sale or distribution of the Securities or any portion thereof and not
with any present intention of selling, offering to sell, or otherwise disposing
of or distributing the Securities or any portion thereof. The Purchaser also
represents that the entire legal and beneficial interest of the securities
Purchaser is purchasing is being purchased for, and will be held for the
account of, the Purchaser only and neither in whole nor in part for any other
person.
2. INFORMATION CONCERNING COMPANY.
The Purchaser represents and warrants that Purchaser has heretofore
discussed the Company and its plans, operations and financial condition with
its officers and received all such information as Purchaser deems necessary and
appropriate to enable Purchaser to evaluate the financial risk inherent in
making an investment in the Securities of the Company, and the Purchaser
further represents and warrants that Purchaser has received satisfactory and
complete information concerning the business and financial condition of the
Company in response to all inquiries in respect thereof.
3. ECONOMIC RISK.
The Purchaser represents and warrants that Purchaser is sophisticated in
financial matters and is able to evaluate the risks and benefits of the
investment in the Securities, Purchaser
<PAGE> 9
realizes that Purchaser's purchase of the Securities will be a highly
speculative investment and that Purchaser is able, without impairing Purchaser's
financial condition, to hold the Securities for an indefinite period of time and
to suffer a complete loss on Purchaser's investment, should that be the case.
Dated as of ____________, _____.
Very truly yours,
ACCEPTED AND AGREED TO:
LASON, INC.
By:_______________________________
William J. Rauwerdink
Its: Executive Vice President
2
<PAGE> 1
EXHIBIT 99.7
December 17, 1996
To: Cary Newman
RE: NON-QUALIFIED STOCK OPTIONS
The Board of Directors (the "Board") of Lason, Inc., or the committee (the
"Committee") designated by the Board for the purpose of administering the
Lason, Inc. 1995 Stock Option Plan (the "Plan"), hereby grants you (the
"Grantee") a non-qualified stock option (each an "Option"), pursuant to the
Plan, a copy of which is attached hereto. Certain capitalized terms used in
this agreement (the "Agreement") are defined in paragraph 12 hereof. Certain
capitalized terms used in this Agreement which are not defined herein have the
meanings indicated for such terms in Section 10.1 of the Plan. As used herein
references to the "Company" refer to Lason, Inc. or to Lason, Inc. and/or any
of its Subsidiaries, as applicable.
1. STOCK OPTION. The Option entitles the Grantee (and such
Grantee's permitted transferee as described in paragraph 3(a) below) (each such
person, a "Purchaser") to purchase up to the number of shares of the Company's
Common Stock, par value $.01 per share (the "Option Shares"), specified below
opposite such Grantee's name, at an option price of $16.75 per share (the
"Option Price"), subject to the terms and conditions of this Agreement:
GRANTEE NUMBER OF OPTION SHARES
----------- -----------------------
Cary Newman 15,000
2. ADDITIONAL TERMS. The Options are also subject to the following
provisions:
(a) EXERCISABILITY. Each Option may be exercised and Option
Shares may be purchased at any time and from time to time after the execution of
this Agreement, subject to the vesting limitations imposed by paragraph 2(b) of
this Agreement. The Option Price for Option Shares shall be paid in full in
cash or by check by the Purchaser of such Option Shares prior to the time of the
delivery of Option Shares, or, at the written request of such Purchaser, the
Committee may (but need not) permit payment to be made by (i) delivery to the
Company of outstanding Shares, (ii) retention by the Company of one or more of
such Option Shares or (iii) any combination of cash, check, such Purchaser's
delivery of outstanding Shares and retention by the Company of one or more of
such Option Shares. Option Shares acquired by Purchaser under this Agreement
are hereinafter referred to as the "Exercise Shares."
(b) VESTING/EXERCISABILITY.
(i) Purchaser may only exercise the Option to purchase
Option Shares to the extent that such Option has vested and become exercisable
with respect to such Option Shares. Except as otherwise provided in Paragraph
2(b)(ii) below, the Option Shares will
1
<PAGE> 2
vest and become exercisable in accordance with the following schedule, if as of
each such date the Grantee is still employed by the Company or any of its
Subsidiaries:
CUMULATIVE PERCENTAGE OF
OPTION SHARES VESTED
DATE AND EXERCISABLE
----------------- --------------------------------
December 17, 1997 20%
December 17, 1998 40%
December 17, 1999 60%
December 17, 2000 80%
December 17, 2001 100%
Option Shares which have become vested and exercisable are referred to herein
as "Vested Shares" and all other Option Shares are referred to herein as
"Unvested Shares."
(ii) Upon the occurrence of a Sale of the Company, each
Option shall vest and all Unvested Shares shall be come Vested Shares if, but
only if, the Grantee thereof is employed by the Company or any of its
Subsidiaries on the date of such occurrence.
(c) PROCEDURE FOR EXERCISE. Subject to the vesting limitations
of Paragraph 2(b) above, a Purchaser may exercise all or any portion of the
Option, so long as it is valid and outstanding, at any time and from time to
time prior to its termination by delivering written notice to the Company as
provided in Section 6.4 of the Plan and written acknowledgment substantially in
the form of Exhibit A hereto that such Purchaser has read, and has been afforded
an opportunity to ask questions of the Company's management regarding all
financial and other information provided to Purchaser concerning the Company,
together with payment of the Option Price times the number of Option Shares
purchased. Subject to Section 6.7 of the Plan, at the time of exercise,
Purchaser will be entitled to review all financial and other information
regarding the Company it believes necessary to enable such Purchaser to make an
informed investment decision.
3. TRANSFERABILITY OF THE OPTIONS.
(a) The Grantee shall not sell, transfer, assign, pledge or
otherwise dispose of (a "Transfer") any interest in any Option with
respect to any Unvested Shares. Any Option with respect to any Vested Shares of
the Grantee shall not be Transferred other than as a result of the death of such
Grantee, testate or intestate, and the restrictions herein shall apply to any
Transfer by any such permitted transferee.
(b) The Company may assign its rights and delegate its duties
under this Agreement.
4. TRANSFERABILITY OF EXERCISE SHARES.
(a) No Purchaser shall Transfer any Exercise Shares or any
interest therein except in accordance with the provisions of this Agreement.
(b) No holder of any Exercise Shares may Transfer any such
shares (except pursuant to an effective registration statement and/or
re-offer prospectus, as applicable,
2
<PAGE> 3
under the Securities Act) without first delivering to the Company an opinion of
counsel (reasonably acceptable in form and substance to the Company) that
neither registration nor qualification under the Securities Act and applicable
state securities laws is required in connection with such transfer.
5. CONFORMITY WITH PLAN. The Options are intended to conform in all
respects with, and are subject to all applicable provisions of, the Plan, which
is incorporated herein by reference. Inconsistencies between this Agreement and
the Plan shall be resolved in accordance with the terms of the Plan, except as
modified by Paragraph 2(b)(ii) of this Agreement. By executing this Agreement,
the Grantee acknowledges receipt of the Plan and agrees to be bound by all of
other terms of the Plan.
6. EMPLOYMENT. Notwithstanding any contrary oral representations or
promises made to the Grantee prior to or after the date hereof, the Grantee and
the Company acknowledge that such Grantee's employment with the Company is and
will continue to be subject to the willingness of each to continue such
employment and nothing set forth herein or otherwise confers any right or
obligation on such Grantee to continue in the employ of the Company or shall
affect in any way such Grantee's right or the right of the Company to terminate
such Grantee's employment at any time, for any reason, with or without cause.
7. ADJUSTMENT. The Board shall make appropriate and proportionate
adjustments to the terms of the Options to reflect any stock dividend, stock
split, combination or exchange of shares, merger, consolidation or other change
in the capitalization of the Company which the Board determines to be similar,
in its substantive effect upon the Plan or the Options, to any of the changes
expressly indicated in this sentence, as provided in Article 8 of the Plan. The
Board may (but shall not be required to) make any appropriate adjustment to the
terms of the Options to reflect any spin-off, spin-out or other distribution of
assets to shareholders or any acquisition of the Company's stock or assets or
other change which the Board determines to be similar, in its substantive effect
upon the Plan or the Options, to any of the changes expressly indicated in this
sentence, as provided in Article 8 of the Plan. In the event of any adjustments
described in the preceding two sentences, any and all new, substituted, or
additional securities or other property to which any Purchaser is entitled by
reason of the Option shall be immediately subject to such Option and be included
in the word "Option Shares" for all purposes of such Option with the same force
and effect as the Option Shares presently subject to such Option. After each
such event, the number of Option Shares and/or the Option Price shall be
appropriately adjusted.
8. SHARE LEGEND. Unless the Exercise Shares are the subject of an
effective registration statement and/or re-offer prospectus, as applicable, all
certificates representing any Exercise Shares subject to the provisions of this
Agreement shall have endorsed thereon the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE
ORIGINALLY ISSUED AS OF DECEMBER 17, 1996, HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE ALSO
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SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN
OTHER AGREEMENTS SET FORTH IN AN EMPLOYEE STOCK OPTION
AGREEMENT BETWEEN THE COMPANY AND CERTAIN EMPLOYEES OF THE
COMPANY DATED DECEMBER 17, 1996. A COPY OF SUCH AGREEMENT
MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S
PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
9. INVESTMENT REPRESENTATIONS. Upon the purchase of Option
Shares hereunder, the Purchaser thereof shall execute and deliver to the Company
a letter, substantially in the form attached hereto as Exhibit A, confirming
such Purchaser's investment representations.
10. EXPIRATION. Subject to Sections 6.3 and 6.7 of the Plan, the
Grantee's Option shall expire (a) with respect to Vested Shares, at the earlier
of (i) a determination by the Option Committee that the Grantee has been grossly
negligent in the performance of his duties to the Company,(ii) the termination
of such Grantee's employment with the Company or (iii) at 5:00 p.m., Detroit
time, on the seventh anniversary of the date hereof and (b) with respect to
Unvested Shares, upon the termination of such Grantee's employment with the
Company.
Further, notwithstanding the above, with respect to Vested Shares, if
the termination of Grantee's employment with the Company is due to death,
disability or Termination Without Cause, then the Option shall expire on the
earlier of (i) the 90th day following the termination of Grantee's employment or
(ii) until 5:00 p.m., Detroit time, on the seventh anniversary of the date
hereof.
Further, notwithstanding the above, with respect to Vested Shares, if
the Company discovers after termination of Grantee's employment, that Grantee
engaged in conduct that would have justified Termination for Cause, Grantee's
Option shall expire immediately on the date of such discovery.
11. CONFIDENTIALITY/NON-COMPETITION. In consideration of the Option
granted herein, Grantee agrees that while Grantee is employed by the Company and
for the eighteen (18) month period following the date of employment, Grantee
shall not, either directly or indirectly (whether as sole proprietor, partner,
consultant, venturer, member, stockholder, director, officer, employee, or in
any other capacity as principal or agent), own, manage, operate, control,
finance, or engage or participate in the ownership, management, operation or
control of, any person, firm, entity, limited partnership, partnership, limited
liability company, corporation, or similar association which is engaged in any
of the business activities of the Company and which is located in any part of
the United States or Canada in which the Company does business.
Grantee further agrees that Grantee shall not, directly or indirectly,
at any time during such eighteen (18) month non-compete period:
(a) take any action that will cause the termination of a business
relationship between the Company and any customer or supplier of the Company; or
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<PAGE> 5
(b) solicit for employment or employ any person employed in the
Company's business.
At all times, Grantee shall keep secret and inviolate all knowledge or
information of a confidential nature, including, without limitation, all
unpublished matters relating to the business, assets, accounts, books, records,
customers and contracts of the Company which Grantee may or hereafter come to
know as a result of Grantee's association with the Company.
Grantee acknowledges that if Grantee violates this Paragraph 11,
Grantee will cause severe and irreparable injury to the business and goodwill of
the Company, which injury is not adequately compensable by money damages.
Accordingly, in the event of a breach (or threatened or attempted breach) of
this Paragraph 11, the Company shall, in addition to any other rights and
remedies, (i) be entitled to immediate appropriate injunctive relief or a decree
of specific performance of this Agreement, without the necessity of showing any
irreparable injury or special damages, and (ii) not be obligated to sell any
shares subject to the option upon exercise of the option.
Grantee acknowledges that, due to Grantee's education and job skill,
Grantee's adherence to the terms of this confidentiality/non-competition
provision will not deprive Grantee of the opportunity to obtain gainful
employment with other companies serving different product or geographic markets
after the termination of Grantee's employment with the Company.
Nothing herein shall be deemed to prevent Grantee from holding less
than five (5%) percent of the outstanding publicly-traded securities of any
person, firm, or corporation.
The provisions of this Paragraph 11 shall survive the termination of
this Agreement and Grantee's employment with the Company.
12. DEFINITIONS.
"DISABILITY" means permanent and total disability as such term is
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.
"FULLY DILUTED BASIS" means, without duplication, (i) all shares of
Common Stock outstanding at the time of determination plus (ii) all
shares of Common Stock issuable upon conversion of any convertible securities or
the exercise of any option, warrant or similar right, whether or not such
conversion, right or option, warrant or similar right is then exercisable.
"INDEPENDENT THIRD PARTY" means any person who, immediately prior to
the contemplated transaction, does not own in excess of 5% of the Company's
Common Stock on a Fully Diluted Basis (a "5% Owner"), who is not controlling,
controlled by or under common control with the Company or any such 5% Owner and
who is not the spouse or descendent (by birth or adoption) of any such 5% Owner
or a trust for the benefit of such 5% Owner and/or such other persons.
"SALE OF THE COMPANY" means the sale of the Company (by merger,
consolidation or sale of stock or assets) to an Independent Third Party or
group of Independent Third Parties pursuant to which such party or parties
acquire (i) capital stock of the Company possessing the voting power under
normal circumstances to elect a majority of the Board (whether by merger,
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<PAGE> 6
consolidation or sale or transfer of the Company's capital stock) or (ii) all
or substantially all of the Company's assets determined on a consolidated
basis. The Sale of the Company does not include a sale of stock pursuant to a
secondary public offering by the Company.
"TERMINATION FOR CAUSE" means termination by the Company of Grantee's
employment because of Grantee's personal dishonesty, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to perform
stated duties, or the lawful violation of any law, rule or regulation (other
than minor traffic violations or similar offenses).
"TERMINATION WITHOUT CAUSE" means any termination by the Company of
Grantee's employment which is not a Termination for Cause.
13. FURTHER ACTIONS. The parties agree to execute such further
instruments and to take such further actions as may reasonably be
required to carry out the intent of this Agreement.
14. SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
15. COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same Agreement.
16. NOTICES. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by registered or
certified mail with postage and fees prepaid, addressed, in the case of a
Grantee, and, in the case of the Company, to the respective addresses below:
Lason, Inc.
1350 Stephenson Highway
Troy, Michigan 48083
Attention: William J. Rauwerdink, Executive Vice President
Mr. Cary Newman
356 West Bradfoxel Drive
Bloomfield Hills, MI 48301-4058
or at such other address as a party may designate by 10 days advance written
notice to each other party.
17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the successors and assigns of the Company
and, subject to the restrictions on transfer herein set forth, be binding upon
Grantee's heirs, executors, administrators, successors and assigns and inure to
the benefit of Grantee's heirs, executors, administrators, successors and
permitted assigns.
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<PAGE> 7
18. GOVERNING LAW. This Agreement and all documents contemplated
hereby, and all remedies in connection therewith and all questions or
transactions relating thereto, shall be construed in accordance with and
governed by the laws of the State of Michigan.
19. ENTIRE AGREEMENT. This Agreement and the Plan constitute the
entire understanding between the Grantee and the Company, and supersede all
other agreements, whether written or oral, with respect to the acquisition by
the Grantee of Common Stock from the Company pursuant to any option or option
agreement.
Please sign as Grantee the extra copy of this Agreement in the space
below and return it to the Secretary of the Company, William J. Rauwerdink, to
confirm your understanding and acceptance of the agreements contained in this
letter.
Very truly yours,
LASON, INC.
By:
----------------------------------
William J. Rauwerdink
Its: Executive Vice President
----------------------------------
THE UNDERSIGNED hereby acknowledges having read this Agreement, the
Plan, and the other enclosures to this Agreement, and hereby agrees to be bound
by all provisions set forth herein and in the Plan.
GRANTEE
--------------------------------
Cary Newman
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<PAGE> 8
EXHIBIT A TO EMPLOYEE STOCK
OPTION AGREEMENT
INVESTMENT LETTER
Lason, Inc.
1305 Stephenson Highway
Troy, Michigan 48150
Attention: William J. Rauwerdink, Executive Vice President
Gentlemen:
This is to inform you that the undersigned (the "Purchaser") hereby
exercises the option granted to the Purchaser under the Lason, Inc. 1995 Stock
Option Plan with respect to _____ shares of the Common Stock, par value $.01
per share (the "Securities") of Lason, Inc., a Delaware corporation (the
"Company").
In connection with the proposed purchase of shares of the Common Stock,
par value $.01 per share (the "Securities"), of Lason, Inc., a Delaware
corporation (the "Company"), by the undersigned (the "Purchaser"), the
Purchaser hereby agrees, represents and warrants as follows:
1. PURCHASE ENTIRELY FOR OWN ACCOUNT.
The Purchaser represents and warrants that Purchaser is purchasing the
Securities solely for Purchaser's own account for investment and not with a
view to sale or distribution of the Securities or any portion thereof and not
with any present intention of selling, offering to sell, or otherwise disposing
of or distributing the Securities or any portion thereof. The Purchaser also
represents that the entire legal and beneficial interest of the securities
Purchaser is purchasing is being purchased for, and will be held for the
account of, the Purchaser only and neither in whole nor in part for any other
person.
2. INFORMATION CONCERNING COMPANY.
The Purchaser represents and warrants that Purchaser has heretofore
discussed the Company and its plans, operations and financial condition with
its officers and received all such information as Purchaser deems necessary and
appropriate to enable Purchaser to evaluate the financial risk inherent in
making an investment in the Securities of the Company, and the Purchaser
further represents and warrants that Purchaser has received satisfactory and
complete information concerning the business and financial condition of the
Company in response to all inquiries in respect thereof.
3. ECONOMIC RISK.
The Purchaser represents and warrants that Purchaser is sophisticated in
financial matters and is able to evaluate the risks and benefits of the
investment in the Securities, Purchaser
<PAGE> 9
realizes that Purchaser's purchase of the Securities will be a highly
speculative investment and that Purchaser is able, without impairing Purchaser's
financial condition, to hold the Securities for an indefinite period of time and
to suffer a complete loss on Purchaser's investment, should that be the case.
Dated as of ____________, _____.
Very truly yours,
ACCEPTED AND AGREED TO:
LASON, INC.
By:_______________________________
William J. Rauwerdink
Its: Executive Vice President
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