<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________
REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
COMMISSION FILE NO. 1-12909
INTERNATIONAL COMPUTEX, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1938206
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
International CompuTex, Inc.
5500 Interstate North Parkway, Suite 507
Atlanta, Georgia 30328-4662
(770) 953-1464
-----------------------------------------------------
(Address of registrant's Principal Executive Offices)
1996 Stock Option Plan
1995 Restricted Nonqualified Incentive Stock Option Plan
(Full titles of the plans)
----------------------------------------
Henry B. Levi
Gambrell & Stolz, L.L.P.
Suite 4300, One Peachtree Center
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
(404) 577-6000
---------------------------------------
(Name and address of agent for service)
Copies of all communications to:
Haim E. Dahan
Chief Executive Officer
International CompuTex, Inc.
5500 Interstate North Parkway, Suite 507
Atlanta, Georgia 30328-4662
(770) 953-1464
<TABLE>
<CAPTION>
Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price per aggregate offering Registration
registered registered* share* price* Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares 500,000 $ 9.375 $ 2,495,109 $756.09
par value $.001
- ---------------------
</TABLE>
* Calculated pursuant to Rule 457(h)(1) solely for purposes of determining the
amount of the registration fee, based upon the exercise prices of outstanding
stock options, and as to the balance of the shares, based upon the average of
the high and low prices reported on July 17, 1997, on the Nasdaq Stock Market.
The Exhibit Index appears after the Signature Page of this Registration
Statement.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to option holders under the Plans
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Plans are available without charge by
contacting:
Ralph Walter
Chief Financial Officer
International CompuTex, Inc.
5500 Interstate North Parkway
Suite 507
Atlanta, Georgia 30328-4662
(770) 953-1464
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Registrant, International CompuTex, Inc. (the "Company"), hereby
incorporates by reference into this Registration Statement the documents listed
below. In addition, all documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment 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 into this Registration Statement and to be a part hereof from the date
of filing of such documents:
(a) The Company's Prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, which contains audited financial statements for the
Company's latest fiscal year, and the Company's Registration Statement on Form
8-A filed under the Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the financial
statements referred to in (a) above.
(c) The description of the Company's Common Stock, which is contained in
the Prospectus referred to in (a) above filed pursuant to Registrant's
Registration Statement on Form SB-2.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the Shares offered hereby will be passed upon for the
Company by Gambrell & Stolz, L.L.P., Suite 4300, One Peachtree Center, 303
Peachtree Street, N.E., Atlanta, Georgia 30308. Attorneys who are partners of or
employed by Gambrell & Stolz, L.L.P. in the aggregate own less than 5,000 Shares
of the Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Restated Articles of Incorporation and By-Laws of the Registrant
provide that the Registrant shall indemnify any person to the full extent
permitted by the Georgia Business Corporation Code (the "GBCC"). Sections 14-2-
850-859 of the GBCC, relating to indemnification, are hereby incorporated herein
by reference.
<PAGE>
In accordance with Sections 14-2-830-832 of the GBCC, the Articles of
Incorporation of the Registrant eliminate the personal liability of directors to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director with certain limited exceptions.
Registrant also has entered into agreements with its directors and
executive officers, providing for the indemnification of those directors and
executive officers under certain circumstances.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
Exhibit Number Description
- -------------- -----------
4.1 1995 Restricted Nonqualified Incentive Stock Option Plan
4.2 International CompuTex, Inc. 1996 Stock Option Plan
4.3 Forms of Stock Option Agreements
5 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (contained within Signature Page)
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), 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.
<PAGE>
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, 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
Securities 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.
<PAGE>
SIGNATURES
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 on 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 Atlanta, State of Georgia, on this 17th day of July,
1997.
INTERNATIONAL COMPUTEX, INC.
/S/ Haim E. Dahan
-----------------------
Haim E. Dahan,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Haim E. Dahan and Michael J. Galvin, or either of
them, his or her attorney-in-fact, for him or her in any and all capacities, to
sign any amendments to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Dated
-----
/S/ Haim E. Dahan Director and Chief Executive July 17, 1997
- -------------------------- Officer (Principal Executive
Haim E. Dahan Officer)
/S/ Michael J. Galvin Director and Vice President July 17, 1997
- -------------------------- of Research and Development
Michael J. Galvin
/S/ Patricia Tuxbury Salem Director and Treasurer July 22, 1997
- --------------------------
Patricia Tuxbury Salem
/S/ Ralph Walter Controller (Chief Financial July 17, 1997
- -------------------------- Officer Principal Accounting
Ralph Walter Officer)
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 1995 Restricted Nonqualified Incentive Stock Option Plan
4.2 International CompuTex, Inc. 1996 Stock Option Plan
4.3 Forms of Stock Option Agreements
5 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (contained within Signature Page)
<PAGE>
EXHIBIT 4.1
INTERNATIONAL COMPUTEX, INC.
(a Georgia Corporation)
1995 RESTRICTED NON-QUALIFIED INCENTIVE STOCK OPTION PLAN
(STOCK PLAN #1)
DATED: AUGUST 1, 1995
1. Purpose. This Plan shall be known as the "1995 Restricted Non-
--------
qualified Incentive Stock Option Plan" (herein referred to as "the Plan") or
("this Plan"). The purpose of this Plan is to increase the value of outstanding
shares of International Computex, Inc. ("ICI"), by providing certain officers,
directors and key employees of ICI with additional incentive for them to promote
the success of the business. ICI, and its subsidiaries (if any) are
collectively referred to in this Plan as the "Corporation."
2. Administration of Plan. The Plan shall be administered by the
-----------------------
President and Secretary of ICI or any person or persons who are employees of ICI
and who have been appointed by such President and Secretary to administer the
Plan (the "Committee"). The Committee shall have the authority to interpret the
Plan. The Board of Directors of ICI may from time to time appoint members of
the Committee in substitution for or in addition to members previously appointed
and may fill vacancies, however caused, in the Committee. The Committee shall
be responsible for preparing proposed options to be granted hereunder and for
recommending to the Board persons who will receive them. The Board of
Directors, by majority vote, shall approve or disapprove proposed options and
recipients of such options.
3. Participation. Individual participants in the Plan shall be selected
--------------
by the Committee from the following persons who are engaged in activities which
further the objectives of the Plan:
(a) Any director of ICI, or subsidiary thereof, whether or not the
director is an employee of ICI;
(b) Any officer of ICI;
(c) Any employee of ICI.
An employee generally must have six (6) months employment with ICI, before the
employee can participate in the Plan, which employment requirement, however, may
be waived by the Board of Directors in any particular instance. In selecting
those persons to whom options will be granted and in determining the number and
shares to be offered, the Committee shall consider the position and
<PAGE>
responsibility of such persons, the value of their services to the
enterprise, and such other factors as the Committee deems pertinent.
4. Terms, Conditions, Form of Options and Exercise Price Per Share. Each
----------------------------------------------------------------
option shall be evidenced by a writing ("written option") in such form as the
Committee shall from time to time approve, which written option shall contain
the following:
4.1 Option Effective Date. Each option shall specify an effective
----------------------
date, and the time period within which it may be exercised.
4.2 Option Term. The option shall state the expiration date of the
------------
option. In addition, and in limitation of the above, the option period of any
option shall terminate immediately upon (i) the holder's termination of
employment of ICI by the holder or ICI for any reason or for no reason, or (ii)
the holder's resignation or removal from the Board of Directors of ICI, in the
case of directors who are not employees of ICI.
4.3 Death. In the event of the death of an officer, director or
------
employee who is the holder of an option granted hereunder, such options may be
exercised (but only as to those shares which the holder has a vested right to
purchase) by the legatee or legatees under his or her Will, or by his or her
personal representative, at any time within nine (9) months after the date of
death. The exercise date will be deemed to be the date of death. Provided,
however, that the shares shall be subject to immediate repurchase pursuant to
the terms of any buy-sell or shareholder agreement pursuant to which the
officer, director or employee was a party.
4.4 Non-assignability. The option shall state that it is non-
------------------
assignable by the option holder (this provision, however, is subject to Section
4.3 hereof).
4.5 Exercise Price. The exercise price of the option shall be the
---------------
price per share established by the Board of Directors for employee purchases
from time to time, which price shall be stated in said option.
4.6 Vesting and Exercise. The option may contain vesting
---------------------
provisions for the exercise thereof.
5. Exercise of Options. An option granted pursuant to this Plan
--------------------
shall be exercisable at any time within the option exercise period stated
therein, subject to the terms and conditions of such option. Moreover, the
option holder must give the Committee 30 days prior written notice that the
option may be exercised in order that the Committee can provide the option
holder with sufficient information about the Corporation to enable the
-2-
<PAGE>
option holder to make an informed decision about the investment. Exercise of
any option shall be made by the delivery, during the option period that such
option is exercisable, to the personnel department of ICI in person of (i)
written notice from the optionee stating that he or she is exercising such
option, (ii) the payment of the aggregate purchase price of all shares as to
which such option is then exercised, and (iii) execution of a letter agreement
containing investment representations, buy-sell provisions, information about
ICI and other matters of importance in the determination of ICI. Such aggregate
purchase price shall be paid at the time of exercise. Payment shall normally be
made by cash or check; provided, however, in its sole discretion, the Committee
may approve of payment in whole or in part a promissory note of the purchaser,
which note shall contain adequate stated interest and adequate security in the
determination of ICI. Upon the exercise of an option in compliance with the
provisions of this Paragraph 5, and upon the receipt by the Company of the
payment for said shares, ICI shall (i) deliver or cause to be delivered to the
optionee so exercising his option a certificate or certificates for the number
of shares with respect to which the option is so exercised and payment is so
made, and (ii) register or cause such shares to be registered (in the
stockholder ledger) the name of the exercising optionee.
6. Authorized Shares. Shares sold under options issued pursuant to this
------------------
Plan shall be issued to a participant in the form of common stock or any other
class of equity security of ICI which may be created and stated in the option.
The maximum number of Shares that may be issued under the Plan subsequent to the
effective date hereof shall not exceed the number of Shares held in treasury,
plus available unissued shares. The number of shares shall be increased during
the term of this Plan by an amount equal to the number of shares repurchased by
ICI and added to the treasury. Provided, however, that if an option shall
expire or terminate for any reason without having been exercised in full, then
the unpurchased shares covered thereby shall (unless the Plan shall have been
terminated) be added to the shares otherwise available for options which may be
granted in accordance with the terms of this Plan.
7. Effective Date and Term. This Plan shall have an effective date of
------------------------
____________, 1995, and shall continue for a period of five years from that
date. All commitments to grant Shares for Purchase (but not the issuance of
stock pursuant to such commitments), must be made prior to the end of such five-
year period.
8. Restricted Stock. The Shares for purchase shall be restricted stock
-----------------
and shall bear a legend referring to the applicable securities laws restricting
transfer of the Shares for Purchase. The Shares for Purchase shall be, in the
discretion of
-3-
<PAGE>
the Board of Directors or the Committee at the time of their issuance, further
restricted as to transferability as the Board may require and the Board may
require any such employee to sign an agreement containing investment
representations and buy-sell provisions as a condition to receiving any shares.
At a minimum, that agreement shall require the employee/offeree to agree and
consent to the following:
(a) No shares purchased hereunder shall be conveyed, transferred,
encumbered or otherwise disposed of (any such disposition being called a
"transfer") by the holder thereof unless all shares covered by this Plan owned
by the holder shall first have been offered to ICI.
(b) ICI shall have a mandatory obligation to redeem said shares in the
event of the termination of the holder's employment by ICI.
(c) The redemption price, if ICI repurchases the shares for any such
repurchase event, shall be the book value per share as determined from the
Corporation's most recent audited balance sheet in effect. The date of
determination of the redemption price shall be the date of the event
precipitating the sale, notwithstanding that a more recent audited balance sheet
may be available as of the actual payment date by the Corporation for the
shares.
(d) Shares that are subject to forfeiture shall not be transferable
until the forfeiture provisions lapse.
9. Adjustments. In the event of the declaration of any stock dividend,
------------
or in the event of any reorganization, merger, consolidation, acquisition,
separation, recapitalization, split-up, combination or exchange of shares of
stock or like adjustment, the number of Shares for purchase granted to any
optionee and the number and class of shares available pursuant to this Plan
shall be adjusted by appropriate modifications in this Plan. Any such
adjustment to the Plan shall be deemed automatically made without any required
action of the Board. In the event of any such stock dividend, reorganization,
merger, consolidation, acquisition, separation, recapitalization, split-up,
combination or exchange of shares or like adjustment, there shall be reserved
for issuance a sufficient number of shares of the Corporation's capital stock to
enable satisfaction in full of all outstanding commitments to issue such shares.
The determination of the Board shall be conclusive, however, in the event that
the operation of this Paragraph reasonably requires clarification in a
particular instance.
10. Termination; Amendments. The Board may at any time terminate this
------------------------
Plan or amend it in any respect with respect to awards not theretofore granted;
provided, however, that no such
-4-
<PAGE>
action shall adversely effect any right or obligation with respect to any Share
for purchase or commitment theretofore granted, except in the event there is
secured the written consent of the holder of the outstanding option proposed to
be so altered or amended. Nothing contained in this Paragraph 10, however,
shall in any way condition or limit the termination of an option, as hereinabove
provided, when reference is made to termination of employment of an optionee, or
as provided in an option agreement.
11. Securities Laws Compliance. The options issued hereunder as well as
---------------------------
the shares pursuant to the options will not be registered under the Securities
Act of 1933 or qualified by the Commissioner of the respective state where the
employee/purchaser is domiciled, and will be issued in reliance upon exemptions
from the respective registration or qualification requirements of federal and
state law.
12. Indemnification of the Committee. In addition to such other rights
---------------------------------
or indemnification as they may have, the members of the Committee shall be
indemnified by the Corporation against all costs and expenses reasonably
incurred by them or any of them in connection with any action, suit or
proceeding to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any award
granted pursuant hereto and against all amounts paid by them in settlement
thereof (provided such settlement is approved by legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any action, suit
or proceeding; provided that upon institution of any such action, suit or
proceeding, the person desiring indemnification shall give the Corporation an
opportunity, at its own expense, to handle and defend the same.
13. Miscellaneous.
--------------
(a) Neither this Plan nor any action taken hereunder shall be
construed as giving any optionee any right (i) to be retained in the employ of
ICI (ii) to be affiliated with ICI, or (iii) as a shareholder until the option
is exercised.
(b) Written options pertaining to options granted pursuant hereto may
include conditions that are more (but not less) restrictive to the optionee than
the conditions contained herein and, in such event, the more restrictive
provisions shall apply.
(c) In the event of the liquidation or dissolution of ICI, other than
as an incident to a merger, reorganization or other adjustment referred to in
Paragraph 9, herein, any options granted pursuant to this Plan and remaining
unexercised shall be deemed canceled without regard to or limitation by any
other provision of this Plan.
-5-
<PAGE>
EXHIBIT 4.2
INTERNATIONAL COMPUTEX, INC.
1996 STOCK OPTION PLAN
----------------------
(Amended and restated as of July 17, 1997)
International CompuTex, Inc., a Georgia corporation (the "Company"),
hereby establishes the International CompuTex, Inc. 1996 Stock Option Plan (the
"Plan"), effective as of December 20, 1996.
1. Purpose. The purpose of the Plan is to attract and retain the
-------
best available talent and encourage the highest level of performance by
executive officers, key employees, directors, advisors and consultants, and to
provide them with incentives to put forth maximum efforts for the success of the
Company's business in order to serve the best interests of the Company. Options
granted under the Plan may be Incentive Stock Options or Nonqualified Stock
Options, as such terms are hereinafter defined.
2. Definitions. The following terms, when used in the Plan with
-----------
initial capital letters, will have the following meanings:
(a) "Act" means the Securities Exchange Act of 1934 as in effect from
time to time.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as in effect from
time to time.
(d) "Common Stock" means the common stock of the Company or any
security into which such common stock may be changed by reason of any
transaction or event of the type described in Section 8.
(e) "Date of Grant" means (i) with respect to Participants, the date
specified by the Stock Option Committee or the Special Stock Option
Committee, as applicable, on which a grant of Stock Options will become
effective (which date will not be earlier than the date on which such
committee takes action with respect thereto) and (ii) with respect to
Nonemployee Directors, the applicable date specified in Section 6.
(f) "Incentive Stock Option" means a Stock Option granted in
accordance with Section 422 of the Code.
<PAGE>
(g) "Market Value per Share" means (i) for Stock Options granted prior
to the Company's underwritten initial public offering of the Common Stock
("IPO"), the fair market value per share of the Common Stock on the Date of
Grant as determined by the Stock Option Committee or the Special Stock
Option Committee, as applicable, with respect to Stock Options granted to
Participants, and (ii) with respect to Stock Options granted after the IPO,
the average of the high and low closing sale prices as reported on any
national securities exchange or automated quotation system on which the
Common Stock is listed on the Date of Grant if such date is a trading day
and, if such date is not a trading day, on the immediately preceding date
which is a trading day.
(h) "Nonemployee Director" means a member of the Board who is not an
employee of the Company or any Subsidiary and who qualifies as a
"disinterested person" within the meaning of Rule 16b-3.
(i) "Nonqualified Stock Option" means a Stock Option other than an
Incentive Stock Option.
(j) "Option Price" means the purchase price per share payable on
exercise of a Stock Option.
(k) "Participant" means a person who is selected by the Stock Option
Committee or the Special Stock Option Committee, as applicable, to receive
Stock Options under Section 4 or Section 5 of the Plan and who is at that
time (i) an executive officer or other key employee of the Company or any
Subsidiary, (ii) an advisor or consultant to the Company or any Subsidiary,
or (iii) a member of the Board other than a Nonemployee Director.
(l) "Rule 16b-3" means Rule 16b-3 under Section 16 of the Act, as such
Rule is in effect from time to time.
(m) "Special Stock Option Committee" means (i) a committee that at all
times consists of at least two Nonemployee Directors and all of whose
members qualify as "outside directors" within the meaning of Section 162(m)
of the Code.
(n) "Stock Option" means the right to purchase shares of Common Stock
upon exercise of an option granted pursuant to Section 4, 5 or 6.
(o) "Stock Option Committee" means the Stock Option Committee
appointed by the Board. Prior to the appointment of such a committee, the
Board shall be deemed the Stock Option Committee.
(p) "Subsidiary" means any corporation, partnership, joint venture or
other entity in which the Company owns or controls, directly or indirectly,
not less than 50%
2
<PAGE>
of the total combined voting power or equity interests represented by all
classes of stock issued by such corporation, partnership, joint venture or
other entity.
(q) "10-Percent Shareholder" means any person who at the time of a
Stock Option grant owns capital stock of the Company possessing more than
10% of the combined voting power of all classes of capital stock of the
Company.
3. Shares Available Under Plan. The shares of Common Stock which may be
---------------------------
issued under the Plan will not exceed in the aggregate 500,000 shares, less that
number of shares that may be issued pursuant to options outstanding under the
1995 Restricted Nonqualified Incentive Stock Option Plan of the Company (the
"1995 Plan"), subject to adjustment as provided in Section 8. Such shares may
be shares of original issuance or treasury shares or a combination of the
foregoing. Any shares of Common Stock that are subject to Stock Options, or
subject to options outstanding under the 1995 Plan, that are terminated,
unexercised, forfeited or surrendered or that expire for any reason will again
be available for issuance under the Plan.
4. Stock Options for Participants -- Nonexempt Grants. The Stock Option
--------------------------------------------------
Committee or the Special Stock Option Committee may from time to time authorize
grants to any Participant of options to purchase shares of Common Stock upon
such terms and conditions as such committee may determine in accordance with the
provisions set forth below. Grants made by the Stock Option Committee or the
Special Stock Option Committee pursuant to this Section 4 are not intended to
comply with or otherwise satisfy the requirements of Rule 16b-3.
(a) Each grant will specify the number of shares of Common Stock to
which it pertains.
(b) Each grant will specify the Option Price, which, in the case of an
Incentive Stock Option, will be not less than 100% of the Market Value per
Share on the Date of Grant or, in the case of an Incentive Stock Option
granted to a 10% Shareholder, not less than 110% of the Market Value per
Share on the Date of Grant.
(c) Each grant will specify whether the Stock Option is intended to be
an Incentive Stock Option or a Nonqualified Stock Option.
(d) Each grant may specify whether the Option Price will be payable
(i) in cash or by check acceptable to the Company, (ii) by the transfer to
the Company of shares of Common Stock owned by the Participant for at least
six months (or, with the consent of the Stock Option Committee, for less
than six months) having an aggregate fair market value per share at the
date of exercise equal to the aggregate Option Price, (iii) with the
consent of the Stock Option Committee, by authorizing the Company to
withhold a number of shares of Common Stock otherwise issuable to the
Participant having an aggregate fair market value per share on the date of
exercise equal to the aggregate Option Price or (iv) by a combination of
such methods of payment; provided, however, that the payments methods
described in clauses (ii) and (iii) will not be available at any time that
the Company is prohibited from purchasing or acquiring such shares of
3
<PAGE>
Common Stock. In the absence of any such specification, only the payment
method in clause (i) shall be permitted. Any grant may provide for
deferred payment of the Option Price from the proceeds of sale through a
bank or broker of some or all of the shares to which such exercise relates.
(e) Successive grants may be made to the same Participant whether or
not any Stock Options previously granted to such Participant remain
unexercised.
(f) Each grant will specify the term of the Stock Options, which in
the case of an Incentive Stock Option granted to a 10% Shareholder shall
not be greater than five years and for all other Incentive Stock Options
shall not be greater than ten years.
(g) Each grant will specify the required period or periods (if any) of
continuous service by the Participant with the Company or any Subsidiary
and/or any other conditions to be satisfied before the Stock Options or
installments thereof will become exercisable, and any grant may provide, or
may be amended to provide for the earlier exercise of the Stock Options in
the event of a change in control of the Company (as defined in the stock
option agreement evidencing such grant or in any agreement referred to in
such stock option agreement) or in the event of any other similar
transaction or event.
(h) Each Stock Option granted pursuant to this Section 4 will be
subject to the transfer restrictions set forth in Section 7.
(i) Each grant will be evidenced by a stock option agreement executed
on behalf of the Company by the Chief Executive Officer (or another officer
designated by the Stock Option Committee) and delivered to the Participant
and containing such further terms and provisions, consistent with the Plan,
as Committee may approve.
5. Stock Options for Participants -- Exempt Grants. The Special Stock
-----------------------------------------------
Option Committee may from time to time authorize grants to any Participant of
options to purchase shares of Common Stock upon such terms and conditions as it
may determine in accordance with the provisions set forth below. Grants made by
the Special Stock Option Committee pursuant to this Section 5 are intended to
comply with and otherwise satisfy the requirements of Rule 16b-3. To the extent
that (i) any provision of the Plan applicable to a Stock Option granted pursuant
to this Section 5, or (ii) any act of the Board, Stock Option Committee or
Special Stock Option Committee would cause such Stock Option to fail to satisfy
or comply with any requirements of Rule 16b-3, such provision or act will be
deemed null and void for purposes of such Stock Option.
(a) Each grant will specify the number of shares of Common Stock to
which it pertains.
4
<PAGE>
(b) Each grant will specify the Option Price, which, in the case of an
Incentive Stock Option, will be not less than 100% of the Market Value per
Share on the Date of Grant or, in the case of an Incentive Stock Option
granted to a 10% Shareholder, not less than 110% of the Market Value per
Share on the Date of Grant.
(c) Each grant will specify whether the Stock Option is intended to be
an Incentive Stock Option or a Nonqualified Stock Option.
(d) Each grant will specify whether the Option Price will be payable
(i) in cash or by check acceptable to the Company, (ii) by the transfer to
the Company of shares of Common Stock owned by the Participant for at least
six months (or, with the consent of the Special Stock Option Committee, for
less than six months) having an aggregate fair market value per share at
the date of exercise equal to the aggregate Option Price, (iii) with the
consent of the Special Stock Option Committee, by authorizing the Company
to withhold a number of shares of Common Stock otherwise issuable to the
Participant having an aggregate fair market value per share on the date of
exercise equal to the aggregate Option Price or (iv) by a combination of
such methods of payment; provided, however, that the payment methods
described in clauses (ii) and (iii) will not be available at any time that
the Company is prohibited from purchasing or acquiring such shares of
Common Stock. In the absence of any such specification, only the payment
method in clause (i) shall be permitted. Any grant may provide for deferred
payment of the Option Price from the proceeds of sale through a bank or
broker of some or all of the shares to which such exercise relates.
(e) Successive grants may be made to the same Participant whether or
not any Stock Options previously granted to such Participant remain
unexercised.
(f) Each grant will specify the term of the Stock Options, which in
the case of an Incentive Stock Option granted to a 10% Shareholder shall
not be greater than five years and for all other Incentive Stock Options
shall not be greater than ten years.
(g) Each grant will specify the required period or periods (if any) of
continuous service by the Participant with the Company or any Subsidiary
and/or any other conditions to be satisfied before the stock Options or
installments thereof will become exercisable, and any grant may provide, or
may be amended to provide for the earlier exercise of the Stock Options in
the event of a change in control of the Company (as defined in the stock
option agreement evidencing such grant or in any agreement referred to in
such stock option agreement) or in the event of any other similar
transaction or event.
(h) Each Stock Option granted pursuant to this Section 5 will be
subject to the transfer restrictions set forth in Section 7.
5
<PAGE>
(i) Each grant will be evidenced by a stock option agreement executed
on behalf of the Company by the Chief Executive Officer (or another officer
designated by the Special Stock Option Committee) and delivered to the
Participant and containing such further terms and provisions, consistent
with the Plan, as the Special Stock Option Committee may approve.
6. Stock Options for Nonemployee Directors. This Section 6 shall become
---------------------------------------
activated and shall be effective immediately following the close of the IPO.
Thereafter, each Nonemployee Director in office at that time will be granted an
option as of the first business day following the close of the IPO, and each
Nonemployee Director thereafter newly elected or appointed to the Board will be
granted an option on his or her initial election or other appointment to the
Board, to purchase 5000 shares of Common Stock. Each Nonemployee Director will
also be granted an additional option to purchase 3000 shares of Common Stock
every year on the anniversary date of his or her initial option grant under
this Section 6, beginning on the first anniversary of such initial election or
appointment, provided that such individual has served continually as a
Nonemployee Director through the close of business on such anniversary date.
All Stock Options granted pursuant to this Section 6 will contain the terms and
conditions set forth below. Stock Options granted pursuant to this Section 6
are intended to comply with and otherwise satisfy the requirements of Rule 16b-
3. To the extent that (i) any provision of the Plan applicable to a Stock Option
granted pursuant to this Section 6, or (ii) any act of the Board, Stock Option
Committee or Special Stock Option Committee would cause such Stock Option to
fail to satisfy or comply with any requirements of Rule 16b-3, such provision or
act will be deemed null and void for purposes of such Stock Option.
(a) Each grant will specify the number of shares of Common Stock to
which it pertains.
(b) Each grant will specify the Option Price, which will not be less
than 100% of the Market Value per Share on the Date of Grant.
(c) Each grant will specify whether the Option Price will be payable
(i) in cash or by check acceptable to the Company, (ii) by the transfer to
the Company of shares of Common Stock owned by the Participant for at least
six months (or, with the consent of the Special Stock Option Committee, for
less than six months) having an aggregate fair market value per share at
the date of exercise equal to the aggregate Option Price, (iii) with the
consent of the Special Stock Option Committee, by authorizing the Company
to withhold a number of shares of Common Stock otherwise issuable to the
Participant having an aggregate fair market value per share on the date of
exercise equal to the aggregate Option Price or (iv) by a combination of
such methods of payment; provided, however, that the payment methods
described in clauses (ii) and (iii) will not be available at any time that
the Company is prohibited from purchasing or acquiring such shares of
Common Stock. In the absence of any such specification, only the payment
method in clause (i) shall be permitted. Any grant may provide for
deferred payment of the Option
6
<PAGE>
Price from the proceeds of sale through a bank or broker of some or all of
the shares to which such exercise relates.
(d) Stock Options for Nonemployee Directors will become exercisable in
cumulative annual installments of one-fourth of the shares subject to the
Stock Options, beginning one year after the Date of Grant, and will expire
on the fifth anniversary of the Date of Grant. Such Stock Options will
also provide for immediate exercise in the event of a Change in Control, as
hereinafter defined.
(e) Each Stock Option granted pursuant to this Section 6 will be
subject to the transfer restrictions set forth in Section 7.
(f) Each grant will be evidenced by a stock option agreement executed
on behalf of the Company by the Chief Executive Officer (or another officer
designated by the Special Stock Option Committee) and delivered to the
Participant and containing such further terms and provisions, consistent
with the Plan, as the Special Stock Option Committee may approve.
For purposes of this Section 6, a "Change in Control" means the
occurrence, prior to the expiration of a Stock Option granted to a Nonemployee
Director, of any of the following events:
(i) the Company is merged, consolidated or reorganized into or with
another corporation or other legal person, and as a result of such merger,
consolidation or reorganization less than two-thirds of the combined voting
power of the then-outstanding securities entitled to vote generally in the
election of directors ("Voting Stock") of such corporation or person
immediately after such transaction are held in the aggregate by the holders
of Voting Stock of the Company immediately prior to such transaction;
(ii) the Company sells or otherwise transfers all or substantially all
of its assets to another corporation or other legal person, and as a result
of such sale or transfer less than two-thirds of the combined voting power
of the then-outstanding Voting Stock of such corporation or person
immediately after such sale or transfer is held in the aggregate by the
holders of Voting Stock of the Company immediately prior to such sale or
transfer;
(iii) there is a report filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report), each as promulgated pursuant to
the Act, disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14 (d)(2) of the Act) has become the beneficial
owner (as the term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Act) of securities
representing 20% or more of the combined voting power of the then-
outstanding Voting Stock of the Company;
7
<PAGE>
(iv) the Company files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Act disclosing in response to Form
8-K or Schedule 14A (or any successor schedule, form or report or item
therein) that a change in control of the Company has occurred or will occur
in the future pursuant to any then-existing contract or transaction; or
(v) if, during any period of two consecutive years, individuals who at
the beginning of any such period constitute the directors of the Company
cease for any reason to constitute at least a majority thereof; provided,
however, that for purposes of this clause (v) each director who is first
elected, or first nominated for election by the Company's stockholders, by
a vote of at least two-thirds of the directors of the Company (or a
committee thereof) then still in office who were directors of the Company
at the beginning of any such period will be deemed to have been a director
of the Company at the beginning of such period.
Notwithstanding the foregoing provisions of clauses (iii) or (iv) above, unless
otherwise determined in a specific case by majority vote of the Board, a "Change
in Control" will not be deemed to have occurred for purposes of clause (iii) or
clause (iv) above solely because (A) the Company, (B) a Subsidiary, or (C) any
Company-sponsored employee stock ownership plan or any other employee benefit
plan of the Company or any Subsidiary either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) under the Act disclosing beneficial ownership by it of shares of
voting Stock of the Company, whether in excess of 20% or otherwise, or because
the Company reports that a change in control of the Company has occurred or will
occur in the future by reason of such beneficial ownership or any increase or
decrease thereof.
7. Transferability. Except as otherwise expressly provided in the
---------------
agreement evidencing a Stock Option granted pursuant to Section 4 or Section 5,
or in any amendment to such agreement, no Stock Option will be transferable by a
Participant or Nonemployee Director other than (i) by will or the laws of
descent and distribution or (ii) pursuant to a qualified domestic relations
order, as that term is defined under the Code or the Employee Retirement Income
Act of 1974, as amended.
8. Adjustments. The Stock Option Committee, with respect to Stock
-----------
Options granted under Section 5, and the Special Stock Option Committee, with
respect to all other Stock Options, may make or provide for such adjustments in
the maximum number of shares specified in Section 3, in the number of shares of
Common Stock covered by outstanding Stock Options granted hereunder, in the
Option Price applicable to any such Stock Options, and/or in the kind of shares
covered thereby (including shares of another issuer), as such Committee in its
sole discretion, exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of Participants and Nonemployee
Directors that otherwise would result from any stock dividend, stock split,
combination of shares, recapitalization or other change in
8
<PAGE>
the capital structure of the company, merger, consolidation, spin-off,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities or any other corporate transaction or event having an
effect similar to any of the foregoing. Any fractional shares resulting from
the foregoing adjustments will be eliminated.
9. Withholding of Taxes. To the extent that the Company is required to
--------------------
withhold federal, state, local or foreign taxes in connection with any benefit
realized by an optionee under the Plan, or is requested by any optionee to
withhold additional amounts with respect to such taxes, and the amounts
available to the Company for such withholding are insufficient, it will be a
condition to the realization of such benefit that the optionee make arrangements
satisfactory to the Company for payment of the balance of such taxes required or
requested to be withheld. In addition, if permitted by the Stock Option
Committee, with respect to Stock Options granted under Section 4, or by the
Special Stock Option Committee, with respect to all other Stock Options, an
optionee may elect to have any withholding obligation of the Company satisfied
with shares of Common Stock that would otherwise be transferred to the optionee
on exercise of the Stock Option.
10. Administration of the Plan.
--------------------------
(a) The Plan will be administered by the Stock Option Committee with
respect to Stock Options granted under Section 4 and by the Special Stock
Option Committee with respect to all other Stock Options. For purposes of
any action taken by the Stock Option Committee or the Special Stock Option
Committee, whichever is applicable, a majority of the members will
constitute a quorum, and the action of the members present at any meeting
at which a quorum is present, or acts unanimously approved in writing, will
be the acts of the Stock Option Committee or the Special Stock Option
Committee.
(b) Subject to the allocation of administrative responsibilities set
forth in Section 10(a), the Stock Option Committee and the Special Stock
Option Committee have the full authority and discretion to administer the
Plan and to take any action that is necessary or advisable in connection
with the administration of the Plan, including without limitation the
authority and discretion to interpret and construe any provision of the
Plan or of any agreement, notification or document evidencing the grant of
a Stock Option. The interpretation and construction by the Stock Option
Committee or the Special Stock Option Committee, as applicable, of any such
provision and any determination by the Stock Option Committee or the
Special Stock Option Committee pursuant to any provision of the Plan or of
any such agreement, notification or document will be final and conclusive.
No member of the Stock Option Committee or the Special Stock Option
Committee will be liable for any such action or determination made in good
faith.
(c) Notwithstanding the provisions of Section 10(b), if any authority,
discretion or responsibility granted to the Special Stock Option Committee
under the Plan would, if exercised or discharged by the Special Stock
Option Committee, cause the provisions
9
<PAGE>
of Section 5 or 6 or any Stock Option granted under Section 5 or 6 to fail
to satisfy the requirements of Rule 16b-3, such authority, discretion or
responsibility may be exercised by the Board to the same extent and with
the same effect as if exercised by the Special Stock Option Committee,
provided such act of the Board will not cause the provisions of Section 5
or 6 or any Stock Option granted under Section 5 or 6 to fail to satisfy
the requirements of Rule 16b-3 or cause any member of the Special Stock
Option Committee to cease to be a disinterested administrator for purposes
of Rule 16b-3.
11. Amendments, Etc.
---------------
(a) The Stock Option Committee or the Special Stock Option Committee,
as applicable, may, without the consent of the optionee, amend any
agreement evidencing a Stock Option granted under the Plan, or otherwise
take action, to accelerate the time or times at which the Stock Option may
be exercised, to extend the expiration date of the Stock Option, to waive
any other condition or restriction applicable to such Stock Option or to
the exercise of such Stock Option, to reduce the exercise price of such
Stock Option, to amend the definition of a change in control of the Company
(if such a definition is contained in such agreement) to expand the events
that would result in a change in control of the Company and to add a change
in control provision to such agreement (if such provision is not contained
in such agreement) and may amend any such agreement in any other respect
with the consent of the optionee. Notwithstanding the foregoing, no
amendment will be made to an agreement evidencing a Stock Option granted to
a Nonemployee Director pursuant to Section 6 if such amendment would cause
such Nonemployee Director to cease to qualify as a "disinterested person"
within the meaning of Rule 16b-3.
(b) The Plan may be amended from time to time by the Stock Option
Committee or the Board but may not be amended without further approval by
the shareholders of the Company if such Plan amendment would result in any
grant or other transaction with respect to Stock Options under Section 5 or
6 no longer satisfying the requirements of Rule 16b-3. Notwithstanding the
foregoing, the provisions of Section 6 that designate Nonemployee Directors
eligible to receive Stock Options and specify the amount, Option Price and
timing of Stock Option grants may be amended only by the Board and may be
amended no more than once every six months except to comply with changes in
the Code, the Employee Retirement Income Security Act of 1974, as amended,
or the rules and regulations thereunder. In the event any law, or any rule
or regulation issued or promulgated by the Internal Revenue Service, the
Securities and Exchange Commission, the National Association of Securities
Dealers, Inc., any stock exchange upon which the Common Stock is listed for
trading, or any other governmental or quasi-governmental agency having
jurisdiction over the Company, the Common Stock or the Plan, requires the
Plan to be amended, or in the event Rule 16b-3 is amended or supplemented
(e.g., by addition of alternative rules) or any of the rules under Section
-----
16 of the Act are amended or supplemented, in either event to permit the
Company to
10
<PAGE>
remove or lessen any restrictions on or with respect to Stock Options, the
Stock Option Committee and the Board each reserves the right to amend the
Plan to the extent of any such requirement, amendment or supplement, and
all Stock Options then outstanding will be subject to such amendment.
(c) The Plan may be terminated at any time by action of the Board.
The termination of the Plan will not adversely affect the terms of any
outstanding Stock Option.
(d) The Plan will not confer upon any Participant or Nonemployee
Director any right with respect to continuance of employment or other
service with the Company or any Subsidiary, nor will it interfere in any
way with any right the Company or any Subsidiary would otherwise have to
terminate a Participant's employment or other service at any time.
INTERNATIONAL COMPUTEX, INC.
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
11
<PAGE>
EXHIBIT 4.3
INTERNATIONAL COMPUTEX, INC.
1995 RESTRICTED NON-QUALIFIED INCENTIVE STOCK OPTION PLAN
---------------------------------------------------------
STOCK OPTION AGREEMENT
----------------------
This Stock Option Agreement (the "Agreement") is entered into by and
between International CompuTex, Inc., a Georgia corporation (the "Company"), and
____________________________________ (the "Participant"). The Company and the
Participant agree as follows:
1. Grant of Stock Option.
---------------------
(a) Pursuant to a duly adopted resolution of the Stock Option
Committee on _______________, 199__ (the "Date of Grant"), the Company has
granted to the Participant under the Company's 1995 Restricted Non-qualified
Incentive Stock Option Plan (the "1995 Plan"), an option (the "Stock Option") to
purchase from the Company, on a split-adjusted basis, a total of
________________ shares of the Company's common stock ("Common Stock"), at an
exercise price per share equal to $0.543 (the "Option Price"). Notwithstanding
that the Stock Option was granted under the 1995 Plan, the Stock Option and this
Agreement shall be governed by the terms of the Company's 1996 Stock Option Plan
(the "Plan"). Any terms used in this Agreement having initial capital letters
but not defined herein shall have the same meanings as in the Plan, the
provisions of which are incorporated into this Agreement by reference. The
Participant acknowledges receipt of a copy of the Plan.
(b) The Stock Option is intended to be a Nonqualified Stock Option.
2. Time of Exercise. The Stock Option may be exercised, in whole or in
----------------
part, according to the following schedule:
Percentage
Exercisable Periods
----------- -------
0% Immediately
25% On the first anniversary of the Date of Grant
50% On the second anniversary of the Date of Grant
75% On the third anniversary of the Date of Grant
100% On the fourth anniversary of the Date of Grant
<PAGE>
The unexercised portion of the Stock Option from one annual period may be
carried over to a subsequent annual period or periods, and the right of the
Participant to exercise the Stock Option as to such unexercised portion will
continue for the entire term described in Section 3 below. In no event may the
Stock Option be exercised in whole or in part, however, after the expiration of
such term.
3. Term. The Stock Option will expire and all rights under this
----
Agreement will terminate on the tenth anniversary of the Date of Grant.
4. Restriction on Exercise. The Stock Option:
-----------------------
(a) may be exercised only with respect to full shares and no
fractional shares of Common Stock will be issued upon exercise of the Stock
Option; and
(b) may be exercised in whole or in part, but no certificates
representing shares subject to the Stock Option will be delivered if any
requisite registration with, clearance by, or consent, approval or
authorization of, any governmental authority of any kind having
jurisdiction over the exercise of the Stock Option, or issuance of
securities upon such exercise, has not been obtained.
5. Manner of Exercise. The Stock Option may be exercised by written
------------------
notice to the Company of the number of shares being purchased and the Option
Price to be paid, accompanied by full payment of the Option Price (a) in cash or
by check acceptable to the Company, (b) by the transfer to the Company of shares
of Common Stock owned by the Participant for at least six months and having an
aggregate fair market value per share at the date of exercise equal to the
aggregate Option Price, (c) with the consent of the Stock Option Committee, by
authorizing the Company to withhold a number of shares of Common Stock otherwise
issuable to the Participant having an aggregate fair market value per share on
the date of exercise equal to the aggregate Option Price or (d) by a combination
of any of the foregoing (provided that the payment methods described in clauses
(b) and (c) will not be available at any time that the Company is prohibited
from purchasing or acquiring such shares of Common Stock); provided that payment
of the Option Price may also be made by deferred payment for the proceeds of
sale through a bank or broker of some or all of the shares to which the exercise
relates. Any federal, state or local taxes required to be paid or withheld at
the time of exercise will be paid or withheld in full prior to any delivery of
shares upon exercise.
6. Non-Transferability of Stock Options. This Stock Option is not
------------------------------------
assignable or transferable by the Participant other than by will or the laws of
descent and distribution, or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.
2
<PAGE>
7. Rights as Stockholder. Neither the Participant nor any of the
---------------------
Participant's beneficiaries will be deemed to have any rights as a stockholder
with respect to any shares covered by the Stock Option until the issuance of a
certificate to the Participant or such beneficiaries for such shares.
8. Adjustments. The number of shares of Common Stock covered by the
-----------
Stock Option evidenced by this Agreement, and the Option Price thereof, will be
subject to adjustment as provided in the Plan. No adjustment will be made for
dividends or other rights for which the record date is prior to the issuance of
the certificate or certificates representing the shares issued pursuant to the
Stock Option.
9. Rights in Event of Death or Termination of Employment as a Result of
--------------------------------------------------------------------
Disability of Participant. If the Participant dies or terminates employment as
- -------------------------
a result of disability prior to termination of the Participant's rights to
exercise the Stock Option, any unexercised portion of the Stock Option will
continue to vest in accordance with Section 2 and will be exercisable, subject
to all conditions of the Plan and this Agreement, for a period of one year from
the date of the Participant's death or termination of employment as a result of
disability. In the event of the death of the Participant, the Stock Option may
be exercised by the Participant's estate or a person who acquired the right to
exercise the Stock Option by bequest or inheritance or by reason of the death of
the Participant. For purposes of this Section, the Board or a committee of the
Board with authority to address this issue, will have sole discretion to
determine whether termination of a Participant's employment has occurred "as a
result of disability." In no event may the Stock Option be exercised after the
expiration date set forth in Section 3.
10. Rights in Event of Termination of Employment Other Than as a Result of
----------------------------------------------------------------------
Death or Disability.
- -------------------
(a) With respect to a Participant who is an employee of the Company or
any Subsidiary on the Date of Grant, if the Participant ceases to be
employed by the Company and all Subsidiaries, other than as a result of
death or disability, prior to the termination of the Participant's rights
to exercise the Stock Option, the Stock Option will cease to vest in
accordance with Section 2 on the date following the last day on which the
Participant is entitled to receive any compensation, including but not
limited to severance or termination payments, from the Company. To the
extent the Stock Option was exercisable on such date, and only to such
extent, the Stock Option will be exercisable through the 90th day following
such date. In no event may the Stock Option be exercised after the
expiration date set forth in Section 3.
(b) Notwithstanding the terms of Sections 9 and 10(a), in the event
that the employment of Participant is terminated, for any reason
whatsoever, prior to the closing date of the initial public offering of the
Common Stock, the terms of this paragraph (b) shall apply; otherwise the
terms of Sections 9 or 10(a) shall apply, as appropriate. Upon termination
of employment of Participant at a time when this Section 10(b) applies, and
3
<PAGE>
if such termination of employment occurs prior to the fourth anniversary of
the Date of Grant, then any Common Stock acquired by Participant or his
estate pursuant to exercise of the Stock Option, regardless of the
ownership of such Common Stock at that time, shall be automatically
forfeited to the Company. In such event, the Company shall return to
Participant an amount equal to the Option Price paid for such shares of
Common Stock so forfeited, plus an amount equal to 2% of the Option Price
per annum, calculated from the date or dates on which the Option Price was
paid. The certificate(s) representing the Common Stock issued upon exercise
of the Stock Option while this Section 10(b) is in effect shall bear a
legend referring to this provision. Following the first to occur of the
closing of the initial public offering of the Common Stock or the fourth
anniversary of the Date of Grant, the Company shall, upon request of the
Participant and delivery of any such certificate, cause such certificate to
be cancelled and a replacement certificate issued without such restrictive
legend.
11. Exercisability upon Change in Control.
-------------------------------------
(a) Notwithstanding the vesting schedule in Section 2, in the event of
a Change in Control, as hereinafter defined, or a threatened Change in
Control, any unexercised portion of the Stock Option shall become
immediately exercisable. Whether a Change in Control is threatened will be
determined solely by the Board. Nothing herein shall prevent the assumption
of the Stock Option or substitution therefor of a new stock option by the
surviving corporation in a merger if agreed to by the Participant.
(b) For purposes of Section 11(a), a "Change in Control" means the
occurrence, prior to the expiration of the Stock Option, of any of the
following events:
(i) the Company is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a result of
such merger, consolidation or reorganization less than two-thirds of
the combined voting power of the then-outstanding securities entitled
to vote generally in the election of directors ("Voting Stock") of
such corporation or person immediately after such transaction is held
in the aggregate by the holders of Voting Stock of the Company
immediately prior to such transaction;
(ii) the Company sells or otherwise transfers all or
substantially all of its assets to another corporation or other legal
person, and as a result of such sale or transfer less than two-thirds
of the combined voting power of the then-outstanding Voting Stock of
such corporation or person immediately after such sale or transfer is
held in the aggregate by the holders of Voting Stock of the Company
immediately prior to such sale or transfer;
4
<PAGE>
(iii) there is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated
pursuant to the Act, disclosing that any person (as the term "person"
is used in Section 13(d)(3) or Section 14(d)(2) of the Act) has become
the beneficial owner (as the term "beneficial owner" is defined under
Rule 13d-3 or any successor rule or regulation promulgated under the
Act) of securities representing 20% or more of the combined voting
power of the then-outstanding Voting Stock of the Company;
(iv) the Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form
or report or item therein) that a change in control of the Company has
occurred or will occur in the future pursuant to any then-existing
contract or transaction; or
(v) if, during any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors of
the Company cease for any reason to constitute at least a majority
thereof; provided, however, that for purposes of this clause (v) each
director who is first elected, or first nominated for election by the
Company's stockholders, by a vote of at least two-thirds of the
directors of the Company (or a committee thereof) then still in office
who were directors of the Company at the beginning of any such period
will be deemed to have been a director of the Company at the beginning
of such period.
Notwithstanding the foregoing provisions of clauses (iii) or (iv) above, unless
otherwise determined in a specific case by majority vote of the Board, a "Change
in Control" will not be deemed to have occurred for purposes of clause (iii) or
clause (iv) above solely because (A) the Company, (B) a Subsidiary, or (C) any
Company-sponsored employee stock ownership plan or any other employee benefit
plan of the Company or any Subsidiary either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) under the Act disclosing beneficial ownership by it of shares of
voting Stock of the Company, whether in excess of 20% or otherwise, or because
the Company reports that a change in control of the Company has occurred or will
occur in the future by reason of such beneficial ownership or any increase or
decrease thereof.
12. Stock Purchased for Investment. Unless the shares are covered by a
------------------------------
then current and effective registration statement under the Securities Act of
1933, as then in effect, the Participant, by accepting the Stock Option,
represents, warrants, covenants and agrees on behalf of the Participant and the
Participant's transferees that all shares of Common Stock purchased upon the
exercise of the Stock Option will be acquired for investment and not for resale
or distribution, and that upon each exercise of any portion of the Stock Option,
the person entitled to exercise the same will furnish evidence satisfactory to
the Company (including a written and signed representation) to the effect that
the shares are being acquired in good faith for investment
5
<PAGE>
and not for resale or distribution. The Participant agrees to furnish or
execute such documents as the Company in its discretion deems necessary to (a)
evidence such exercise of the Stock Option, (b) determine whether a registration
is then required under the Securities Act of 1933, as then in effect, and (c)
comply with or satisfy the requirements of the Securities Act of 1933, or any
other federal, state or local law, as then in effect.
13. Notices. Each notice relating to this Agreement will be in writing
-------
and delivered in person or by certified mail to the proper address. Each notice
will be deemed to have been given on the date it is received. Each notice to
the Company will be addressed to it at its principal office, now 5500 Interstate
North Parkway, Suite 507, Atlanta, Georgia 30328-4662, attention of the
Secretary. Each notice to the Participant or other person or persons then
entitled to exercise the Stock Option will be addressed to the Participant or
such other person or persons at the Participant's address specified below.
Anyone to whom a notice may be given under this Agreement may designate a new
address by notice to that effect.
14. Employment. This Agreement does not confer upon the Participant any
----------
right to be employed or to continue in the employ of the Company or any
Subsidiary, nor does it in any way interfere with the right of the Company or
any Subsidiary to terminate the employment of the Participant at any time.
15. No Obligation to Exercise Stock Option. This Agreement does not
--------------------------------------
impose any obligation upon the Participant to exercise the Stock Option.
16. Amendments. The Board or any stock option committee established by
----------
the Board under the Plan may, without the consent of the Participant, amend this
Agreement, or otherwise take action, to accelerate the time or times at which
the Stock Option may be exercised, to extend the term described in Section 3, to
waive any other condition or restriction applicable to the Stock Option or to
the Exercise of the Stock Option, to reduce the Option Price and to make any
other change permitted to be made under the Plan without the consent of the
Participant; and may amend the Agreement in any other respect with the consent
of the Participant.
17. Governing Law. This Agreement is intended to be performed in the
-------------
State of Georgia and will be construed and enforced in accordance with and
governed by the laws of such State.
6
<PAGE>
18. Entire Agreement. This Agreement, together with the Plan, constitutes
----------------
the entire agreement of the Company and the Participant and supersedes all prior
contracts, agreements, arrangements, communications, discussions and
representations, whether oral or written, with respect to the subject matter
hereof. Without limiting the foregoing, this Agreement supersedes and replaces
the stock option agreement originally executed between the Company and
Participant, relating to the grant of the Stock Option.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement as of the 31st day of December, 1996.
INTERNATIONAL COMPUTEX, INC.
By:
-------------------------------------
Title:
----------------------------------
PARTICIPANT:
----------------------------------------
Signature
----------------------------------------
Print Name
Social Security Number:
-----------------
Address for Notice:
----------------------------------------
----------------------------------------
7
<PAGE>
INTERNATIONAL COMPUTEX, INC.
1996 STOCK OPTION PLAN
----------------------
STOCK OPTION AGREEMENT
----------------------
This Stock Option Agreement (the "Agreement") is entered into by and
between International CompuTex, Inc., a Georgia corporation (the "Company"), and
____________________________________ (the "Participant"). The Company and the
Participant agree as follows:
1. Grant of Stock Option.
---------------------
(a) Pursuant to a duly adopted resolution of the Stock Option
Committee on _______________, 199__ (the "Date of Grant"), the Company hereby
grants to the Participant, upon the terms and conditions set forth below and
subject to the terms and conditions of the Company's 1996 Stock Option Plan (the
"Plan"), an option (the "Stock Option") to purchase from the Company a total of
________________ shares of the Company's common stock, par value $.001 per share
("Common Stock"), at an exercise price per share equal to $______________ (the
"Option Price"). Any terms used in this Agreement having initial capital letters
but not defined herein shall have the same meanings as in the Plan, the
provisions of which are incorporated into this Agreement by reference. The
Participant acknowledges receipt of a copy of the Plan.
(b) The Stock Option is intended to be an Incentive Stock Option.
2. Time of Exercise. The Stock Option may be exercised, in whole or in
----------------
part, according to the following schedule:
Percentage
Exercisable Periods
----------- -------
0% Immediately
25% On the first anniversary of the Date of Grant
50% On the second anniversary of the Date of Grant
75% On the third anniversary of the Date of Grant
100% On the fourth anniversary of the Date of Grant
The unexercised portion of the Stock Option from one annual period may be
carried over to a subsequent annual period or periods, and the right of the
Participant to exercise the Stock Option as to such unexercised portion will
continue for the entire term described in Section 3 below. In no event may the
Stock Option be exercised in whole or in part, however, after the expiration of
such term.
<PAGE>
3. Term. The Stock Option will expire and all rights under this
----
Agreement will terminate on the tenth anniversary of the Date of Grant.
4. Restriction on Exercise. The Stock Option:
-----------------------
(a) may be exercised only with respect to full shares and no
fractional shares of Common Stock will be issued upon exercise of the Stock
Option; and
(b) may be exercised in whole or in part, but no certificates
representing shares subject to the Stock Option will be delivered if any
requisite registration with, clearance by, or consent, approval or
authorization of, any governmental authority of any kind having
jurisdiction over the exercise of the Stock Option, or issuance of
securities upon such exercise, has not been obtained.
5. Manner of Exercise. The Stock Option may be exercised by written
------------------
notice to the Company of the number of shares being purchased and the Option
Price to be paid, accompanied by full payment of the Option Price (a) in cash or
by check acceptable to the Company, (b) by the transfer to the Company of shares
of Common Stock owned by the Participant for at least six months and having an
aggregate fair market value per share at the date of exercise equal to the
aggregate Option Price, (c) with the consent of the Stock Option Committee, by
authorizing the Company to withhold a number of shares of Common Stock otherwise
issuable to the Participant having an aggregate fair market value per share on
the date of exercise equal to the aggregate Option Price or (d) by a combination
of any of the foregoing (provided that the payment methods described in clauses
(b) and (c) will not be available at any time that the Company is prohibited
from purchasing or acquiring such shares of Common Stock); provided that payment
of the Option Price may also be made by deferred payment for the proceeds of
sale through a bank or broker of some or all of the shares to which the exercise
relates. Any federal, state or local taxes required to be paid or withheld at
the time of exercise will be paid or withheld in full prior to any delivery of
shares upon exercise.
6. Non-Transferability of Stock Options. This Stock Option is not
------------------------------------
assignable or transferable by the Participant other than by will or the laws of
descent and distribution, or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.
7. Rights as Stockholder. Neither the Participant nor any of the
---------------------
Participant's beneficiaries will be deemed to have any rights as a stockholder
with respect to any shares covered by the Stock Option until the issuance of a
certificate to the Participant or such beneficiaries for such shares.
2
<PAGE>
8. Adjustments. The number of shares of Common Stock covered by the
-----------
Stock Option evidenced by this Agreement, and the Option Price thereof, will be
subject to adjustment as provided in the Plan. No adjustment will be made for
dividends or other rights for which the record date is prior to the issuance of
the certificate or certificates representing the shares issued pursuant to the
Stock Option.
9. Rights in Event of Death or Termination of Employment as a Result of
--------------------------------------------------------------------
Disability of Participant. If the Participant dies or terminates employment as
- -------------------------
a result of disability prior to termination of the Participant's rights to
exercise the Stock Option, any unexercised portion of the Stock Option will
continue to vest in accordance with Section 2 and will be exercisable, subject
to all conditions of the Plan and this Agreement, for a period of one year from
the date of the Participant's death or termination of employment as a result of
disability. In the event of the death of the Participant, the Stock Option may
be exercised by the Participant's estate or a person who acquired the right to
exercise the Stock Option by bequest or inheritance or by reason of the death of
the Participant. For purposes of this Section, the Board or a committee of the
Board with authority to address this issue, will have sole discretion to
determine whether termination of a Participant's employment has occurred "as a
result of disability." In no event may the Stock Option be exercised after the
expiration date set forth in Section 3.
10. Rights in Event of Termination of Employment Other Than as a
------------------------------------------------------------
Result of Death or Disability. With respect to a Participant who is an employee
- -----------------------------
of the Company or any Subsidiary on the Date of Grant, if the Participant ceases
to be employed by the Company and all Subsidiaries, other than as a result of
death or disability, prior to the termination of the Participant's rights to
exercise the Stock Option, the Stock Option will cease to vest in accordance
with Section 2 on the date following the last day on which the Participant is
entitled to receive any compensation, including but not limited to severance or
termination payments, from the Company. To the extent the Stock Option was
exercisable on such date, and only to such extent, the Stock Option will be
exercisable through the 90th day following such date. In no event may the Stock
Option be exercised after the expiration date set forth in Section 3.
11. Exercisability upon Change in Control.
-------------------------------------
(a) Notwithstanding the vesting schedule in Section 2, in the event of
a Change in Control, as hereinafter defined, or a threatened Change in
Control, any unexercised portion of the Stock Option shall become
immediately exercisable. Whether a Change in Control is threatened will be
determined solely by the Board. Nothing herein shall prevent the assumption
of the Stock Option or substitution therefor of a new stock option by the
surviving corporation in a merger if agreed to by the Participant.
(b) For purposes of Section 11(a), a "Change in Control" means the
occurrence, prior to the expiration of the Stock Option, of any of the
following events:
3
<PAGE>
(i) the Company is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a result of
such merger, consolidation or reorganization less than two-thirds of
the combined voting power of the then-outstanding securities entitled
to vote generally in the election of directors ("Voting Stock") of
such corporation or person immediately after such transaction are held
in the aggregate by the holders of Voting Stock of the Company
immediately prior to such transaction;
(ii) the Company sells or otherwise transfers all or
substantially all of its assets to another corporation or other legal
person, and as a result of such sale or transfer less than two-thirds
of the combined voting power of the then-outstanding Voting Stock of
such corporation or person immediately after such sale or transfer is
held in the aggregate by the holders of Voting Stock of the Company
immediately prior to such sale or transfer;
(iii) there is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated
pursuant to the Act, disclosing that any person (as the term "person"
is used in Section 13(d)(3) or Section 14(d)(2) of the Act) has become
the beneficial owner (as the term "beneficial owner" is defined under
Rule 13d-3 or any successor rule or regulation promulgated under the
Act) of securities representing 20% or more of the combined voting
power of the then-outstanding Voting Stock of the Company;
(iv) the Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form
or report or item therein) that a change in control of the Company has
occurred or will occur in the future pursuant to any then-existing
contract or transaction; or
(v) if, during any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors of
the Company cease for any reason to constitute at least a majority
thereof; provided, however, that for purposes of this clause (v) each
director who is first elected, or first nominated for election by the
Company's stockholders, by a vote of at least two-thirds of the
directors of the Company (or a committee thereof) then still in office
who were directors of the Company at the beginning of any such period
will be deemed to have been a director of the Company at the beginning
of such period.
Notwithstanding the foregoing provisions of clauses (iii) or (iv) above, unless
otherwise determined in a specific case by majority vote of the Board, a "Change
in Control" will not be deemed to have occurred for purposes of clause (iii) or
clause (iv) above solely because (A) the Company, (B) a Subsidiary, or (C) any
Company-sponsored employee stock ownership plan or any other employee benefit
plan of the Company or any Subsidiary either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D, Schedule
4
<PAGE>
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) under the Act disclosing beneficial ownership by it of shares of
voting Stock of the Company, whether in excess of 20% or otherwise, or because
the Company reports that a change in control of the Company has occurred or will
occur in the future by reason of such beneficial ownership or any increase or
decrease thereof.
12. Stock Purchased for Investment. Unless the shares are covered by a
------------------------------
then current and effective registration statement under the Securities Act of
1933, as then in effect, the Participant, by accepting the Stock Option,
represents, warrants, covenants and agrees on behalf of the Participant and the
Participant's transferees that all shares of Common Stock purchased upon the
exercise of the Stock Option will be acquired for investment and not for resale
or distribution, and that upon each exercise of any portion of the Stock Option,
the person entitled to exercise the same will furnish evidence satisfactory to
the Company (including a written and signed representation) to the effect that
the shares are being acquired in good faith for investment and not for resale or
distribution. The Participant agrees to furnish or execute such documents as
the Company in its discretion deems necessary to (a) evidence such exercise of
the Stock Option, (b) determine whether a registration is then required under
the Securities Act of 1933, as then in effect, and (c) comply with or satisfy
the requirements of the Securities Act of 1933, or any other federal, state or
local law, as then in effect.
13. Notices. Each notice relating to this Agreement will be in writing
-------
and delivered in person or by certified mail to the proper address. Each notice
will be deemed to have been given on the date it is received. Each notice to
the Company will be addressed to it at its principal office, now 5500 Interstate
North Parkway, Suite 507, Atlanta, Georgia 30328-4662, attention of the
Secretary. Each notice to the Participant or other person or persons then
entitled to exercise the Stock Option will be addressed to the Participant or
such other person or persons at the Participant's address specified below.
Anyone to whom a notice may be given under this Agreement may designate a new
address by notice to that effect.
14. Employment. This Agreement does not confer upon the Participant any
----------
right to be employed or to continue in the employ of the Company or any
Subsidiary, nor does it in any way interfere with the right of the Company or
any Subsidiary to terminate the employment of the Participant at any time.
15. No Obligation to Exercise Stock Option. This Agreement does not
--------------------------------------
impose any obligation upon the Participant to exercise the Stock Option.
16. Amendments. The Board or any stock option committee established by
----------
the Board under the Plan may, without the consent of the Participant, amend this
Agreement, or otherwise take action, to accelerate the time or times at which
the Stock Option may be exercised, to extend the term described in Section 3, to
waive any other condition or restriction applicable to the Stock Option or to
the Exercise of the Stock Option, to reduce the Option Price and to make any
other change permitted to be made under the Plan without the consent of the
Participant; and may amend the Agreement in any other respect with the consent
of the Participant.
5
<PAGE>
17. Governing Law. This Agreement is intended to be performed in the
-------------
State of Georgia and will be construed and enforced in accordance with and
governed by the laws of such State.
18. Entire Agreement. This Agreement, together with the Plan, constitutes
----------------
the entire agreement of the Company and the Participant and supersedes all prior
contracts, agreements, arrangements, communications, discussions and
representations, whether oral or written, with respect to the subject matter
hereof.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement as of the ____ day of ________, 19___.
INTERNATIONAL COMPUTEX, INC.
By:
-------------------------------------
Title:
----------------------------------
PARTICIPANT:
----------------------------------------
Signature
----------------------------------------
Print Name
Social Security Number:
-----------------
Address for Notice:
----------------------------------------
----------------------------------------
6
<PAGE>
INTERNATIONAL COMPUTEX, INC.
1996 STOCK OPTION PLAN
----------------------
STOCK OPTION AGREEMENT
----------------------
This Stock Option Agreement (the "Agreement") is entered into by and
between International CompuTex, Inc., a Georgia corporation (the "Company"), and
___________________________________, a Nonemployee Director of the Company (the
"Participant"). The Company and the Participant agree as follows:
1. Grant of Stock Option.
---------------------
(a) Pursuant to Section 6 of the Company's 1996 Stock Option Plan (the
"Plan"), and effective _______________, ____ (the "Date of Grant"), the Company
hereby grants to the Participant, upon the terms and conditions set forth below
and subject to the terms and conditions of the Plan, an option (the "Stock
Option") to purchase from the Company a total of ________________ shares of the
Company's common stock, par value $.001 per share ("Common Stock"), at an
exercise price per share equal to $______________ (the "Option Price"), which is
the closing market price per share of the Common Stock on the Nasdaq National
Market System on the Date of Grant. Any terms used in this Agreement having
initial capital letters but not defined herein shall have the same meanings as
in the Plan, the provisions of which are incorporated into this Agreement by
reference. The Participant acknowledges receipt of a copy of the Plan.
(b) The Stock Option is a nonqualified stock option, and is not an
Incentive Stock Option.
2. Time of Exercise. The Stock Option may be exercised, in whole or in
----------------
part, according to the following schedule:
Percentage
Exercisable Periods
----------- -------
0% Immediately
25% On the first anniversary of the Date of Grant
50% On the second anniversary of the Date of Grant
75% On the third anniversary of the Date of Grant
100% On the fourth anniversary of the Date of Grant
The unexercised portion of the Stock Option from one annual period may be
carried over to a subsequent annual period or periods, and the right of the
Participant to exercise the Stock Option as to such unexercised portion will
continue for the entire term described in Section 3
<PAGE>
below. In no event may the Stock Option be exercised in whole or in part,
however, after the expiration of such term.
3. Term. The Stock Option will expire and all rights under this
----
Agreement will terminate on the fifth anniversary of the Date of Grant.
4. Restriction on Exercise. The Stock Option:
-----------------------
(a) may be exercised only with respect to full shares and no
fractional shares of Common Stock will be issued upon exercise of the Stock
Option; and
(b) may be exercised in whole or in part, but no certificates
representing shares subject to the Stock Option will be delivered if any
requisite registration with, clearance by, or consent, approval or
authorization of, any governmental authority of any kind having
jurisdiction over the exercise of the Stock Option, or issuance of
securities upon such exercise, has not been obtained.
5. Manner of Exercise. The Stock Option may be exercised by written
------------------
notice to the Company of the number of shares being purchased and the Option
Price to be paid, accompanied by full payment of the Option Price (a) in cash or
by check acceptable to the Company, (b) by the transfer to the Company of shares
of Common Stock owned by the Participant for at least six months and having an
aggregate fair market value per share at the date of exercise equal to the
aggregate Option Price, (c) with the consent of the Stock Option Committee, by
authorizing the Company to withhold a number of shares of Common Stock otherwise
issuable to the Participant having an aggregate fair market value per share on
the date of exercise equal to the aggregate Option Price or (d) by a combination
of any of the foregoing (provided that the payment methods described in clauses
(b) and (c) will not be available at any time that the Company is prohibited
from purchasing or acquiring such shares of Common Stock); provided that payment
of the Option Price may also be made by deferred payment for the proceeds of
sale through a bank or broker of some or all of the shares to which the exercise
relates. Any federal, state or local taxes required to be paid or withheld at
the time of exercise will be paid or withheld in full prior to any delivery of
shares upon exercise.
6. Non-Transferability of Stock Options. This Stock Option is not
------------------------------------
assignable or transferable by the Participant other than by will or the laws of
descent and distribution, or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.
7. Rights as Stockholder. Neither the Participant nor any of the
---------------------
Participant's beneficiaries will be deemed to have any rights as a stockholder
with respect to any shares covered by the Stock Option until the issuance of a
certificate to the Participant or such beneficiaries for such shares.
2
<PAGE>
8. Adjustments. The number of shares of Common Stock covered by the
-----------
Stock Option evidenced by this Agreement, and the Option Price thereof, will be
subject to adjustment as provided in the Plan. No adjustment will be made for
dividends or other rights for which the record date is prior to the issuance of
the certificate or certificates representing the shares issued pursuant to the
Stock Option.
9. Rights in Event of Death or Termination of Director Status as a Result
----------------------------------------------------------------------
of Disability of Participant. If the Participant dies or terminates director
- ----------------------------
status as a result of disability prior to termination of the Participant's
rights to exercise the Stock Option, any unexercised portion of the Stock Option
will continue to vest in accordance with Section 2 and will be exercisable,
subject to all conditions of the Plan and this Agreement, for a period of one
year from the date of the Participant's death or termination of director status
as a result of disability. In the event of the death of the Participant, the
Stock Option may be exercised by the Participant's estate or a person who
acquired the right to exercise the Stock Option by bequest or inheritance or by
reason of the death of the Participant. For purposes of this Section, the Board
or a committee of the Board with authority to address this issue, will have sole
discretion to determine whether termination of a Participant's director status
has occurred "as a result of disability." In no event may the Stock Option be
exercised after the expiration date set forth in Section 3.
10. Rights in Event of Termination of Director Status Other Than
------------------------------------------------------------
as a Result of Death or Disability. If the Participant ceases to be a director
- ----------------------------------
of the Company, other than as a result of death or disability, prior to the
termination of the Participant's rights to exercise the Stock Option, the Stock
Option will cease to vest in accordance with Section 2 on the date Participant
ceases to be a director of the Company. To the extent the Stock Option was
exercisable on such date, and only to such extent, the Stock Option will be
exercisable through the 90th day following such date. In no event may the Stock
Option be exercised after the expiration date set forth in Section 3.
11. Exercisability upon Change in Control.
-------------------------------------
(a) Notwithstanding the vesting schedule in Section 2, in the event of
a Change in Control, as hereinafter defined, or a threatened Change in
Control, any unexercised portion of the Stock Option shall become
immediately exercisable. Whether a Change in Control is threatened will be
determined solely by the Board. Nothing herein shall prevent the assumption
of the Stock Option or substitution therefor of a new stock option by the
surviving corporation in a merger if agreed to by the Participant.
(b) For purposes of Section 11(a), a "Change in Control" means the
occurrence, prior to the expiration of the Stock Option, of any of the
following events:
(i) the Company is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a result of
such merger,
3
<PAGE>
consolidation or reorganization less than two-thirds of the combined
voting power of the then-outstanding securities entitled to vote
generally in the election of directors ("Voting Stock") of such
corporation or person immediately after such transaction are held in
the aggregate by the holders of Voting Stock of the Company
immediately prior to such transaction;
(ii) the Company sells or otherwise transfers all or
substantially all of its assets to another corporation or other legal
person, and as a result of such sale or transfer less than two-thirds
of the combined voting power of the then-outstanding Voting Stock of
such corporation or person immediately after such sale or transfer is
held in the aggregate by the holders of Voting Stock of the Company
immediately prior to such sale or transfer;
(iii) there is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated
pursuant to the Act, disclosing that any person (as the term "person"
is used in Section 13(d)(3) or Section 14(d)(2) of the Act) has become
the beneficial owner (as the term "beneficial owner" is defined under
Rule 13d-3 or any successor rule or regulation promulgated under the
Act) of securities representing 20% or more of the combined voting
power of the then-outstanding Voting Stock of the Company;
(iv) the Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form
or report or item therein) that a change in control of the Company has
occurred or will occur in the future pursuant to any then-existing
contract or transaction; or
(v) if, during any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors of
the Company cease for any reason to constitute at least a majority
thereof; provided, however, that for purposes of this clause (v) each
director who is first elected, or first nominated for election by the
Company's stockholders, by a vote of at least two-thirds of the
directors of the Company (or a committee thereof) then still in office
who were directors of the Company at the beginning of any such period
will be deemed to have been a director of the Company at the beginning
of such period.
Notwithstanding the foregoing provisions of clauses (iii) or (iv) above, unless
otherwise determined in a specific case by majority vote of the Board, a "Change
in Control" will not be deemed to have occurred for purposes of clause (iii) or
clause (iv) above solely because (A) the Company, (B) a Subsidiary, or (C) any
Company-sponsored employee stock ownership plan or any other employee benefit
plan of the Company or any Subsidiary either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein)
4
<PAGE>
under the Act disclosing beneficial ownership by it of shares of voting Stock of
the Company, whether in excess of 20% or otherwise, or because the Company
reports that a change in control of the Company has occurred or will occur in
the future by reason of such beneficial ownership or any increase or decrease
thereof.
12. Stock Purchased for Investment. Unless the shares are covered by a
------------------------------
then current and effective registration statement under the Securities Act of
1933, as then in effect, the Participant, by accepting the Stock Option,
represents, warrants, covenants and agrees on behalf of the Participant and the
Participant's transferees that all shares of Common Stock purchased upon the
exercise of the Stock Option will be acquired for investment and not for resale
or distribution, and that upon each exercise of any portion of the Stock Option,
the person entitled to exercise the same will furnish evidence satisfactory to
the Company (including a written and signed representation) to the effect that
the shares are being acquired in good faith for investment and not for resale or
distribution. The Participant agrees to furnish or execute such documents as
the Company in its discretion deems necessary to (a) evidence such exercise of
the Stock Option, (b) determine whether a registration is then required under
the Securities Act of 1933, as then in effect, and (c) comply with or satisfy
the requirements of the Securities Act of 1933, or any other federal, state or
local law, as then in effect.
13. Notices. Each notice relating to this Agreement will be in writing
-------
and delivered in person or by certified mail to the proper address. Each notice
will be deemed to have been given on the date it is received. Each notice to
the Company will be addressed to it at its principal office, now 5500 Interstate
North Parkway, Suite 507, Atlanta, Georgia 30328-4662, attention of the
Secretary. Each notice to the Participant or other person or persons then
entitled to exercise the Stock Option will be addressed to the Participant or
such other person or persons at the Participant's address specified below.
Anyone to whom a notice may be given under this Agreement may designate a new
address by notice to that effect.
14. Director Status. This Agreement does not confer upon the Participant
---------------
any right to be a director or to continue to be a director of the Company, nor
does it in any way interfere with the right of the Company or its shareholders
to terminate the director status of the Participant at any time.
15. No Obligation to Exercise Stock Option. This Agreement does not
--------------------------------------
impose any obligation upon the Participant to exercise the Stock Option.
16. Amendments. The Board or any stock option committee established by
----------
the Board under the Plan may, without the consent of the Participant, amend this
Agreement, or otherwise take action, to accelerate the time or times at which
the Stock Option may be exercised, to extend the term described in Section 3, to
waive any other condition or restriction applicable to the Stock Option or to
the Exercise of the Stock Option, to reduce the Option Price and to make any
other change permitted to be made under the Plan without the consent of the
Participant; and may amend the Agreement in any other respect with the consent
of the Participant.
5
<PAGE>
17. Governing Law. This Agreement is intended to be performed in the
-------------
State of Georgia and will be construed and enforced in accordance with and
governed by the laws of such State.
18. Entire Agreement. This Agreement, together with the Plan, constitutes
----------------
the entire agreement of the Company and the Participant and supersedes all prior
contracts, agreements, arrangements, communications, discussions and
representations, whether oral or written, with respect to the subject matter
hereof.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement as of the __________ day of ____________________, ____.
INTERNATIONAL COMPUTEX, INC.
By:
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Title:
----------------------------------
PARTICIPANT:
----------------------------------------
Signature
----------------------------------------
Print Name
Social Security Number:
-----------------
Address for Notices:
----------------------------------------
----------------------------------------
6
<PAGE>
EXHIBIT 5
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
LETTERHEAD OF GAMBRELL & STOLZ, L.L.P.
July 21, 1997
International CompuTex, Inc.
5500 Interstate North Parkway, Suite 507
Atlanta, Georgia 30328-4662
Re: 1996 Stock Option Plan and 1995 Restricted Nonqualified
Incentive Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to International CompuTex, Inc. (the "Company") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of 500,000 shares of the Company's common stock, $.001 par value (the
"Shares"), which will be issuable upon exercise of options granted under the
above-referenced stock option plans (the "Plans"). In connection with that
registration, we have reviewed the proceedings of the Board of Directors of the
Company relating to the registration and proposed issuance of the common stock,
the Articles of Incorporation of the Company and all amendments thereto, the
Bylaws of the Company and all amendments thereto, and such other documents and
matters as we have deemed necessary to the rendering of the following opinion.
Based upon that review, it is our opinion that the Shares, when issued in
conformance with the terms and conditions of the Plans, will be legally issued,
fully paid and nonassessable under the Georgia Business Corporation Code.
<PAGE>
International CompuTex, Inc.
Page 2.
July 21, 1997
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
GAMBRELL & STOLZ, L.L.P.
By: /s/ Henry B. Levi
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Henry B. Levi
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
International CompuTex, Inc.
5500 Interstate North Parkway, Suite 507
Atlanta, Georgia 30328-4662
Gentlemen:
We consent to the incorporation by reference in the Registration Statement
of International CompuTex, Inc. on Form S-8 of our report dated January 24,
1997, except as to the first and second paragraphs of Note J, as to which the
date is April 29, 1997, appearing in and incorporated by reference in the
Prospectus dated April 29, 1997 contained within the Registration Statement of
International CompuTex, Inc. on Form SB-2, Registration No. 333-21647.
Habif, Arogeti & Wynne, P.C.
1073 Peachtree Street, N.E.
Atlanta, Georgia 30309
July 22, 1997
