<PAGE> 1
As Filed with the Securities and Exchange Commission on September 21, 1999
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
CRAWFORD & COMPANY
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-0506554
--------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5620 Glenridge Drive, N.E., Atlanta, Georgia 30342
-------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
THE PRISM NETWORK, INC. STOCK OPTION PLAN
------------------------------------------------------
(Full Title of the Plan)
Mr. Judd F. Osten
5620 Glenridge Dr., N.E.
Atlanta, Georgia 30342
---------------------------------------
(Name and Address of Agent For Service)
(404) 847-4550
-------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ------------- ----------- --------- ----------- ----------
<S> <C> <C> <C> <C>
Class A 141,415 $2.42 $342,224.30 $95.14
Common Stock
par value $1.00
per share
</TABLE>
================================================================================
<PAGE> 2
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference into this Registration
Statement:
(a) The Annual Report of the Registrant on Form 10-K for
the fiscal year ended December 31, 1998.
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 1998.
(c) The Description of the Registrant's Securities to be
Registered section from the Company's Registration Statement on Form
8-A, as filed with the Securities and Exchange Commission on July 16,
1990, filed pursuant to Section 12(b) of the Exchange Act.
All documents filed by the Company subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following is a summary of each statute, bylaw provision
and insurance policy under which a director, officer, employee or agent of the
Registrant may be entitled to indemnification against liabilities in his
capacity as such.
Georgia Corporation Law
Sections 14-2-851 through 14-2-859 of the Georgia Business
Corporation Code (the "Georgia Code") generally provide that a corporation may
indemnify any director, officer, employee or agent against expenses actually and
reasonably incurred by him in connection with any action to which he is made a
party by reason of his being or having been a director, officer, employee or
agent of the corporation if such person acted in a manner he believed in good
faith to be in or not opposed to the best interests of the corporation and in
the case of a criminal action had no reasonable cause to believe his conduct was
unlawful. However, if the action is brought by or in the right of the
corporation, the Georgia Code provides that indemnification of directors shall
be limited to the reasonable expenses incurred by such person in connection with
the proceeding. No indemnification shall be provided any director as to any
claim, issue, or matter brought by or in the right of the corporation as to
which such person shall have been adjudged to have been liable to the
corporation, or in any other proceeding in which such person shall have been
adjudged to be liable on the basis that personal benefit was improperly received
by him, unless and to the extent that the court in which the suit was brought or
other
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<PAGE> 3
court of competent jurisdiction shall have determined upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. The Georgia Code also provides that
to the extent that a director or officer of a corporation has been successful on
the merits or otherwise in defense of any action, suit, or proceeding referred
to above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
In addition, Section 14-2-202 of the Georgia Code permits a corporation
to include in its articles of incorporation a provision eliminating or limiting
the personal liability of a director to the corporation or its shareholders for
monetary damages, for breach of duty of care or other duty as a director, except
(i) for any appropriation, in violation of his duties, of any business
opportunity of the corporation, (ii) for acts or omissions which involve
intentional misconduct or a knowing violation of law, (iii) for liability under
Section 14-2-832 of the Georgia Code (involving certain distributions), or (iv)
for any transaction from which the director received an improper benefit.
Charter Provisions
Article IV of the Registrant's Restated Articles of Incorporation
limits the personal liability of a director of the Registrant or its
shareholders as provided in Section 14-2-202 of the Georgia Code.
Restated By-laws Provisions
Article VI, Section 1, of the Registrant's Restated By-laws provides
that the Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
(other than an action by or in the right of the Registrant) by reason of the
fact that he is or was a director, officer, employee or agent of the Registrant
or serving in any of such capacities at the Registrant's request in another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including court costs and attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Registrant, and
with respect to any criminal action, if he had no reasonable cause to believe
his conduct was unlawful.
Article VI, Section 2 of the Registrant's Restated By-laws provides
that the Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by
or in the right of the Registrant to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the
Registrant or was serving in any of such capacities at the request of the
Registrant with any other corporation, partnership, joint venture, trust or
other enterprise against expenses (including court costs and attorneys' fees)
actually and reasonably
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<PAGE> 4
incurred in connection with the defense or settlement of such action if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Registrant, except that in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Registrant,
indemnification will be permitted only to the extent that the court in which the
action was brought finds that despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Article VI, Section 3 of the Registrant's Restated By-laws provides
that to the extent that a director, officer, employee or agent of the Registrant
shall be successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of Article VI of the Registrant's
Restated By-laws or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including court costs and attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Article VI, Section 4 of the Registrant's Restated By-laws provides
that any indemnification under Sections 1 and 2 of Article VI (unless ordered by
a court) shall be made by the Registrant only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he had met the applicable standard
of conduct set forth in Sections 1 and 2 of Article VI. Such determination shall
be made (1) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable but a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.
Article VI, Section 5, of the Registrant's Restated By-laws provides
that expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Registrant in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
manner provided in Section 4 of Article VI upon receipt of an undertaking by or
on behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Registrant as authorized in Article VI, and, if such person is a
director, upon receipt of a written affirmation of such director's good faith
belief that he has met the standards of conduct required by the Georgia Code.
Article VI, Section 6, of the Registrant's Restated By-laws provides
that Article VI shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any agreement, vote of shareholders, or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person.
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<PAGE> 5
Article VI, Section 7, of the Registrant's Restated By-laws provides
that the Board of Directors may authorize, by a vote of the majority of the full
board, the Registrant to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Registrant or was
serving in any of such capacities at the request of the Registrant with any
other corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Registrant would have the
power to indemnify him against such liability under the provisions of Article
VI.
Insurance
The Registrant maintains Directors' and Officers' Liability Insurance
policies which provide for payment by the insurers for losses arising from any
claim or claims against an officer or director of the Registrant by reason of
any actual or alleged breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by them in such
capacities, in connection with any matter claimed against them solely by reason
of their serving in any of such capacities, but only when the Registrant is
required or permitted by law to pay amounts as indemnity to the directors and
officers.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Regulation S-K
Reference No.
- --------------
<S> <C>
4.1 Restated Articles of Incorporation of Crawford & Company
(incorporated by reference to Exhibit 19.1 to Registrant's
quarterly report on Form 10-Q for the quarter ended June 30,
1991).
4.2 Restated By-laws of Crawford & Company, as amended
(incorporated by reference to Exhibit 3.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999).
4.3-12 The Prism Network Inc. Option Agreements.
5.1 Opinion of Registrant's counsel regarding legality of shares.
15.1 Letter re unaudited interim financial statements (incorporated
by reference to Exhibit 15.1 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999).
23.1 Consent of Arthur Andersen LLP.
23.3 Consent of Registrant's counsel (contained in opinion filed as
Exhibit 5.1).
24.1-7 Powers of Attorney (incorporated by reference to Exhibits
24.1-7 of Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998).
</TABLE>
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<PAGE> 6
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the 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 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against
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<PAGE> 7
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
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 the 21st day of
September, 1999.
CRAWFORD & COMPANY
(Registrant)
By: /s/ ARCHIE MEYERS, JR.
----------------------------
Archie Meyers Jr., Chairman of
the Board and Chief Executive
Officer
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<PAGE> 8
Pursuant to the requirement of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
Chairman of the Board, September 21, 1999
Chief Executive
/s/ ARCHIE MEYERS, JR. Officer, and Director
- -------------------- (Principal Executive
Archie Meyers, Jr. Officer)
Executive Vice September 21, 1999
/s/ JOHN F. GIBLIN President - Finance
- -------------------- (Principal Financial
John F. Giblin Officer)
/s/ WILLIAM L. HUDSON Senior Vice President September 21, 1999
- -------------------- and Controller
William L. Hudson (Principal Accounting
Officer)
*
- -------------------- Director September 21, 1999
Jesse C. Crawford
- -------------------- Director
Forrest L. Minix
*
- -------------------- Director September 21, 1999
J. Hicks Lanier
-8-
<PAGE> 9
SIGNATURE TITLE DATE
*
- -------------------- Director September 21, 1999
Charles Flather
*
- -------------------- Director September 21, 1999
Linda K. Crawford
*
- -------------------- Director September 21, 1999
Larry L. Prince
*
- -------------------- Director September 21, 1999
John A. Williams
*
- -------------------- Director September 21, 1999
E. Jenner Wood, III
/s/ GROVER L. DAVIS
- -------------------- Director September 21, 1999
Grover L. Davis
*By /s/ JUDD F. OSTEN
- ---------------------
Judd F. Osten
As Attorney-in-fact for
the Directors above
whose name an asterisk
appears.
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<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit
Number Document Page
<S> <C> <C>
4.1 Restated Articles of Incorporation
of Crawford & Company (incorporated
by reference to Exhibit 19.1 to
Registrant's quarterly report on
Form 10-Q for the quarter ended
June 30, 1991).
4.2 Restated By-laws of Crawford &
Company, as amended (incorporated
by reference to Exhibit 3.1 to
Registrant's Quarterly Report on
Form 10-Q for the quarter ended
June 30, 1999).
4.3-12 The Prism Network Inc. Option
Agreements.
5.1 Opinion of Registrant's counsel
regarding legality of shares.
15.1 Letter re unaudited interim
financial statements (incorporated
by reference to Exhibit 15.1 to
Registrant's Quarterly Report on
Form 10-Q for the quarter ended
June 30, 1999).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Registrant's counsel
(contained in opinion filed as
Exhibit 5.1).
24.1-7 Powers of Attorney (incorporated by
reference to Exhibits 24.1-7 of
Registrant's Annual Report on Form
10-K for the year ended December
31, 1998).
</TABLE>
<PAGE> 1
EXHIBIT 4.3
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is dated as of the 1st of April, 1996, by
and between THE PRISM NETWORK, a Florida corporation (the "Company"), and James
Dahl (the "Optionee").
1. Definitions.
1.1 "Affiliate" means any entity controlling, controlled
by or under common control with the Company.
1.2 "Board" means the Board of Directors of the Company.
1.3 "Common Stock" means the shares of common stock, par
value $0.01 per share, of the Company.
1.4 "Exercise Price" means $1.74479 per Option Share,
which the Board has determined to be the per share fair market value of the
Common Stock as of the date of this Agreement.
1.5 "Option Shares" has the meaning ascribed to it in
Section 2.
1.6 "Options" has the meaning ascribed to it in
Section 2.
2. Grant; Number of Shares. The Company hereby grants to the
Optionee options (the "Options") to purchase an aggregate of thirty-five
thousand (35,000) shares (the "Option Shares") of Common Stock at the Exercise
Price, on the terms and subject to the conditions set forth herein. The Options
are not intended to be "incentive stock options" as defined in Section 422 of
the Internal Revenue Code of 1986, as amended. The Optionee shall not have any
of the rights of a shareholder of the Company with respect to any Option Shares
unless and until the Optionee has paid the Exercise Price with respect thereto
and the conditions set forth in Section 4 have been satisfied.
3. Termination. The Options will terminate upon the earliest of
(i) the full exercise of the Options, or (ii) ten (10) years from the date of
this Stock Option Agreement.
4. Exercise of Options.
4.1 Exercisability. The Options shall be exercisable
immediately upon the execution of this Stock Option Agreement.
4.2 Notice. The Optionee may exercise vested Options by
delivering written notice of such exercise to the Company, accompanied by
payment of the Exercise Price as described in Section 4.3. Such written notice
shall be deemed sufficient for this purpose only if delivered to the Company at
its principal office and only if such written notice states the number of
Options being exercised. The date of exercise of the Options with respect
<PAGE> 2
to the Option Shares specified in the notice shall be the date on which the
Company receives the notice and payment.
4.3 Payment and Other Conditions. On the exercise of any
Option, the written notice described in Section 4.2 must be accompanied by a
check payable to the Company, in the amount of the Exercise Price of all Option
Shares purchased pursuant to such exercise of the Options and an amount equal to
the federal, state and local taxes, if any, required to be withheld as a result
of such exercise. At Optionee's written election delivered as part of the
written notice described in Section 4.2, all or any portion of the Exercise
Price and applicable taxes due to the Company may be paid by reducing the number
of Option Shares issued upon such exercise by the number of whole Option Shares
having a fair market value, as determined by the Board, on the date of exercise
most nearly equal to (but not in excess of) the amount due to the Company, and
any remaining balance shall be paid by check.
Upon the request of the Company, the Optionee shall return this Stock
Option Agreement to the Company and the Company may endorse thereon a notation
of the exercise and return this Stock Option Agreement to the Optionee.
4.4 Issuance of Stock Certificates. Upon satisfaction of
the conditions of Sections 4.2 and 4.3, the Company shall promptly deliver to
the Optionee a certificate or certificates for the number of shares of Common
Stock in respect of which Options have been exercised, legended to reflect the
agreements and conditions applicable to such Shares referred to in Section 6 and
such other restrictions as the Board shall reasonably determine or are required
by applicable law. The Certificate legend shall also reflect the Shareholder
Agreement dated April 1, 1996 signed by Optionee, and which agreement shall
continue to govern the Optionee's rights with regard to said stock.
5. Nontransferability of Options. No Option shall be transferable
by the Optionee otherwise than by will or the laws of descent and distribution.
6. Specific Restrictions Upon Option Shares. The Optionee hereby
agrees with the Company that the Optionee shall acquire the Option Shares for
investment purposes only and not with a view to resale or other distribution
thereof to the public in violation of the Securities Act of 1933, as amended
(the "Securities Act"), and shall not dispose of any Option Shares in any
transaction which, in the opinion of counsel to the Company, would violate the
Securities Act, or the rules and regulations thereunder, or any applicable state
securities or "blue sky" laws.
7. Adjustment in Shares Subject to the Option. In the event of a
merger or consolidation of the Company in which the Company is not the surviving
corporation and in which the consideration received by holders of Common Stock
consists of securities of the surviving corporation or any affiliate, or in the
event of a
<PAGE> 3
statutory share exchange (each a "Transaction"), (i) the Option shall
automatically become exercisable for that number of securities (rounded to the
near whole share) that the Optionee would have received in the Transaction had
the Optionee exercised the Options immediately prior to the Transaction and
participated in the Transaction as a holder of Common Stock, and (ii) the
Exercise Price per new security shall be adjusted proportionately. For example,
if as a result of the Transaction two shares of common stock of the surviving
corporation are issued with respect to each share of Common Stock outstanding
immediately prior to the Transaction, (i) each Option Share issuable upon
exercise of the Options shall consist after the Transaction of two shares of
common stock of the surviving corporation, and (ii) the exercise price per share
after the Transaction shall be reduced to one half of the exercise price in
effect immediately prior to the Transaction. In addition, in the event that the
Board shall determine that any dividend or other distribution (whether in the
form of cash, stock of the Company, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, sale of substantially all the Company's assets, split-up,
spin-off, combination, repurchase, or exchange of securities of the Company, or
other similar corporate transaction or event, affects the Option Shares issuable
on exercise of the Option such that an adjustment is determined by the Board to
be appropriate in order to prevent dilution or enlargement of the benefit or
potential benefit intended to be made available under this Agreement, then the
Board shall, in such manner as it may deem equitable, adjust the number and type
of Option Shares awarded pursuant to this Stock Option Agreement and/or the
terms, conditions, or restrictions of this Stock Option Agreement.
8. Registration of Shares; Limitations on Exercisability.
Anything in this Stock Option Agreement to the contrary notwithstanding, the
obligation of the Company to sell or deliver shares of Common Stock with respect
to the Options shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, securities exchange
rules, or listing requirements and the obtaining of all approvals by
governmental agencies as may be deemed necessary by the Board, and the Company
shall use its reasonable efforts to take all necessary actions to comply with
such requirements.
9. Notices. Any notice required or permitted under this Stock
Option Agreement shall be given at the address for each party indicated on the
signature page hereof.
10. Successors and Assigns. Neither this Agreement nor any Options
granted hereunder may be assigned except by will or the laws of descent and
distribution, and during Optionee's lifetime Options may be exercised only by
Optionee. This Agreement shall be binding on Optionee's permitted assignees.
11. Miscellaneous. No provisions of this Stock Option Agreement
may be modified, waived or discharged unless such
<PAGE> 4
modification, waiver or discharge is agreed to in writing signed by both the
Optionee and such officer of the Company as may be specifically designated by
the Board. No waiver by either party hereto at any time of (i) any breach by the
other party hereto of, or (ii) compliance with, any condition or provision of
this Stock Option Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar conditions or provisions at the same time or
at any prior or subsequent time. The validity, interpretation, construction and
performance of this Stock Option Agreement shall be governed by the laws of the
state of Florida without regard to its conflicts of law principles.
12. Severability. The invalidity or unenforceability of any
provision or provisions of this Stock Option Agreement shall not affect the
validity or enforceability of any other provision of this Stock Option
Agreement, which shall remain in full force and effect.
13. Counterparts. This Stock Option Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
14. Entire Agreement. This Stock Option Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any party hereto or by any officer, employee or representative of
any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled.
IN WITNESS WHEREOF, the parties have executed this Stock Option Agreement
on the day and year first above written.
THE PRISM NETWORK, INC.,
a Florida corporation
By: /s/ JAMES W. SOUTHERLAND, JR.
--------------------------------
James W. Southerland, Jr.
Its: President
/s/ J. DAHL
-------------------------------
James Dahl
<PAGE> 1
EXHIBIT 4.4
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is dated as of the 1st day of April, 1996,
by and between THE PRISM NETWORK, a Florida corporation (the "Company"), and
Arthur L. Cahoon (the "Optionee").
1. Definitions.
1.1 "Affiliate" means any entity controlling, controlled
by or under common control with the Company.
1.2 "Board" means the Board of Directors of the Company.
1.3 "Common Stock" means the shares of common stock, par
value $0.01 per share, of the Company.
1.4 "Exercise Price" means $1.74479 per Option Share,
which the Board has determined to be the per share fair market value of the
Common Stock as of the date of this Agreement.
1.5 "Option Shares" has the meaning ascribed to it in
Section 2.
1.6 "Options" has the meaning ascribed to it in
Section 2.
2. Grant; Number of Shares. The Company hereby grants to the
Optionee options (the "Options") to purchase an aggregate of twenty thousand
(20,000) shares (the "Option Shares") of Common Stock at the Exercise Price, on
the terms and subject to the conditions set forth herein. The Options are not
intended to be "incentive stock options" as defined in Section 422 of the
Internal Revenue Code of 1986, as amended. The Optionee shall not have any of
the rights of a shareholder of the Company with respect to any Option Shares
unless and until the Optionee has paid the Exercise Price with respect thereto
and the conditions set forth in Section 4 have been satisfied.
3. Termination. The Options will terminate upon the earliest of
(i) the full exercise of the Options, or (ii) ten (10) years from the date of
this Stock Option Agreement.
4. Exercise of Options.
4.1 Exercisability. The Options shall be exercisable
immediately upon the execution of this Stock Option Agreement.
4.2 Notice. The Optionee may exercise vested Options by
delivering written notice of such exercise to the Company, accompanied by
payment of the Exercise Price as described in Section 4.3. Such written notice
shall be deemed sufficient for this purpose only if delivered to the Company at
its principal office and only if such written notice states the number of
Options being exercised. The date of exercise of the Options with respect
<PAGE> 2
to the Option Shares specified in the notice shall be the date on which the
Company receives the notice and payment.
4.3 Payment and Other Conditions. On the exercise of any
Option, the written notice described in Section 4.2 must be accompanied by a
check payable to the Company, in the amount of the Exercise Price of all Option
Shares purchased pursuant to such exercise of the Options and an amount equal to
the federal, state and local taxes, if any, required to be withheld as a result
of such exercise. At Optionee's written election delivered as part of the
written notice described in Section 4.2, all or any portion of the Exercise
Price and applicable taxes due to the Company may be paid by reducing the number
of Option Shares issued upon such exercise by the number of whole Option Shares
having a fair market value, as determined by the Board, on the date of exercise
most nearly equal to (but not in excess of) the amount due to the Company, and
any remaining balance shall be paid by check.
Upon the request of the Company, the Optionee shall return this Stock
Option Agreement to the Company and the Company may endorse thereon a notation
of the exercise and return this Stock Option Agreement to the Optionee.
4.4 Issuance of Stock Certificates. Upon satisfaction of
the conditions of Sections 4.2 and 4.3, the Company shall promptly deliver to
the Optionee a certificate or certificates for the number of shares of Common
Stock in respect of which Options have been exercised, legended to reflect the
agreements and conditions applicable to such Shares referred to in Section 6 and
such other restrictions as the Board shall reasonably determine or are required
by applicable law. The Certificate legend shall also reflect the Shareholder
Agreement dated April 1, 1996 signed by Optionee, and which agreement shall
continue to govern the Optionee's rights with regard to said stock.
5. Non-transferability of Options. No Option shall be
transferable by the Optionee otherwise than by will or the laws of descent and
distribution.
6. Specific Restrictions Upon Option Shares. The Optionee hereby
agrees with the Company that the Optionee shall acquire the Option Shares for
investment purposes only and not with a view to resale or other distribution
thereof to the public in violation of the Securities Act of 1933, as amended
(the "Securities Act"), and shall not dispose of any Option Shares in any
transaction which, in the opinion of counsel to the Company, would violate the
Securities Act, or the rules and regulations thereunder, or any applicable state
securities or "blue sky" laws.
7. Adjustment in Shares Subject to the Option. In the event of a
merger or consolidation of the Company in which the Company is not the surviving
corporation and in which the consideration received by holders of Common Stock
consists of securities of the surviving corporation or any affiliate, or in the
event of a
<PAGE> 3
statutory share exchange (each a "Transaction"), (i) the Option shall
automatically become exercisable for that number of securities (rounded to the
near whole share) that the Optionee would have received in the Transaction had
the Optionee exercised the Options immediately prior to the Transaction and
participated in the Transaction as a holder of Common Stock, and (ii) the
Exercise Price per new security shall be adjusted proportionately. For example,
if as a result of the Transaction two shares of common stock of the surviving
corporation are issued with respect to each share of Common Stock outstanding
immediately prior to the Transaction, (i) each Option Share issuable upon
exercise of the Options shall consist after the Transaction of two shares of
common stock of the surviving corporation, and (ii) the exercise price per share
after the Transaction shall be reduced to one half of the exercise price in
effect immediately prior to the Transaction. In addition, in the event that the
Board shall determine that any dividend or other distribution (whether in the
form of cash, stock of the Company, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, sale of substantially all the Company's assets, split-up,
spin-off, combination, repurchase, or exchange of securities of the Company, or
other similar corporate transaction or event, affects the Option Shares issuable
on exercise of the Option such that an adjustment is determined by the Board to
be appropriate in order to prevent dilution or enlargement of the benefit or
potential benefit intended to be made available under this Agreement, then the
Board shall, in such manner as it may deem equitable, adjust the number and type
of Option Shares awarded pursuant to this Stock Option Agreement and/or the
terms, conditions, or restrictions of this Stock Option Agreement.
8. Registration of Shares; Limitations on Exercisability.
Anything in this Stock Option Agreement to the contrary notwithstanding, the
obligation of the Company to sell or deliver shares of Common Stock with respect
to the Options shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, securities exchange
rules, or listing requirements and the obtaining of all approvals by
governmental agencies as may be deemed necessary by the Board, and the Company
shall use its reasonable efforts to take all necessary actions to comply with
such requirements.
9. Notices. Any notice required or permitted under this Stock
Option Agreement shall be given at the address for each party indicated on the
signature page hereof.
10. Successors and Assigns. Neither this Agreement nor any Options
granted hereunder may be assigned except by will or the laws of descent and
distribution, and during Optionee's lifetime Options may be exercised only by
Optionee. This Agreement shall be binding on Optionee's permitted assignees.
11. Miscellaneous. No provisions of this Stock Option Agreement
may be modified, waived or discharged unless such
<PAGE> 4
modification, waiver or discharge is agreed to in writing signed by both the
Optionee and such officer of the Company as may be specifically designated by
the Board. No waiver by either party hereto at any time of (i) any breach by the
other party hereto of, or (ii) compliance with, any condition or provision of
this Stock Option Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar conditions or provisions at the same time or
at any prior or subsequent time. The validity, interpretation, construction and
performance of this Stock Option Agreement shall be governed by the laws of the
state of Florida without regard to its conflicts of law principles.
12. Severability. The invalidity or unenforceability of any
provision or provisions of this Stock Option Agreement shall not affect the
validity or enforceability of any other provision of this Stock Option
Agreement, which shall remain in full force and effect.
13. Counterparts. This Stock Option Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
14. Entire Agreement. This Stock Option Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any party hereto or by any officer, employee or representative of
any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled.
IN WITNESS WHEREOF, the parties have executed this Stock Option
Agreement on the day and year first above written.
THE PRISM NETWORK, INC.,
a Florida corporation
By: /s/ JAMES W. SOUTHERLAND, JR.
--------------------------------
James W. Southerland, Jr.
Its: President
/s/ A. L. CAHOON
-------------------------------
Arthur L. Cahoon
<PAGE> 1
EXHIBIT 4.5
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is dated as of the 1st day of April, 1996,
by and between THE PRISM NETWORK, a Florida corporation (the "Company"), and
John A. Tucker (the "Optionee").
1. Definitions.
1.1 "Affiliate" means any entity controlling, controlled
by or under common control with the Company.
1.2 "Board" means the Board of Directors of the Company.
1.3 "Common Stock" means the shares of common stock, par
value $0.01 per share, of the Company.
1.4 "Exercise Price" means $1.74479 per Option Share,
which the Board has determined to be the per share fair market value of the
Common Stock as of the date of this Agreement.
1.5 "Option Shares" has the meaning ascribed to it in
Section 2.
1.6 "Options" has the meaning ascribed to it in
Section 2.
2. Grant; Number of Shares. The Company hereby grants to the
Optionee options (the "Options") to purchase an aggregate of twenty-five
thousand (25,000) shares (the "Option Shares") of Common Stock at the Exercise
Price, on the terms and subject to the conditions set forth herein. The Options
are not intended to be "incentive stock options" as defined in Section 422 of
the Internal Revenue Code of 1986, as amended. The Optionee shall not have any
of the rights of a shareholder of the Company with respect to any Option Shares
unless and until the Optionee has paid the Exercise Price with respect thereto
and the conditions set forth in Section 4 have been satisfied.
3. Termination. The Options will terminate upon the earliest of
(i) the full exercise of the Options, or (ii) ten (10) years from the date of
this Stock Option Agreement.
4. Exercise of Options.
4.1 Exercisability. The Options shall be exercisable
immediately upon the execution of this Stock Option Agreement.
4.2 Notice. The Optionee may exercise vested Options by
delivering written notice of such exercise to the Company, accompanied by
payment of the Exercise Price as described in Section 4.3. Such written notice
shall be deemed sufficient for this purpose only if delivered to the Company at
its principal office and only if such written notice states the number of
Options being exercised. The date of exercise of the Options with respect
<PAGE> 2
to the Option Shares specified in the notice shall be the date on which the
Company receives the notice and payment.
4.3 Payment and Other Conditions. On the exercise of any
Option, the written notice described in Section 4.2 must be accompanied by a
check payable to the Company, in the amount of the Exercise Price of all Option
Shares purchased pursuant to such exercise of the Options and an amount equal to
the federal, state and local taxes, if any, required to be withheld as a result
of such exercise. At Optionee's written election delivered as part of the
written notice described in Section 4.2, all or any portion of the Exercise
Price and applicable taxes due to the Company may be paid by reducing the number
of Option Shares issued upon such exercise by the number of whole Option Shares
having a fair market value, as determined by the Board, on the date of exercise
most nearly equal to (but not in excess of) the amount due to the Company, and
any remaining balance shall be paid by check.
Upon the request of the Company, the Optionee shall return this Stock
Option Agreement to the Company and the Company may endorse thereon a notation
of the exercise and return this Stock Option Agreement to the Optionee.
4.4 Issuance of Stock Certificates. Upon satisfaction of
the conditions of Sections 4.2 and 4.3, the Company shall promptly deliver to
the Optionee a certificate or certificates for the number of shares of Common
Stock in respect of which Options have been exercised, legended to reflect the
agreements and conditions applicable to such Shares referred to in Section 6 and
such other restrictions as the Board shall reasonably determine or are required
by applicable law. The Certificate legend shall also reflect the Shareholder
Agreement dated April 1, 1996 signed by Optionee, and which agreement shall
continue to govern the Optionee's rights with regard to said stock.
5. Nontransferability of Options. No Option shall be transferable
by the Optionee otherwise than by will or the laws of descent and distribution.
6. Specific Restrictions Upon Option Shares. The Optionee hereby
agrees with the Company that the Optionee shall acquire the Option Shares for
investment purposes only and not with a view to resale or other distribution
thereof to the public in violation of the Securities Act of 1933, as amended
(the "Securities Act"), and shall not dispose of any Option Shares in any
transaction which, in the opinion of counsel to the Company, would violate the
Securities Act, or the rules and regulations thereunder, or any applicable state
securities or "blue sky" laws.
7. Adjustment in Shares Subject to the Option. In the event of a
merger or consolidation of the Company in which the Company is not the surviving
corporation and in which the consideration received by holders of Common Stock
consists of securities of the surviving corporation or any affiliate, or in the
event of a
<PAGE> 3
statutory share exchange (each a "Transaction"), (i) the Option shall
automatically become exercisable for that number of securities (rounded to the
near whole share) that the Optionee would have received in the Transaction had
the Optionee exercised the Options immediately prior to the Transaction and
participated in the Transaction as a holder of Common Stock, and (ii) the
Exercise Price per new security shall be adjusted proportionately. For example,
if as a result of the Transaction two shares of common stock of the surviving
corporation are issued with respect to each share of Common Stock outstanding
immediately prior to the Transaction, (i) each Option Share issuable upon
exercise of the Options shall consist after the Transaction of two shares of
common stock of the surviving corporation, and (ii) the exercise price per share
after the Transaction shall be reduced to one half of the exercise price in
effect immediately prior to the Transaction. In addition, in the event that the
Board shall determine that any dividend or other distribution (whether in the
form of cash, stock of the Company, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, sale of substantially all the Company's assets, split-up,
spin-off, combination, repurchase, or exchange of securities of the Company, or
other similar corporate transaction or event, affects the Option Shares issuable
on exercise of the Option such that an adjustment is determined by the Board to
be appropriate in order to prevent dilution or enlargement of the benefit or
potential benefit intended to be made available under this Agreement, then the
Board shall, in such manner as it may deem equitable, adjust the number and type
of Option Shares awarded pursuant to this Stock Option Agreement and/or the
terms, conditions, or restrictions of this Stock Option Agreement.
8. Registration of Shares; Limitations on Exercisability.
Anything in this Stock Option Agreement to the contrary notwithstanding, the
obligation of the Company to sell or deliver shares of Common Stock with respect
to the Options shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, securities exchange
rules, or listing requirements and the obtaining of all approvals by
governmental agencies as may be deemed necessary by the Board, and the Company
shall use its reasonable efforts to take all necessary actions to comply with
such requirements.
9. Notices. Any notice required or permitted under this Stock
Option Agreement shall be given at the address for each party indicated on the
signature page hereof.
10. Successors and Assigns. Neither this Agreement nor any Options
granted hereunder may be assigned except by will or the laws of descent and
distribution, and during Optionee's lifetime Options may be exercised only by
Optionee. This Agreement shall be binding on Optionee's permitted assignees.
11. Miscellaneous. No provisions of this Stock Option Agreement
may be modified, waived or discharged unless such
<PAGE> 4
modification, waiver or discharge is agreed to in writing signed by both the
Optionee and such officer of the Company as may be specifically designated by
the Board. No waiver by either party hereto at any time of (i) any breach by the
other party hereto of, or (ii) compliance with, any condition or provision of
this Stock Option Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar conditions or provisions at the same time or
at any prior or subsequent time. The validity, interpretation, construction and
performance of this Stock Option Agreement shall be governed by the laws of the
state of Florida without regard to its conflicts of law principles.
12. Severability. The invalidity or unenforceability of any
provision or provisions of this Stock Option Agreement shall not affect the
validity or enforceability of any other provision of this Stock Option
Agreement, which shall remain in full force and effect.
13. Counterparts. This Stock Option Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
14. Entire Agreement. This Stock Option Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any party hereto or by any officer, employee or representative of
any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled.
IN WITNESS WHEREOF, the parties have executed this Stock Option
Agreement on the day and year first above written.
THE PRISM NETWORK, INC.,
a Florida corporation
By: /s/ JAMES W. SOUTHERLAND, JR.
--------------------------------
James W. Southerland, Jr.
Its: President
/s/ JOHN A. TUCKER
-------------------------------
John A. Tucker
<PAGE> 1
EXHIBIT 4.6
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is dated as of the 1st day of April, 1996,
by and between THE PRISM NETWORK, a Florida corporation (the "Company"), and Jim
Winston (the "Optionee").
1. Definitions.
1.1 "Affiliate" means any entity controlling, controlled
by or under common control with the Company.
1.2 "Board" means the Board of Directors of the Company.
1.3 "Common Stock" means the shares of common stock, par
value $0.01 per share, of the Company.
1.4 "Exercise Price" means $1.74479 per Option Share,
which the Board has determined to be the per share fair market value of the
Common Stock as of the date of this Agreement.
1.5 "Option Shares" has the meaning ascribed to it in
Section 2.
1.6 "Options" has the meaning ascribed to it in
Section 2.
2. Grant; Number of Shares. The Company hereby grants to the
Optionee options (the "Options") to purchase an aggregate of ten thousand
(10,000) shares (the "Option Shares") of Common Stock at the Exercise Price, on
the terms and subject to the conditions set forth herein. The Options are not
intended to be "incentive stock options" as defined in Section 422 of the
Internal Revenue Code of 1986, as amended. The Optionee shall not have any of
the rights of a shareholder of the Company with respect to any Option Shares
unless and until the Optionee has paid the Exercise Price with respect thereto
and the conditions set forth in Section 4 have been satisfied.
3. Termination. The Options will terminate upon the earliest of
(i) the full exercise of the Options, or (ii) ten (10) years from the date of
this Stock Option Agreement.
4. Exercise of Options.
4.1 Exercisability. The Options shall be exercisable
immediately upon the execution of this Stock Option Agreement.
4.2 Notice. The Optionee may exercise vested Options by
delivering written notice of such exercise to the Company, accompanied by
payment of the Exercise Price as described in Section 4.3. Such written notice
shall be deemed sufficient for this purpose only if delivered to the Company at
its principal office and only if such written notice states the number of
Options being exercised. The date of exercise of the Options with respect
<PAGE> 2
to the Option Shares specified in the notice shall be the date on which the
Company receives the notice and payment.
4.3 Payment and Other Conditions. On the exercise of any
Option, the written notice described in Section 4.2 must be accompanied by a
check payable to the Company, in the amount of the Exercise Price of all Option
Shares purchased pursuant to such exercise of the Options and an amount equal to
the federal, state and local taxes, if any, required to be withheld as a result
of such exercise. At Optionee's written election delivered as part of the
written notice described in Section 4.2, all or any portion of the Exercise
Price and applicable taxes due to the Company may be paid by reducing the number
of Option Shares issued upon such exercise by the number of whole Option Shares
having a fair market value, as determined by the Board, on the date of exercise
most nearly equal to (but not in excess of) the amount due to the Company, and
any remaining balance shall be paid by check.
Upon the request of the Company, the Optionee shall return this Stock
Option Agreement to the Company and the Company may endorse thereon a notation
of the exercise and return this Stock Option Agreement to the Optionee.
4.4 Issuance of Stock Certificates. Upon satisfaction of
the conditions of Sections 4.2 and 4.3, the Company shall promptly deliver to
the Optionee a certificate or certificates for the number of shares of Common
Stock in respect of which Options have been exercised, legended to reflect the
agreements and conditions applicable to such Shares referred to in Section 6 and
such other restrictions as the Board shall reasonably determine or are required
by applicable law. The Certificate legend shall also reflect the Shareholder
Agreement dated April 1, 1996 signed by Optionee, and which agreement shall
continue to govern the Optionee's rights with regard to said stock.
5. Nontransferability of Options. No Option shall be transferable
by the Optionee otherwise than by will or the laws of descent and distribution.
6. Specific Restrictions Upon Option Shares. The Optionee hereby
agrees with the Company that the Optionee shall acquire the Option Shares for
investment purposes only and not with a view to resale or other distribution
thereof to the public in violation of the Securities Act of 1933, as amended
(the "Securities Act"), and shall not dispose of any Option Shares in any
transaction which, in the opinion of counsel to the Company, would violate the
Securities Act, or the rules and regulations thereunder, or any applicable state
securities or "blue sky" laws.
7. Adjustment in Shares Subject to the Option. In the event of a
merger or consolidation of the Company in which the Company is not the surviving
corporation and in which the consideration received by holders of Common Stock
consists of securities of the surviving corporation or any affiliate, or in the
event of a
<PAGE> 3
statutory share exchange (each a "Transaction"), (i) the Option shall
automatically become exercisable for that number of securities (rounded to the
near whole share) that the Optionee would have received in the Transaction had
the Optionee exercised the Options immediately prior to the Transaction and
participated in the Transaction as a holder of Common Stock, and (ii) the
Exercise Price per new security shall be adjusted proportionately. For example,
if as a result of the Transaction two shares of common stock of the surviving
corporation are issued with respect to each share of Common Stock outstanding
immediately prior to the Transaction, (i) each Option Share issuable upon
exercise of the Options shall consist after the Transaction of two shams of
common stock of the surviving corporation, and (ii) the exercise price per share
after the Transaction shall be reduced to one half of the exercise price in
effect immediately prior to the Transaction. In addition, in the event that the
Board shall determine that any dividend or other distribution (whether in the
form of cash, stock of the Company, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, sale of substantially all the Company's assets, split-up,
spin-off, combination, repurchase, or exchange of securities of the Company, or
other similar corporate transaction or event, affects the Option Shares issuable
on exercise of the Option such that an adjustment is determined by the Board to
be appropriate in order to prevent dilution or enlargement of the benefit or
potential benefit intended to be made available under this Agreement, then the
Board shall, in such manner as it may deem equitable, adjust the number and type
of Option Shares awarded pursuant to this Stock Option Agreement and/or the
terms, conditions, or restrictions of this Stock Option Agreement.
8. Registration of Shares; Limitations on Exercisability.
Anything in this Stock Option Agreement to the contrary notwithstanding, the
obligation of the Company to sell or deliver shares of Common Stock with respect
to the Options shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, securities exchange
rules, or listing requirements and the obtaining of all approvals by
governmental agencies as may be deemed necessary by the Board, and the Company
shall use its reasonable efforts to take all necessary actions to comply with
such requirements.
9. Notices. Any notice required or permitted under this Stock
Option Agreement shall be given at the address for each party indicated on the
signature page hereof.
10. Successors and Assigns. Neither this Agreement nor any Options
granted hereunder may be assigned except by will or the laws of descent and
distribution, and during Optionee's lifetime Options may be exercised only by
Optionee. This Agreement shall be binding on Optionee's permitted assignees.
11. Miscellaneous. No provisions of this Stock Option Agreement
may be modified, waived or discharged unless such
<PAGE> 4
modification, waiver or discharge is agreed to in writing signed by both the
Optionee and such officer of the Company as may be specifically designated by
the Board. No waiver by either party hereto at any time of (i) any breach by the
other party hereto of, or (ii) compliance with, any condition or provision of
this Stock Option Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar conditions or provisions at the same time or
at any prior or subsequent time. The validity, interpretation, construction and
performance of this Stock Option Agreement shall be governed by the laws of the
state of Florida without regard to its conflicts of law principles.
12. Severability. The invalidity or unenforceability of any
provision or provisions of this Stock Option Agreement shall not affect the
validity or enforceability of any other provision of this Stock Option
Agreement, which shall remain in full force and effect.
13. Counterparts. This Stock Option Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
14. Entire Agreement. This Stock Option Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any party hereto or by any officer, employee or representative of
any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled.
IN WITNESS WHEREOF, the parties have executed this Stock Option
Agreement on the day and year first above written.
THE PRISM NETWORK, INC.,
a Florida corporation
By: /s/ JAMES W. SOUTHERLAND, JR.
--------------------------------
James W. Southerland, Jr.
Its: President
/s/ JAMES H. WINSTON
-------------------------------
Jim Winston
<PAGE> 1
EXHIBIT 4.7
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is dated as of the 1st day of April, 1996,
by and between THE PRISM NETWORK, a Florida corporation (the "Company"), and
Eric Ordway (the "Optionee").
1. Definitions.
1.1 "Affiliate" means any entity controlling, controlled
by or under common control with the Company.
1.2 "Board" means the Board of Directors of the Company.
1.3 "Common Stock" means the shares of common stock, par
value $0.01 per share, of the Company.
1.4 "Exercise Price" means $1.74479 per Option Share,
which the Board has determined to be the per share fair market value of the
Common Stock as of the date of this Agreement.
1.5 "Option Shares" has the meaning ascribed to it in
Section 2.
1.6 "Options" has the meaning ascribed to it in Section
2.
2. Grant; Number of Shares. The Company hereby grants to the
Optionee options (the "Options") to purchase an aggregate of thirty thousand
(30,000) shares (the "Option Shares") of Common Stock at the Exercise Price, on
the terms and subject to the conditions set forth herein. The Options are not
intended to be "incentive stock options" as defined in Section 422 of the
Internal Revenue Code of 1986, as amended. The Optionee shall not have any of
the rights of a shareholder of the Company with respect to any Option Shares
unless and until the Optionee has paid the Exercise Price with respect thereto
and the conditions set forth in Section 4 have been satisfied.
3. Termination. The Options will terminate upon the earliest of
(i) the full exercise of the Options, or (ii) ten (10) years from the date of
this Stock Option Agreement.
4. Exercise of Options.
4.1 Exercisability. The Options shall be exercisable 33
1/3% per year for each full year of Optionee's employment with the Company
following the execution of this Stock Option Agreement. Thus, on April 1, 1997,
if Optionee has completed one full year of employment with Company, he may
exercise 33 1/3% of his Options; after three complete years of employment with
the Company after April 1, 1996, Optionee shall be entitled to exercise all
Options. Optionee understands, agrees and acknowledges that this exercisability
schedule does not create any right of employment in favor of Optionee, who
remains an employee at will of the Company and subject to termination of
employment at any time without cause.
<PAGE> 2
4.2 Notice. The Optionee may exercise vested Options by
delivering written notice of such exercise to the Company, accompanied by
payment of the Exercise Price as described in Section 4.3. Such written notice
shall be deemed sufficient for this purpose only if delivered to the Company at
its principal office and only if such written notice states the number of
Options being exercised. The date of exercise of the Options with respect to the
Option Shares specified in the notice shall be the date on which the Company
receives the notice and payment.
4.3 Payment and Other Conditions. On the exercise of any
Option, the written notice described in Section 4.2 must be accompanied by a
check payable to the Company, in the amount of the Exercise Price of all Option
Shares purchased pursuant to such exercise of the Options and an amount equal to
the federal, state and local taxes, if any, required to be withheld as a result
of such exercise. At Optionee's written election delivered as part of the
written notice described in Section 4.2, all or any portion of the Exercise
Price and applicable taxes clue to the Company may be paid by reducing the
number of Option Shares issued upon such exercise by the number of whole Option
Shares having a fair market value, as determined by the Board, on the date of
exercise most nearly equal to (but not in excess of) the amount clue to the
Company, and any remaining balance shall be paid by check.
Upon the request of the Company, the Optionee shall return this Stock
Option Agreement to the Company and the Company may endorse thereon a notation
of the exercise and return this Stock Option Agreement to the Optionee.
Also, as an express condition to the exercise of any option, Optionee
shall first execute the Shareholder Agreement dated April 1, 1996 by and between
the Company and its various shareholders, and agree to be bound as a "Plan
Shareholder" by the provisions therein.
4.4 Issuance of Stock Certificates. Upon satisfaction of
the conditions of Sections 4.2 and 4.3, the Company shall promptly deliver to
the Optionee a certificate or certificates for the number of shares of Common
Stock in respect of which Options have been exercised, legended to reflect the
agreements and conditions applicable to such Shares referred to in Section 6 and
such other restrictions as the Board shall reasonably determine or are required
by applicable law. The Certificate legend shall also reflect the Shareholder
Agreement referenced in Section 4.3 above, which agreement shall continue to
govern the Optionee's rights with regard to said stock.
5. Nontransferability of Options. No Option shall be transferable
by the Optionee otherwise than by will or the laws of descent and distribution.
<PAGE> 3
6. Specific Restrictions Upon Option Shares. The Optionee hereby
agrees with the Company that the Optionee shall acquire the Option Shares for
investment purposes only and not with a view to resale or other distribution
thereof to the public in violation of the Securities Act of 1933, as amended
(the "Securities Act"), and shall not dispose of any Option Shares in any
transaction which, in the opinion of counsel to the Company, would violate the
Securities Act, or the rules and regulations thereunder, or any applicable state
securities or "blue sky" laws.
7. Adjustment in Shares Subject to the Option. In the event of a
merger or consolidation of the Company in which the Company is not the surviving
corporation and in which the consideration received by holders of Common Stock
consists of securities of the surviving corporation or any affiliate, or in the
event of a statutory share exchange (each a "Transaction"), (i) the Option shall
automatically become exercisable for that number of securities (rounded to the
near whole share) that the Optionee would have received in the Transaction had
the Optionee exercised the Options immediately prior to the Transaction and
participated in the Transaction as a holder of Common Stock, and (ii) the
Exercise Price per new security shall be adjusted proportionately. For example,
if as a result of the Transaction two shares of common stock of the surviving
corporation are issued with respect to each share of Common Stock outstanding
immediately prior to the Transaction, (i) each Option Share issuable upon
exercise of the Options shall consist after the Transaction of two shares of
common stock of the surviving corporation, and (ii) the exercise price per share
after the Transaction shall be reduced to one half of the exercise price in
effect immediately prior to the Transaction. In addition, in the event that the
Board shall determine that any dividend or other distribution (whether in the
form of cash, stock of the Company, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, sale of substantially all the Company's assets, split-up,
spin-off, combination, repurchase, or exchange of securities of the Company, or
other similar corporate transaction or event, affects the Option Shares issuable
on exercise of the Option such that an adjustment is determined by the Board to
be appropriate in order to prevent dilution or enlargement of the benefit or
potential benefit intended to be made available under this Agreement, then the
Board shall, in such manner as it may-deem equitable, adjust the number and type
of Option Shares awarded pursuant to this Stock Option Agreement and/or the
terms, conditions, or restrictions of this Stock Option Agreement.
8. Registration of Shares; Limitations on Exercisability.
Anything in this Stock Option Agreement to the contrary notwithstanding, the
obligation of the Company to sell or deliver shares of Common Stock with respect
to the Options shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, securities exchange
rules, or listing requirements and the obtaining of all approvals by
governmental agencies as may be deemed necessary by the Board,
<PAGE> 4
and the Company shall use its reasonable efforts to take all necessary actions
to comply with such requirements.
9. Notices. Any notice required or permitted under this Stock
Option Agreement shall be given at the address for each party indicated on the
signature page hereof.
10. Successors and Assigns. Neither this Agreement nor any Options
granted hereunder may be assigned except by will or the laws of descent and
distribution, and during Optionee's lifetime Options may be exercised only by
Optionee. This Agreement shall be binding on Optionee's permitted assignees.
11. Miscellaneous. No provisions of this Stock Option Agreement
may be modified, waived or discharged unless such modification, waiver or
discharge is agreed to in writing signed by both the Optionee and such officer
of the Company as may be specifically designated by the Board. No waiver by
either party hereto at any time of (i) any breach by the other party hereto of,
or (ii) compliance with, any condition or provision of this Stock Option
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar conditions or provisions at the same time or at any prior
or subsequent time. The validity, interpretation, construction and performance
of this Stock Option Agreement shall be governed by the laws of the state of
Florida without regard to its conflicts of law principles.
12. Severability. The invalidity or unenforceability of any
provision or provisions of this Stock Option Agreement shall not affect the
validity or enforceability of any other provision of this Stock Option
Agreement, which shall remain in full force and effect.
13. Counterparts. This Stock Option Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
14. Entire Agreement. This Stock Option Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any party hereto or by any officer, employee or representative of
any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled.
<PAGE> 5
IN WITNESS WHEREOF, the parties have executed this Stock Option
Agreement on the day and year first above written.
THE PRISM NETWORK, INC.,
a Florida corporation
By: /s/ JAMES W. SOUTHERLAND, JR.
--------------------------------
James W. Southerland, Jr.
Its: President
/s/ ERIC ORDWAY
-------------------------------
Eric Ordway
<PAGE> 1
EXHIBIT 4.8
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is dated as of the 1st day of April, 1996,
by and between THE PRISM NETWORK, a Florida corporation (the "Company"), and Tom
Blanchard (the "Optionee").
1. Definitions.
1.1 "Affiliate" means any entity controlling, controlled
by or under common control with the Company.
1.2 "Board" means the Board of Directors of the Company.
1.3 "Common Stock" means the shares of common stock, par
value $0.01 per share, of the Company.
1.4 "Exercise Price" means $1.74479 per Option Share,
which the Board has determined to be the per share fair market value of the
Common Stock as of the date of' this Agreement.
1.5 "Option Shares" has the meaning ascribed to it in
Section 2.
1.6 "Options" has the meaning ascribed to it in Section
2.
2. Grant; Number of Shares. The Company hereby grants to the
Optionee options (the "Options") to purchase an aggregate of twenty thousand
(20,000) shares (the "Option Shares") of Common Stock at the Exercise Price, on
the terms and subject to the conditions set forth herein. The Options are not
intended to be "incentive stock options" as defined in Section 422 of the
Internal Revenue Code of 1986, as amended. The Optionee shall not have any of
the rights of a shareholder of the Company with respect to any Option Share
unless and until the Optionee has paid the Exercise Price with respect thereto
and the conditions set forth in Section 4 have been satisfied.
3. Termination. The Options will terminate upon the earliest of
(i) the full exercise of the Options, or (ii) ten (10) years from the date of
this Stock Option Agreement.
4. Exercise of Options.
4.1 Exercisability. The Options shall be exercisable 20%
per year for each full year of Optionee's employment with the Company following
the execution of this Stock Option Agreement. Thus, on April 1, 1997, if
Optionee has completed one full year of employment with Company, he may exercise
20% of his Options; after five complete years of employment with the Company
after April 1, 1996, Optionee shall be entitled to exercise all Options.
Optionee understands, agrees and acknowledges that this exercisability schedule
does not create any right of employment in favor of Optionee, who remains an
employee at will of the Company and subject to termination of employment at any
time without cause.
<PAGE> 2
4.2 Notice. The Optionee may exercise vested Options by
delivering written notice of such exercise to the Company, accompanied by
payment of the Exercise Price as described in Section 4.3. Such written notice
shall be deemed sufficient for this purpose only if delivered to the Company at
its principal office and only if such written notice states the number of
Options being exercised. The date of exercise of the Options with respect to the
Option Shares specified in the notice shall be the date on which the Company
receives the notice and payment.
4.3 Payment and Other Conditions. On the exercise of any
Option, the written notice described in Section 4.2 must be accompanied by a
check payable to the Company, in the amount of the Exercise Price of all Option
Shares purchased pursuant to such exercise of the Options and an amount equal to
the federal, state and local taxes, if any, required to be withheld as a result
of such exercise. At Optionee's written election delivered as part of the
written notice described in Section 4.2, all or any portion of the Exercise
Price and applicable taxes due to the Company may be paid by reducing the number
of Option Shares issued upon such exercise by the number of whole Option Shares
having a fair market value, as determined by the Board, on the date of exercise
most nearly equal to (but not in excess of) the amount due to the Company, and
any remaining balance shall be paid by check.
Upon the request of the Company, the Optionee shall return this Stock
Option Agreement to the Company and the Company may endorse thereon a notation
of the exercise and return this Stock Option Agreement to the Optionee.
Also, as an express condition to the exercise of any option, Optionee
shall first execute the Shareholder Agreement dated April 1, 1996 by and between
the Company and its various shareholders, and agree to be bound as a "Plan
Shareholder" by the provisions therein.
4.4. Issuance of Stock Certificates. Upon satisfaction of
the conditions of Sections 4.2 and 4.3, the Company shall promptly deliver to
the Optionee a certificate or certificates for the number of shares of Common
Stock in respect of which Options have been exercised, legended to reflect the
agreements and conditions applicable to such Shares referred to in Section 6 and
such other restrictions as the Board shall reasonably determine or are required
by applicable law. The Certificate legend shall also reflect the Shareholder
Agreement referenced in Section 4.3 above, which agreement shall continue to
govern the Optionee's rights with regard to said stock.
5. Nontransferability of Options. No Option shall be transferable
by the Optionee otherwise than by will or the laws of descent and distribution.
<PAGE> 3
6. Specific Restrictions Upon Option Shares. The Optionee hereby
agrees with the Company that the Optionee shall acquire the Option Shares for
investment purposes only and not with a view to resale or other distribution
thereof to the public in violation of the Securities Act of 1933, as amended
(the "Securities Act"), and shall not dispose of any Option Shares in any
transaction which, in the opinion of counsel to the Company, would violate the
Securities Act, or the rules and regulations thereunder, or any applicable state
securities or "blue sky" laws.
7. Adjustment in Shares Subject to the Option. In the event of a
merger or consolidation of the Company in which the Company is not the surviving
corporation and in which the consideration received by holders of Common Stock
consists of securities of the surviving corporation or any affiliate, or in the
event of a statutory share exchange (each a "Transaction"), (i) the Option shall
automatically become exercisable for that number of securities (rounded to the
near whole share) that the Optionee would have received in the Transaction had
the Optionee exercised the Options immediately prior to the Transaction and
participated in the Transaction as a holder of Common Stock, and (ii) the
Exercise Price per new security shall be adjusted proportionately. For example,
if as a result of the Transaction two shares of common stock of the surviving
corporation are issued with respect to each share of Common Stock outstanding
immediately prior to the Transaction, (i) each Option Share issuable upon
exercise of the Options shall consist after the Transaction of two shares of
common stock of the surviving corporation, and (ii) the exercise price per share
after the Transaction shall be reduced to one half of the exercise price in
effect immediately prior to the Transaction. In addition, in the event that the
Board shall determine that any dividend or other distribution (whether in the
form of cash, stock of the Company, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, sale of substantially all the Company's assets, split-up,
spin-off, combination, repurchase, or exchange of securities of the Company, or
other similar corporate transaction or event, affects the Option Shares issuable
on exercise of the Option such that an adjustment is determined by the Board to
be appropriate in order to prevent dilution or enlargement of the benefit or
potential benefit intended to be made available under this Agreement, then the
Board shall, in such manner as it may deem equitable, adjust the number and type
of Option Shares awarded pursuant to this Stock Option Agreement and/or the
terms, conditions, or restrictions of this Stock Option Agreement.
8. Registration of Shares; Limitations on Exercisability.
Anything in this Stock Option Agreement to the contrary notwithstanding, the
obligation of the Company to sell or deliver shares of Common Stock with respect
to the Options shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, securities exchange
rules, or listing requirements and the obtaining of all approvals by
governmental agencies as may be deemed necessary by the Board,
<PAGE> 4
and the Company shall use its reasonable efforts to take all necessary actions
to comply with such requirements.
9. Notices. Any notice required or permitted under this Stock
Option Agreement shall be given at the address for each party indicated on the
signature page hereof.
10. Successors and Assigns. Neither this Agreement nor any Options
granted hereunder may be assigned except by will or the laws of descent and
distribution, and during Optionee's lifetime Options may be exercised only by
Optionee. This Agreement shall be binding on Optionee's permitted assignees.
11. Miscellaneous. No provisions of this Stock Option Agreement
may be modified, waived or discharged unless such modification, waiver or
discharge is agreed to in writing signed by both the Optionee and such officer
of the Company as may be specifically designated by the Board. No waiver by
either party hereto at any time of (i) any breach by the other party hereto of,
or (ii) compliance with, any condition or provision of this Stock Option
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar conditions or provisions at the same time or at any prior
or subsequent time. The validity, interpretation, construction and performance
of this Stock Option Agreement shall be governed by the laws of the state of
Florida without regard to its conflicts of law principles.
12. Severability. The invalidity or unenforceability of any
provision or provisions of this Stock Option Agreement shall not affect the
validity or enforceability of any other provision of this Stock Option
Agreement, which shall remain in full force and effect.
13. Counterparts. This Stock Option Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
14. Entire Agreement. This Stock Option Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any party hereto or by any officer, employee or representative of
any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled.
<PAGE> 5
IN WITNESS WHEREOF, the parties have executed this Stock Option
Agreement on the day and year first above written.
THE PRISM NETWORK, INC.,
a Florida corporation
By: /s/ JAMES W. SOUTHERLAND, JR.
--------------------------------
James W. Southerland, Jr.
Its: President
/s/ TOM BLANCHARD
-------------------------------
Tom Blanchard
<PAGE> 1
EXHIBIT 4.9
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is dated as of the 7th day of June, 1999,
by and between THE PRISM NETWORK, INC., a Florida corporation (the "Company"),
and Bradley J. Walsh (the "Optionee").
1. Definitions.
1.1 "Acceleration Event" means (i)any person (including
any group of persons acting in concert) other than an Existing Security Holder
acquires more than fifty percent (50%) of the combined voting power of the
Company's securities on a fully diluted basis (assuming the exercise or
conversion of all outstanding options and convertible securities), (ii) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, the assets of the Company,
(iii) upon the effectiveness of any merger, consolidation, statutory share
exchange, reorganization or similar event (a "Business Combination") of the
Company in which the Company is not the continuing or surviving corporation or
pursuant to which the Common Stock will be converted into cash, securities or
other property, other than a Business Combination in which the holders of more
than fifty percent (50%) of the Common Stock on a fully diluted basis (assuming
the exercise or conversion of all outstanding options and convertible
securities) immediately prior to such Business Combination own, directly or
indirectly, more than fifty percent (50%) of the combined voting power of the
voting securities of the entity resulting from such Business Combination on a
fully diluted basis (assuming the exercise or conversion of all outstanding
options and convertible securities), or (iv) the Company's shareholders approve
any plan or proposal for the liquidation or dissolution of the Company.
1.2 "Affiliate" means any entity controlling, controlled
by or under common control with the Company.
1.3 "Board" means the Board of Directors of the Company.
1.4 "Cause" means (i) the failure by the Optionee to
substantially perform his duties as an employee (other than by reason of
physical or mental disability) and continuance of such failure for more than 15
days after the Company notifies the Optionee in writing that he is failing to
substantially perform his duties and setting forth the specific facts and
circumstances thereof, it being acknowledged that the term "duties," as used
herein, is not intended to include the attainment of corporate goals, such as
"$1 million of revenues," but rather actions (such as the implementation of the
means to facilitate the attainment of a corporate goal) which are performed by
Optionee, (ii) the Optionee engages in willful misconduct (including, without
limitation, any criminal, fraudulent or dishonest conduct) that is, or is
reasonably likely to be injurious to the Company or any of its Affiliates, (iii)
the Optionee is convicted of and has no
<PAGE> 2
further right to appeal, or enters a plea of nolo contendere to, any crime that
constitutes a felony (exclusive of traffic related offenses), or (iv) the
Optionee materially breaches any written agreement with the Company or any of
its Affiliates not to disclose any information pertaining to the Company or any
of its Affiliates or not to compete against or interfere with the business of
the Company or any of its Affiliates and, if such breach is capable of cure,
fails to cure the same within 15 days after written notice thereof from the
Company.
1.5 "Common Stock" means the shares of common stock, par
value $0.01 per share, of the Company.
1.6 "Exercise Price" means $1.75 per Option Share, which
the Board has determined to be the per share fair market value of the Common
Stock as of the date of this Agreement.
1.7 "Existing Security Holder" means James W.
Southerland, Jr., Rock Creek Partners, Ltd., Chartwell Capital Investors, L.P.,
Chartwell Capital Investors II, L.P. and any Affiliate to whom an Existing
Security Holder may transfer common stock or options or other securities which
are exercisable for or convertible into common stock of the Company (including
equity owners of an Existing Security Holder that makes a pro rata distribution
of securities to its owners).
1.8 "Option Shares" has the meaning ascribed to it in
Section 2.
1.9 "Options" has the meaning ascribed to it in section
2.
2. Grant: Number of Shares. The Company hereby grants to the
Optionee options (the "Options") to purchase an aggregate of twenty thousand
(20,000) shares (the "Option Shares") of Common Stock at the Exercise Price, on
the terms and subject to the conditions set forth herein. The Options are not
intended to be "incentive stock options" as defined in Section 422 of the
Internal Revenue Code of 1986, as amended. The Optionee shall not have any of
the rights of a shareholder of the Company with respect to any Option Shares
unless and until the Optionee has paid the Exercise Price with respect thereto
and the conditions set forth in Section 4 have been satisfied.
3. Termination. The Options will terminate upon the earliest of
(i) the full exercise of the Options, (ii) ten (10) years from the date of this
Stock Option Agreement, (iii) six months after termination of the Optionee's
employment with the Company and all of its subsidiaries for any reason other
than Cause, or (iv) termination by the Company of the Optionee's employment with
the Company or any subsidiary for Cause.
<PAGE> 3
4. Exercise of Options.
4.1 Exercisability. The Options shall be exercisable 25%
per year for each full year of Optionee's employment from the date of December
14, 1998 provided that on the applicable anniversary date of Optionee's
employment (or the first December 31 to occur thereafter) Optionee has qualified
for at least 90% of his performance bonus relating to the Company's gross
revenues (but excluding performance goals relating to net income) for the
calendar year in which such anniversary date occurs, as such goal is described
in paragraph 2.C. of Optionee's Employment Agreement with the Company dated as
of November 25, 1998. Thus, for example, if on December 14, 1999 (or on December
31, 1999 if not determinable until then), Optionee has qualified for at least
90% of his performance bonus with respect to the Company's gross revenues,
Optionee shall be entitled to exercise 25% of his Options. If Optionee does not
qualify for at least 90% of such performance bonus during any year, the Options
which could have become exercisable during that year shall expire, anything in
Section 3 to the contrary notwithstanding. Thus, if Optionee qualifies for at
least 90% of his performance bonus relating to the Company's gross revenues
during the first three years of his employment but fails to qualify during the
fourth year, he may exercise 75% of his Options at the end of the first three
years, but 25% of his Options will expire at the end of the fourth year. In the
event of an Acceleration Event, all options shall become exercisable immediately
except to the extent, and provided that the Company promptly delivers to
Optionee an opinion of reputable counsel or accounting firm to the effect, that
such exercisability shall constitute an "excess parachute payment" under Section
280G of the Internal Revenue Code of 1986, as amended (or any successor
provision), in which case unvested Options shall become exercisable as to one
share less than that number of whole shares the exercisability of which would
result in an excess parachute payment, and the remainder of the unvested Options
shall become exercisable according to the schedule that would have applied but
for the application of this sentence. Optionee understands, agrees and
acknowledges that this exercisability schedule does not create any right of
employment in favor of Optionee, who remains an employee at will of the Company
and subject to termination of employment at any time without cause.
4.2 Notice. The Optionee may exercise vested Options by
delivering written notice of such exercise to the Company, accompanied by
payment of the Exercise Price as described in Section 4.3. Such written notice
shall be deemed sufficient for this purpose only if delivered to the Company at
its principal office and only if such written notice states the number of
Options being exercised. The date of exercise of the Options with respect to the
Option Shares specified in the notice shall be the date on which the Company
receives the notice and payment.
4.3 Payment and Other Conditions. On the exercise of any
Option, the written notice described in Section 4.2 must be
<PAGE> 4
accompanied by a check payable to the Company, in the amount of the Exercise
Price of all Option Shares purchased pursuant to such exercise of the Options
and an amount equal To the federal, state and local taxes, if any, required to
be withheld as a result of such exercise. At Optionee's written election
delivered as part of the written notice described in Section 4.2, all or any
portion of the Exercise Price and applicable withholding taxes payable by the
Company may be paid by reducing the number of Option Shares issued upon such
exercise by the number of whole Option Shares having a fair market value, as
determined by the Board in good faith (or, if the Common Stock is then trading
on a established public market, as determined pursuant to the following
sentence), on the date of exercise most nearly equal to (but not in excess of)
the amount due to the Company, and any remaining balance shall be paid by check.
If the Common Stock is traded on an established public market, the fair market
value of the Option Shares shall be the average closing price of the Common
Stock during the ten consecutive trading days preceding the date of exercise on
the principal market on which the Common Stock is traded.
Upon the request of the Company, the Optionee shall return this Stock
Option Agreement to the Company and the Company may endorse thereon a notation
of the exercise and return this Stock Option Agreement to the Optionee. Also, as
an express condition to the exercise of any option, Optionee shall first execute
the Shareholder Agreement dated April 1, 1996 by and between the Company and its
various shareholders, and agree to be bound as a "Plan Shareholder," by the
provisions therein.
4.4 Issuance of Stock Certificates. Upon satisfaction of
the conditions of Sections 4.2 and 4.3, the Company shall promptly deliver to
the Optionee a certificate or certificates for the number of shares of Common
Stock in respect of which Options have been exercised, legended to reflect the
agreements and conditions applicable to such Shares referred to in Section 6 for
so long as applicable securities laws require such legend. The Certificate
legend shall also reflect the Shareholder Agreement referenced in SectiOn 4.3
above, which agreement shall continue to govern the Optionee's rights with
regard to said stock, provided, however, that after the occurrence of an
Acceleration Event said legend shall be removed and such Shareholder Agreement
shall not have any further application to any shares of Common Stock issued
pursuant to the Options.
5. Nontransferability of Options. No Option shall be transferable
by the Optionee otherwise than by will or the laws of descent and distribution.
6. Specific Restrictions Upon Option Shares. The Optionee hereby
agrees with the Company that the Optionee shall acquire the Option Shares for
investment purposes only and not with a view to resale or other distribution
thereof to the public in violation of the Securities Act of 1933, as amended
(the "Securities Act"), and shall not dispose of any Option Shares in any
transaction which, in
<PAGE> 5
the opinion of counsel to the Company, would violate the Securities Act, or the
rules and regulations thereunder, or any applicable state securities or "blue
sky" laws.
7. Adjustment in Shares Subject to the Option.
(a) In the event of a merger or consolidation of the Company in
which the Company is not the surviving corporation and in which the
consideration received by holders of Common Stock consists of securities of the
surviving corporation or any affiliate, or in the event of a statutory share
exchange (each a "Transaction"), (i) the Option shall automatically become
exercisable for that number of securities (rounded to the near whole share) that
the Optionee would have received in the Transaction had the Optionee exercised
the Options immediately prior to the Transaction and participated in the
Transaction as a holder of Common Stock, and (ii) the Exercise Price per new
security shall be adjusted proportionately. For example, if as a result of the
Transaction two shares of common stock of the surviving corporation are issued
with respect to each share of Common Stock outstanding immediately prior to the
Transaction, (i) each Option Share issuable upon exercise of the Options shall
consist after the Transaction of two shares of common stock of the surviving
corporation, and (ii) the exercise price per share after the Transaction shall
be reduced to one half of the exercise price in effect immediately prior to the
Transaction.
(b) If the Company shall combine or subdivide its outstanding
shares of Common Stock into a greater or lesser number of shares solely by means
of a forward or reverse stock split or reorganization having the same effect or
increase the number of its outstanding shares of Common Stock into a greater
number of shares by means of a stock dividend, any such event being called a
"Common Stock Reorganization," then (i) the Exercise Price shall be adjusted,
effective immediately after the effective date of such Common Stock
Reorganization, to a price determined by multiplying the Exercise Price in
effect immediately prior to such effective date by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding on such
effective date before giving effect to such Common Stock Reorganization and the
denominator of which shall be the number of shares of Common Stock outstanding
after giving effect to such Common Stock Reorganization, and (ii) the number of
shares of Common Stock subject to purchase upon exercise of the Options shall be
adjusted, effective at such time, to a number determined by multiplying the
number of shares of Common Stock subject to purchase immediately before such
Common Stock Reorganization by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding after giving effect to such Common
Stock Reorganization and the denominator of which shall be the number of shares
of Common Stock outstanding immediately before such Common Stock Reorganization.
(c) In the event that any dividend or other distribution (whether
in the form of cash, stock of the Company, other
<PAGE> 6
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, sale of substantially all the
Company's assets, split-up, spin-off, combination, repurchase, or exchange of
securities of the Company, or other similar corporate transaction or event,
affects the Option Shares issuable on exercise of the Option such that an
adjustment not otherwise provided for herein is required in order to prevent
dilution or enlargement of the benefit or potential benefit intended to be made
available under this Agreement, then the Board shall, in such manner as it in
good faith may deem equitable, adjust the number and type of Option Shares
issuable pursuant to this Stock Option Agreement and/or the terms, conditions or
restrictions of this Stock Option Agreement.
8. Registration of Shares; Limitations on Exercisability.
Anything in this Stock Option Agreement to the contrary notwithstanding, the
obligation of the Company to sell or deliver shares of Common Stock with respect
to the Options shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, securities exchange
rules, or listing requirements and the obtaining of all approvals by
governmental agencies as may be deemed necessary by the Board, and the Company
shall use its reasonable efforts to take all necessary actions to comply with
such requirements.
9. Notices. Any notice required or permitted under this Stock
Option Agreement shall be given at the address for each party indicated on the
signature page thereof.
10. Successors and Assigns. Neither this Agreement nor any Options
granted hereunder may be assigned by Optionee except by will or the laws of
descent and distribution, and during Optionee's lifetime Options may be
exercised only by Optionee. This Agreement shall be binding on Optionee's heirs,
legatees, personal representatives and permitted assignees and on the Company's
successors and assigns (including a purchaser of all or substantially all of the
assets of the Company).
11. Miscellaneous. No provisions of this Stock Option Agreement
may be modified, waived or discharged unless such modification, waiver or
discharge is agreed to in writing signed by both the Optionee and such officer
of the Company as may be specifically designated by the Board. No waiver by
either party hereto at any time of (i) any breach by the other party hereto of,
or (ii) compliance with, any condition or provision of this Stock Option
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar conditions or provisions at the same time or at any prior
or subsequent time. The validity, interpretation, construction and performance
of this Stock Option Agreement shall be governed by the laws of the state of
Florida without regard to its conflicts of law principles.
12. Severability. The invalidity or unenforceability of any
provision or provisions of this Stock Option Agreement shall not
<PAGE> 7
affect the validity or enforceability of any other provision of this Stock
Option Agreement, which shall remain in full force and effect.
13. Counterparts. This Stock Option Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
14. Entire Agreement. This Stock Option Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any party hereto or by any officer, employee or representative of
any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled, including
without limitation Section 2D of the Employment Agreement between the Company
and Optionee.
IN WITNESS WHEREOF, the parties have executed this Stock Option
Agreement on the day and year first above written.
THE PRISM NETWORK, INC.,
a Florida corporation
By: /s/ JAMES W. SOUTHERLAND, JR.
--------------------------------
James W. Southerland, Jr.
Its: President
/s/ B. J. WALSH
-------------------------------
Bradley J. Walsh, Optionee
<PAGE> 1
EXHIBIT 4.10
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is dated as of the 7th day of June, 1999,
by and between THE PRISM NETWORK, INC., a Florida corporation (the "Company"),
and JOHN NORTH (the "Optionee").
1. Definitions.
1.1 "Acceleration Event" means (i) any person (including
any group of persons acting in concert) other than an Existing Security Holder
acquires more than fifty percent (50%) of the combined voting power of the
Company's securities on a fully diluted basis (assuming the exercise or
conversion of all outstanding options and convertible securities), (ii) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, the assets of the Company,
(iii) upon the effectiveness of any merger, consolidation, statutory share
exchange, reorganization or similar event (a "Business Combination") of the
Company in which the Company is not the continuing or surviving corporation or
pursuant to which the Common Stock will be converted into cash, securities or
other property, other than a Business Combination in which the holders of more
than fifty percent (50%) of the Common Stock on a fully diluted basis (assuming
the exercise or conversion of all outstanding options and convertible
securities) immediately prior to such Business Combination own, directly or
indirectly, more than fifty percent (50%) of the combined voting power of the
voting securities of the entity resulting from such Business Combination on a
fully diluted basis (assuming the exercise or conversion of all outstanding
options and convertible securities), or (iv) the Company's shareholders approve
any plan or proposal for the liquidation or dissolution of the Company.
1.2 "Affiliate" means any entity controlling, controlled
by or under common control with the Company.
1.3 "Board" means the Board of Directors of the Company.
1.4 "Cause" means (i) the failure by the Optionee to
substantially perform his duties as an employee (other than by reason of
physical or mental disability) and continuance of such failure for more than 15
days after the Company notifies the Optionee in writing that he is failing to
substantially perform his duties and setting forth the specific facts and
circumstances thereof, it being acknowledged that the term "duties," as used
herein, is not intended to include the attainment of corporate goals, such as
"$1 million of revenues," but rather actions (such as the implementation of the
means to facilitate the attainment of a corporate goal) which are performed by
Optionee, (ii)the Optionee engages in willful misconduct (including, without
limitation, any criminal, fraudulent or dishonest conduct) that is, or is
reasonably likely to be injurious to the Company or any of its Affiliates, (iii)
the Optionee is convicted of and has no further
<PAGE> 2
right to appeal, or enters a plea of nolo contendere to, any crime that
constitutes a felony (exclusive of traffic related offenses), or (iv) the
Optionee materially breaches any written agreement with the Company or any of
its Affiliates not to disclose any information pertaining to the Company or any
of its Affiliates or not to compete against or interfere with the business of
the Company or any of its Affiliates and, if such breach is capable of cure,
fails to cure the same within 15 days after written notice thereof from the
Company.
1.5 "Common Stock" means the shares of common stock, par
value $0.01 per share, of the Company.
1.6 "Exercise Price" means $1.75 per Option Share, which
the Board has determined to be the per share fair market value of the Common
Stock as of the date of this Agreement.
1.7 "Existing Security Holder" means James W.
Southerland, Jr., Rock Creek Partners, Ltd., Chartwell Capital Investors, L.P.,
Chartwell Capital Investors II, L.P. and any Affiliate to whom an Existing
Security Holder may transfer common stock or options or other securities which
are exercisable for or convertible into common stock of the Company (including
equity owners of an Existing Security Holder that makes a pro rata distribution
of securities to its owners).
1.8 "Option Shares" has the meaning ascribed to it in
Section 2.
1.9 "Options" has the meaning ascribed to it in Section
2.
2. Grant: Number of Shares. The Company hereby grants to the
Optionee options (the "Options") to purchase an aggregate of five thousand
(5,000) shares (the "Option Shares") of Common Stock at the Exercise Price, on
the terms and subject to the conditions set forth herein. The Options are not
intended to be "incentive stock options" as defined in Section 422 of the
Internal Revenue Code of 1986, as amended. The Optionee shall not have any of
the rights of a shareholder of the Company with respect to any Option Shares
unless and until the Optionee has paid the Exercise Price with respect thereto
and the conditions set forth in Section 4 have been satisfied.
3. Termination. The Options will terminate upon the earliest of
(i) the full exercise of the Options, (ii) ten (10) years from the date of this
Stock Option Agreement, (iii) six months after termination of the Optionee's
employment with the Company and all of its subsidiaries for any reason other
than Cause, or (iv) termination by the Company of the Optionee's employment with
the Company or any subsidiary for Cause.
<PAGE> 3
4. Exercise of Options.
4.1 Exercisability. The Options shall be exercisable 25%
per year for each full year of Optionee's employment from the date of November
1, 1995. Thus, if Optionee has completed one full year of employment with the
Company, he may exercise 25% of his Options; after four complete years of
employment with the Company after November 1, 1995, Optionee shall be entitled
to exercise all Options. In the event of an Acceleration Event, all options
shall become exercisable immediately except to the extent, and provided that the
Company promptly delivers to Optionee an opinion of reputable counsel or
accounting firm to the effect, that such exercisability shall constitute an
"excess parachute payment" under Section 280G of the Internal Revenue Code of
1986, as amended (or any successor provision), in which case unvested Options
shall become exercisable as to one share less than that number of whole shares
the exercisability of which would result in an excess parachute payment, and the
remainder of the unvested Options shall become exercisable according to the
schedule that would have applied but for the application of this sentence.
Optionee understands, agrees and acknowledges that this exercisability schedule
does not create any right of employment in favor of Optionee, who remains an
employee at will of the Company and subject to termination of employment at any
time without cause.
4.2 Notice. The Optionee may exercise vested Options by
delivering written notice of such exercise to the Company, accompanied by
payment of the Exercise Price as described in Section 4.3. Such written notice
shall be deemed sufficient for this purpose only if delivered to the Company at
its principal office and only if such written notice states the number of
Options being exercised. The date of exercise of the Options with respect to the
Option Shares specified in the notice shall be the date on which the Company
receives the notice and payment.
4.3 Payment and Other Conditions. On the exercise of any
Option, the written notice described in Section 4.2 must be accompanied by a
check payable to the Company, in the amount of the Exercise Price of all Option
Shares purchased pursuant to such exercise of the Options and an amount equal to
the federal, state and local taxes, if any, required to be withheld as a result
of such exercise. At Optionee's written election delivered as part of the
written notice described in Section 4.2, all or any portion of the Exercise
Price and applicable withholding taxes payable by the Company may be paid by
reducing the number of Option Shares issued upon such exercise by the number of
whole Option Shares having a fair market value, as determined by the Board in
good faith (or, if the Common Stock is then trading on a established public
market, as determined pursuant to the following sentence), on the date of
exercise most nearly equal to (but not in excess of) the amount due to the
Company, and any remaining balance shall be paid by check. If the Common Stock
is traded on an established public market, the fair market value of the Option
Shares shall be the average closing price of the Common Stock during the ten
consecutive trading days
<PAGE> 4
preceding the date of exercise on the principal market on which the Common Stock
is traded.
Upon the request of the Company, the Optionee shall return this Stock
Option Agreement to the Company and the Company may endorse thereon a notation
of the exercise and return this Stock Option Agreement to the Optionee. Also, as
an express condition to the exercise of any option, Optionee shall first execute
the Shareholder Agreement dated April 1, 1996 by and between the Company and its
various shareholders, and agree to be bound as a "Plan Shareholder" by the
provisions therein.
4.4 Issuance of Stock Certificates. Upon satisfaction of
the conditions of Sections 4.2 and 4.3, the Company shall promptly deliver to
the Optionee a certificate or certificates for the number of shares of Common
Stock in respect of which Options have been exercised, legended to reflect the
agreements and conditions applicable to such Shares referred to in Section 6 for
so long as applicable securities laws require such legend. The Certificate
legend shall also reflect the Shareholder Agreement referenced in Section 4.3
above, which agreement shall continue to govern the Optionee's rights with
regard to said stock, provided, however, that after the occurrence of an
Acceleration Event said legend shall be removed and such Shareholder Agreement
shall not have any further application to any shares of Common Stock issued
pursuant to the Options.
5. Nontransferability of Options. No Option shall be transferable
by the Optionee otherwise than by will or the laws of descent and distribution.
6. Specific Restrictions Upon Option Shares. The Optionee hereby
agrees with the Company that the Optionee shall acquire the Option Shares for
investment purposes only and not with a view to resale or other distribution
thereof to the public in violation of the Securities Act of 1933, as amended
(the "Securities Act"), and shall not dispose of any Option Shares in any
transaction which, in the opinion of counsel to the Company, would violate the
Securities Act, or the rules and regulations thereunder, or any applicable state
securities or "blue sky" laws.
7. Adjustment in Shares Subject to the Option.
(a) In the event of a merger or consolidation of the Company in
which the Company is not the surviving corporation and in which the
consideration received by holders of Common Stock consists of securities of the
surviving corporation or any affiliate, or in the event of a statutory share
exchange (each a "Transaction"), (i) the Option shall automatically become
exercisable for that number of securities (rounded to the near whole share) that
the Optionee would have received in the Transaction had the Optionee exercised
the Options immediately prior to the Transaction and participated in the
Transaction as a holder of Common Stock, and (ii) the Exercise Price per new
security shall be adjusted proportionately.
<PAGE> 5
For example, if as a result of the Transaction two shares of common stock of the
surviving corporation are issued with respect to each share of Common Stock
outstanding immediately prior to the Transaction, (i) each Option Share issuable
upon exercise of the Options shall consist after the Transaction of two shares
of common stock of the surviving corporation, and (ii) the exercise price per
share after the Transaction shall be reduced to one half of the exercise price
in effect immediately prior to the Transaction.
(b) If the Company shall combine or subdivide its outstanding
shares of Common Stock into a greater or lesser number of shares solely by means
of a forward or reverse stock split or reorganization having the same effect or
increase the number of its outstanding shares of Common Stock into a greater
number of shares by means of a stock dividend, any such event being called a
"Common Stock Reorganization," then (i) the Exercise Price shall be adjusted,
effective immediately after the effective date of such Common Stock
Reorganization, to a price determined by multiplying the Exercise Price in
effect immediately prior to such effective date by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding on such
effective date before giving effect to such Common Stock Reorganization and the
denominator of which shall be the number of shares of Common Stock outstanding
after giving effect to such Common Stock Reorganization, and (ii) the number of
shares of Common Stock subject to purchase upon exercise of the Options shall be
adjusted, effective at such time, to a number determined by multiplying the
number of shares of Common Stock subject to purchase immediately before such
Common Stock Reorganization by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding after giving effect to such Common
Stock Reorganization and the denominator of which shall be the number of shares
of Common Stock outstanding immediately before such Common Stock Reorganization.
(c) In the event that any dividend or other distribution (whether
in the form of cash, stock of the Company, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, sale of substantially all the Company's assets, split-up,
spin-off, combination, repurchase, or exchange of securities of the Company, or
other similar corporate transaction or event, affects the Option Shares issuable
on exercise of the Option such that an adjustment not otherwise provided for
herein is required in order to prevent dilution or enlargement of the benefit or
potential benefit intended to be made available under this Agreement, then the
Board shall, in such manner as it in good faith may deem equitable, adjust the
number and type of Option Shares issuable pursuant to this Stock Option
Agreement and/or the terms, conditions or restrictions of this Stock Option
Agreement.
8. Registration of Shares; Limitations on Exercisability.
Anything in this Stock Option Agreement to the contrary notwithstanding, the
obligation of the Company to sell or deliver
<PAGE> 6
shares of Common Stock with respect to the Options shall be subject to all
applicable laws, rules and regulations, including all applicable federal and
state securities laws, securities exchange rules, or listing requirements and
the obtaining of all approvals by governmental agencies as may be deemed
necessary by the Board, and the Company shall use its reasonable efforts to take
all necessary actions to comply with such requirements.
9. Notices. Any notice required or permitted under this Stock
Option Agreement shall be given at the address for each party indicated on the
signature page thereof.
10. Successors and Assigns. Neither this Agreement nor any Options
granted hereunder may be assigned by Optionee except by will or the laws of
descent and distribution, and during Optionee's lifetime Options may be
exercised only by Optionee. This Agreement shall be binding on Optionee's heirs,
legatees, personal representatives and permitted assignees and on the Company's
successors and assigns (including a purchaser of all or substantially all of the
assets of the Company).
11. Miscellaneous. No provisions of this Stock Option Agreement
may be modified, waived or discharged unless such modification, waiver or
discharge is agreed to in writing signed by both the Optionee and such officer
of the Company as may be specifically designated by the Board. No waiver by
either party hereto at any time of (i) any breach by the other party hereto of,
or (ii) compliance with, any condition or provision of this Stock Option
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar conditions or provisions at the same time or at any prior
or subsequent time. The validity, interpretation, construction and performance
of this Stock Option Agreement shall be governed by the laws of the state of
Florida without regard to its conflicts of law principles.
12. Severability. The invalidity or unenforceability of any
provision or provisions of this Stock Option Agreement shall not affect the
validity or enforceability of any other provision of this Stock Option
Agreement, which shall remain in full force and effect.
13. Counterparts. This Stock Option Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
14. Entire Agreement. This Stock Option Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any party hereto or by any officer, employee or representative of
any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled,
<PAGE> 7
IN WITNESS WHEREOF, the parties have executed this Stock Option
Agreement on the day and year firs above written.
THE PRISM NETWORK, INC.,
a Florida corporation
By: /s/ JAMES W. SOUTHERLAND, JR.
--------------------------------
James W. Southerland, Jr.
Its: President
/s/ JOHN NORTH
-------------------------------
John North, Optionee
<PAGE> 1
EXHIBIT 4.11
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is dated as of the 7th day of June, 1999,
by and between THE PRISM NETWORK, INC., a Florida corporation (the "Company'),
and Melanie C. Triche (the "Optionee").
1. Definitions.
1.1 "Acceleration Event" means (i) any person (including
any group of persons acting in concert) other than an Existing Security Holder
acquires more than fifty percent (50%) of the combined voting power of the
Company's securities on a fully diluted basis (assuming the exercise or
conversion of all outstanding options and convertible securities), (ii) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, the assets of the Company,
(iii) upon the effectiveness of any merger, consolidation, statutory share
exchange, reorganization or similar event (a "Business Combination") of the
Company in which the Company is not the continuing or surviving Corporation or
pursuant to which the Common Stock will be converted into cash, securities or
other property, other than a Business Combination in which the holders of more
than fifty percent (50%) of the Common Stock on a fully diluted basis (assuming
the exercise of conversion of all outstanding options and convertible
securities) immediately prior to such Business Combination own, directly or
indirectly, more than fifty percent (50%) of the combined voting power of the
voting securities of the entity resulting from such Business Combination on a
fully diluted basis (assuming the exercise or conversion of all outstanding
options and convertible securities), or (iv) the Company's shareholders approve
any plan or proposal for the liquidation or dissolution of the Company.
1.2 "Affiliate" means any entity controlling, controlled
by or under common control with the Company.
1.3 "Board" means the Board of Directors of the Company.
1.4 "Cause" means (i) the failure by the Optionee to
substantially perform his duties as an employee (other than by reason of
physical or mental disability) and continuance of such failure for more than 15
days after the Company notifies the Optionee in writing that he is failing to
substantially perform his duties and setting forth the specific facts and
circumstances thereof, it being acknowledged that the term "duties," as used
herein, is not intended to include the attainment of corporate goals, such as
"$1 million of revenues," but rather actions (such as the implementation of the
means to facilitate the attainment of a corporate goal) which are performed by
Optionee, (ii) the Optionee engages in willful misconduct (including, without
limitation, any criminal, fraudulent or dishonest conduct) that is, or is
reasonably likely to be injurious to the Company or any of
<PAGE> 2
its Affiliates, (iii) the Optionee is convicted of and has no further right to
appeal, or enters a plea of nolo contendere to, any crime that constitutes a
felony (exclusive of traffic related offenses), or (iv) the Optionee materially
breaches any written agreement with the Company or any of its Affiliates not to
disclose any information pertaining to the Company or any of its Affiliates or
not to compete against or interfere with the business of the Company or any of
its Affiliates and, if such breach is capable of cure, fails to cure the same
within 15 days after written notice thereof from the Company.
1.5 "Common Stock" means the shares of common stock, par
value $0.01 per share, of the Company.
1.6 "Exercise Price" means $1.75 per Option Share, which
the Board has determined to be the per share fair market value of the Common
Stock as of the date of this Agreement.
1.7 "Existing Security Holder" means James W.
Southerland, Jr., Rock Creek Partners, Ltd., Chartwell Capital Investors, L.P.,
Chartwell Capital Investors II, L.P. and any Affiliate to whom an Existing
Security Holder may transfer common stock or options or other securities which
are exercisable for or convertible into common stock of the Company (including
equity owners of an Existing Security Holder that makes a pro rata distribution
of securities to its owners).
1.8 "Option Shares" has the meaning ascribed to it in
Section 2.
1.9 "Options" has the meaning ascribed to it in Section
2.
2. Grant: Number of Shares. The Company hereby grants to the
Optionee options (the "Options") to purchase an aggregate of twenty thousand
(20,000) shares (the "Option Shares") of Common Stock at the Exercise Price, on
the terms and subject to the conditions set forth herein. The Options are not
intended to be "incentive stock options" as defined in Section 422 of the
Internal Revenue Code of 1986, as amended. The Optionee shall not have any of
the rights of a shareholder of the Company with respect to any Option Shares
unless and until the Optionee has paid the Exercise Price with respect thereto
and the conditions set forth in Section 4 have been satisfied.
3. Termination. The Options will terminate upon the earliest of
(i) the full exercise of the Options, (ii) ten (10) years from the date of this
Stock Option Agreement, (iii) six months after termination of the Optionee's
employment with the Company and all of its subsidiaries for any reason other
than Cause, or (iv) termination by the Company of the Optionee's employment with
the Company or any subsidiary for Cause.
<PAGE> 3
4. Exercise of Options.
4.1 Exercisability. The Options shall be exercisable 33
1/3%, per year for each full year of Optionee's employment from the date of
original employment with the Company. Thus, if Optionee has completed one full
year of employment with the Company, he may exercise 33 1/3% of his Options;
after three complete years of employment with the Company after October 30,
1996, Optionee shall be entitled to exercise all Options. In the event of an
Acceleration Event, all options shall become exercisable immediately except to
the extent, and provided that the Company promptly delivers to Optionee an
opinion of reputable counsel or accounting firm to the effect, that such
exercisability shall constitute an "excess parachute payment" under Section 280G
of the Internal Revenue Code of 1986, as amended (or any successor provision),
in which case unvested Options shall become exercisable as to one share less
than that number of whole shares the exercisability of which would result in an
excess parachute payment, and the remainder of the unvested Options shall become
exercisable according to the schedule that would have applied but for the
application of this sentence. Optionee understands, agrees and acknowledges that
this exercisability schedule does not create any right of employment in favor of
Optionee, who remains an employee at will of the Company and subject to
termination of employment at any time without cause.
4.2 Notice. The Optionee may exercise vested Options by
delivering written notice of such exercise to the Company, accompanied by
payment of the Exercise Price as described in Section 4.3. Such written notice
shall be deemed sufficient for this purpose only if delivered to the Company at
its principal office and only if such written notice states the number of
Options being exercised. The date of exercise of the Options with respect to the
Option Shares specified in the notice shall be the date on which the Company
receives the notice and payment.
4.3 Payment and Other Conditions. On the exercise of any
Option, the written notice described in Section 4.2 must be accompanied by a
check payable to the Company, in the amount of the Exercise Price of all Option
Shares purchased pursuant to such exercise of the Options and an amount equal to
the federal, state and local taxes, if any, required to be withheld as a result
of such exercise. At Optionee's written election delivered as part of the
written notice described in Section 4.2, all or any portion of the Exercise
Price and applicable taxes due to the Company may be paid by reducing the number
of Option Shares issued upon such exercise by the number of whole Option Shares
having a fair market value, as determined by the Board, on the date of exercise
most nearly equal to (but not in excess of) the amount due to the Company, and
any remaining balance shall be paid by check.
Upon the request of the Company, the Optionee shall return this Stock
Option Agreement to the Company and the Company may endorse thereon a notation
of the exercise and return this Stock
<PAGE> 4
Option Agreement to the Optionee. Also, as an express condition to the exercise
of any option, Optionee shall first execute the Shareholder Agreement dated
April 1, 1996 by and between the Company and its various shareholders, and agree
to be bound as a "Plan Shareholder" by the provisions therein.
4.4 Issuance of Stock Certificates. Upon satisfaction of
the conditions of Sections 4.2 and 4.3, the Company shall promptly deliver to
the Optionee a certificate or certificates for the number of shares of Common
Stock in respect of which Options have been exercised, legended to reflect the
agreements and conditions applicable to such Shares referred to in Section 6 for
so long as applicable securities laws require such legend. The Certificate
legend shall also reflect the Shareholder Agreement referenced in Section 4.3
above, which agreement shall continue to govern the Optionee's rights with
regard to said stock, provided, however, that after the occurrence of an
Acceleration Event said legend shall be removed and such Shareholder Agreement
shall not have any further application to any shares of Common Stock issued
pursuant to the Options.
5. Nontransferability of Option. No Option shall be transferable
by the Optionee otherwise than by will or the laws of descent and distribution.
6. Specific Restrictions Upon Option Shares. The Optionee hereby
agrees with the Company that the Optionee shall acquire the Option Shares for
investment purposes only and not with a view to resale or other distribution
thereof to the public in violation of the Securities Act of 1933, as amended
(the "Securities Act"), and shall not dispose of any Option Shares in any
transaction which, in the opinion of counsel to the Company, would violate the
Securities Act, or the rules and regulations thereunder, or any applicable state
securities or "blue sky" laws.
7. Adjustment in Shares Subject to the Option.
(a) In the event of a merger or consolidation of the Company in
which the Company is not the surviving corporation and in which the
consideration received by holders of Common Stock consists of securities of the
surviving corporation or any affiliate, or in the event of a statutory share
exchange (each a "Transaction"), (i) the Option shall automatically become
exercisable for that number of securities (rounded to the near whole share) that
the Optionee would have received in the Transaction had the Optionee exercised
the Options immediately prior to the Transaction and participated in the
Transaction as a holder of Common Stock, and (ii) the Exercise Price per new
security shall be adjusted proportionately. For example, if as a result of the
Transaction two shares of common stock of the surviving corporation are issued
with respect to each share of Common Stock outstanding immediately prior to the
Transaction, (i) each Option Share issuable upon exercise of the Options shall
consist after the Transaction of two shares of common stock of the surviving
corporation, and (ii) the exercise price per
<PAGE> 5
share after the Transaction shall be reduced to one half of the exercise price
in effect immediately prior to the Transaction.
(b) If the Company shall combine or subdivide its outstanding
shares of Common Stock into a greater or lesser number of shares solely by means
of a forward or reverse stock split or reorganization having the same effect or
increase the number of its outstanding shares of Common Stock into a greater
number of shares by means of a stock dividend, any such event being called a
"Common Stock Reorganization," then (i) the Exercise Price shall be adjusted,
effective immediately after the effective date of such Common Stock
Reorganization, to a price determined by multiplying the Exercise Price in
effect immediately prior to such effective date by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding on such
effective date before giving effect to such Common Stock Reorganization and the
denominator of which shall be the number of shares of Common Stock outstanding
after giving effect to such Common Stock Reorganization, and (ii) the number of
shares of Common Stock subject to purchase upon exercise of the Options shall be
adjusted, effective at such time, to a number determined by multiplying the
number of shares of Common Stock subject to purchase immediately before such
Common Stock Reorganization by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding after giving effect to such Common
Stock Reorganization and the denominator of which shall be the number of shares
of Common Stock outstanding immediately before such Common Stock Reorganization.
(c) In addition, in the event that the Board shall determine that
any dividend or other distribution (whether in the form of cash, stock of the
Company, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, sale of
substantially all the Company's assets, split-up, spin-off, combination,
repurchase, or exchange of securities of the Company, or other similar corporate
transaction or event, effects the Option Shares issuable on exercise of the
Option such that an adjustment not otherwise provided for herein is determined
by the Board to be appropriate in order to prevent dilution or enlargement of
the benefit or potential benefit intended to be made available under this
Agreement, then the Board shall, in such manner as it may deem equitable, adjust
the number and type of Option Shares awarded pursuant to this Stock Option
Agreement and/or the terms, conditions or restrictions of this Stock Option
Agreement.
8. Registration of Shares; Limitations on Exercisability.
Anything in this Stock Option Agreement to the contrary notwithstanding, the
obligation of the Company to sell or deliver shares of Common Stock with respect
to the Options shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, securities exchange
rules, or listing requirements and the obtaining of all approvals by
governmental agencies as may be deemed necessary by the Board,
<PAGE> 6
and the Company shall use its reasonable efforts to take all necessary actions
to comply with such requirements.
9. Notices. Any notice required or permitted under this Stock
Option Agreement shall be given at the address for each party indicated on the
signature page thereof.
10. Successors and Assigns. Neither this Agreement nor any Options
granted hereunder may be assigned by Optionee except by will or the laws of
descent and distribution, and during Optionee's lifetime Options may be
exercised only by Optionee. This Agreement shall be binding on Optionee's heirs,
legatees, personal representatives and permitted assignees and on the Company's
successors and assigns (including a purchaser of all or substantially all of the
assets of the Company).
11. Miscellaneous. No provisions of this Stock Option Agreement
may be modified, waived or discharged unless such modification, waiver or
discharge is agreed to in writing signed by both the Optionee and such officer
of the Company as may be specifically designated by the Board. No waiver by
either party hereto at any time of (i) any breach by the other party hereto of,
or (ii) compliance with, any condition or provision of this Stock Option
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar conditions or provisions at the same time or at any prior
or subsequent time. The validity, interpretation, construction and performance
of this Stock Option Agreement shall be governed by the laws of the state of
Florida without regard to its conflicts of law principles.
12. Severability. The invalidity or unenforceability of any
provision or provisions of this Stock Option Agreement shall not affect the
validity or enforceability of any other provision of this Stock Option
Agreement, which shall remain in full force and effect.
13. Counterparts. This Stock Option Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
14. Entire Agreement. This Stock Option Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any party hereto or by any officer, employee or representative of
any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled.
<PAGE> 7
IN WITNESS WHEREOF, the parties have executed this Stock Option
Agreement on the day and year first above written.
THE PRISM NETWORK, INC.,
a Florida corporation
By: /s/ JAMES W. SOUTHERLAND, JR.
--------------------------------
James W. Southerland, Jr.
Its: President
/s/ MELANIE C. TRICHE
-------------------------------
Melanie C. Triche, Optionee
<PAGE> 1
EXHIBIT 4.12
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is dated as of the 7th day of June, 1999,
by and between THE PRISM NETWORK, INC., a Florida corporation (the "Company"),
and JACK CAVEN (the "Optionee").
1. Definitions.
1.1 "Acceleration Event" means (i) any person (including
any group of persons acting in concert) other than an Existing Security Holder
acquires more than fifty percent (50%) of the combined voting power of the
Company's securities on a fully diluted basis (assuming the exercise or
conversion of all outstanding options and convertible securities), (ii) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, the assets of the Company,
(iii) upon the effectiveness of any merger, consolidation, statutory share
exchange, reorganization or similar event (a "Business Combination") of the
Company in which the Company is not the continuing or surviving corporation or
pursuant to which the Common Stock will be converted into cash, securities or
other property, other than a Business Combination in which the holders of more
than fifty percent (50%) of the Common Stock on a fully diluted basis (assuming
the exercise or conversion of all outstanding options and convertible
securities) immediately prior to such Business Combination own, directly or
indirectly, more than fifty percent (50%) of the combined voting power of the
voting securities of the entity resulting from such Business Combination on a
fully diluted basis (assuming the exercise or conversion of all outstanding
options and convertible securities), or (iv) the Company's shareholders approve
any plan or proposal for the liquidation or dissolution of the Company.
1.2 "Affiliate" means any entity controlling, controlled
by or under common control with the Company.
1.3 "Board" means the Board of Directors of the Company.
1.4 "Cause" means (i) the failure by the Optionee to
substantially perform his duties as an employee (other than by reason of
physical or mental disability) and continuance of such failure for more than 15
days after the Company notifies the Optionee in writing that he is failing to
substantially perform his duties and setting forth the specific facts and
circumstances thereof, it being acknowledged that the term "duties," as used
herein, is not intended to include the attainment of corporate goals, such as
"$1 million of revenues," but rather actions (such as the implementation of the
means to facilitate the attainment of a corporate goal) which are performed by
Optionee, (ii) the Optionee engages in willful misconduct (including, without
limitation, any criminal, fraudulent or dishonest conduct) that is, or is
reasonably likely to be injurious to the Company or any of its Affiliates, (iii)
the Optionee is convicted of and has no
<PAGE> 2
further right to appeal, or enters a plea of nolo contendere to, any crime that
constitutes a felony (exclusive of traffic related offenses), or (iv) the
Optionee materially breaches any written agreement with the Company or any of
its Affiliates not to disclose any information pertaining to the Company or any
of its Affiliates or not to compete against or interfere with the business of
the Company or any of its Affiliates and, if such breach is capable of cure,
fails to cure the same within 15 days after written notice thereof from the
Company.
1.5 "Common Stock" means the shares of common stock, par
value $0.01 per share, of the Company.
1.6 "Exercise Price" means $1.75 per Option Share, which
the Board has determined to be the per share fair market value of the Common
Stock as of the date of this Agreement.
1.7 "Existing Security Holder" means James W.
Southerland, Jr., Rock Creek Partners, Ltd., Chartwell Capital Investors, L.P.,
Chartwell Capital Investors II, L.P. and any Affiliate to whom an Existing
Security Holder may transfer common stock or options or other securities which
are exercisable for or convertible into common stock of the Company (including
equity owners of an Existing Security Holder that makes a pro rata distribution
of securities to its owners).
1.8 "Option Shares" has the meaning ascribed to it in
Section 2.
1.9 "Options" has the meaning ascribed to it in Section
2.
2. Grant: Number of Shares. The Company hereby grants to the
Optionee options (the "Options") to purchase an aggregate of ten thousand
(10,000) shares (the "Option Shares") of Common Stock at the Exercise Price, on
the terms and subject to the conditions set forth herein. The Options are not
intended to be "incentive stock options" as defined in Section 422 of the
Internal Revenue Code of 1986, as amended. The Optionee shall not have any of
the rights of a shareholder of the Company with respect to any Option Shares
unless and until the Optionee has paid the Exercise Price with respect thereto
and the conditions set forth in Section 4 have been satisfied.
3. Termination. The Options will terminate upon the earliest of
(i) the full exercise of the Options, (ii) ten (10) years from the date of this
Stock Option Agreement, (iii) six months after termination of the Optionee's
employment with the Company and all of its subsidiaries for any reason other
than Cause, or (iv) termination by the Company of the Optionee's employment with
the Company or any subsidiary for Cause.
<PAGE> 3
4. Exercise of Options.
4.1 Exercisability. The Options shall be exercisable 250
per year for each full year of Optionee's employment from the date of April 10,
1996. Thus, if Optionee has completed one full year of employment with the
Company, he may exercise 25% of his Options; after four complete years of
employment with the Company after April 10, 1996, Optionee shall be entitled to
exercise all Options. In the event of an Acceleration Event, all options shall
become exercisable immediately except to the extent, and provided that the
Company promptly delivers to Optionee an opinion of reputable counsel or
accounting firm to the effect, that such exercisability shall constitute an
"excess parachute payment" under Section 280G of the Internal Revenue Code of
1986, as amended (or any successor provision), in which case unvested Options
shall become exercisable as to one share less than that number of whole shares
the exercisability of which would result in an excess parachute payment, and the
remainder of the unvested Options shall become exercisable according to the
schedule that would have applied but for the application of this sentence.
Optionee understands, agrees and acknowledges that this exercisability schedule
does not create any right of employment in favor of Optionee, who remains an
employee at will of the Company and subject to termination of employment at any
time without cause.
4.2 Notice. The Optionee may exercise vested Options by
delivering written notice of such exercise to the Company, accompanied by
payment of the Exercise Price as described in Section 4.3. Such written notice
shall be deemed sufficient for this purpose only if delivered to the Company at
its principal office and only if such written notice states the number of
Options being exercised. The date of exercise of the Options with respect to the
Option Shares specified in the notice shall be the date on which the Company
receives the notice and payment.
4.3 Payment and Other Conditions. On the exercise of any
Option, the written notice described in Section 4.2 must be accompanied by a
check payable to the Company, in the amount of the Exercise Price of all Option
Shares purchased pursuant to such exercise of the Options and an amount equal to
the federal, state and local taxes, if any, required to be withheld as a result
of such exercise. At Optionee's written election delivered as part of the
written notice described in Section 4.2, all or any portion of the Exercise
Price and applicable withholding taxes payable by the Company may be paid by
reducing the number of Option Shares issued upon such exercise by the number of
whole Option Shares having a fair market value, as determined by the Board in
good faith (or, if the Common Stock is then trading on a established public
market, as determined pursuant to the following sentence), on the date of
exercise most nearly equal to (but not in excess of) the amount due to the
Company, and any remaining balance shall be paid by check. If the Common Stock
is traded on an established public market, the fair market value of the Option
Shares shall be the average closing price of the Common Stock during the ten
consecutive trading days
<PAGE> 4
preceding the date of exercise on the principal market on which the Common Stock
is traded.
Upon the request of the Company, the Optionee shall return this Stock
Option Agreement to the Company and the Company may endorse thereon a notation
of the exercise and return this Stock Option Agreement to the Optionee. Also, as
an express condition to the exercise of any option, Optionee shall first execute
the Shareholder Agreement dated April 1, 1996 by and between the Company and its
various shareholders, and agree to be bound as a "Plan Shareholder" by the
provisions therein.
4.4 Issuance of Stock Certificates. Upon satisfaction of
the conditions of Sections 4.2 and 4.3, the Company shall promptly deliver to
the Optionee a certificate or certificates for the number of shares of Common
Stock in respect of which Options have been exercised, legended to reflect the
agreements and conditions applicable to such Shares referred to in Section 6 for
so long as applicable securities laws require such legend. The Certificate
legend shall also reflect the Shareholder Agreement referenced in Section 4.3
above, which agreement shall continue to govern the Optionee's rights with
regard to said stock, provided, however, that after the occurrence of an
Acceleration Event said legend shall be removed and such Shareholder Agreement
shall not have any further application to any shares of Common Stock issued
pursuant to the Options.
5. Nontransferability of Options. No Option shall be transferable
by the Optionee otherwise than by will or the laws of descent and distribution.
6. Specific Restrictions Upon Option Shares. The Optionee hereby
agrees with the Company that the Optionee shall acquire the Option Shares for
investment purposes only and not with a view to resale or other distribution
thereof to the public in violation of the Securities Act of 1933, as amended
(the "Securities Act"), and shall not dispose of any Option Shares in any
transaction which, in the opinion of counsel to the Company, would violate the
Securities Act, or the rules and regulations thereunder, or any applicable state
securities or "blue sky" laws.
7. Adjustment in Shares Subject to the Option.
(a) In the event of a merger or consolidation of the Company in
which the Company is not the surviving corporation and in which the
consideration received by holders of Common Stock consists of securities of the
surviving corporation or any affiliate, or in the event of a statutory share
exchange (each a "Transaction"), (i) the Option shall automatically become
exercisable for that number of securities (rounded to the near whole share) that
the Optionee would have received in the Transaction had the Optionee exercised
the Options immediately prior to the Transaction and participated in the
Transaction as a holder of Common Stock, and (ii) the Exercise Price per new
security shall be adjusted proportionately.
<PAGE> 5
For example, if as a result of the Transaction two shares of common stock of the
surviving corporation are issued with respect to each share of Common Stock
outstanding immediately prior to the Transaction, (i) each Option Share issuable
upon exercise of the Options shall consist after the Transaction of two shares
of common stock of the surviving corporation, and (ii) the exercise price per
share after the Transaction shall be reduced to one half of the exercise price
in effect immediately prior to the Transaction.
(b) If the Company shall combine or subdivide its outstanding
shares of Common Stock into a greater or lesser number of shares solely by means
of a forward or reverse stock split or reorganization having the same effect or
increase the number of its outstanding shares of Common Stock into a greater
number of shares by means of a stock dividend, any such event being called a
"Common Stock Reorganization," then (i) the Exercise Price shall be adjusted,
effective immediately after the effective date of such Common Stock
Reorganization, to a price determined by multiplying the Exercise Price in
effect immediately prior to such effective date by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding on such
effective date before giving effect to such Common Stock Reorganization and the
denominator of which shall be the number of shares of Common Stock outstanding
after giving effect to such Common Stock Reorganization, and (ii) the number of
shares of Common Stock subject to purchase upon exercise of the Options shall be
adjusted, effective at such time, to a number determined by multiplying the
number of shares of Common Stock subject to purchase immediately before such
Common Stock Reorganization by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding after giving effect to such Common
Stock Reorganization and the denominator of which shall be the number of shares
of Common Stock outstanding immediately before such Common Stock Reorganization.
(c) In the event that any dividend or other distribution (whether
in the form of cash, stock of the Company, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, sale of substantially all the Company's assets, split-up,
spin-off, combination, repurchase, or exchange of securities of the Company, or
other similar corporate transaction or event, affects the Option Shares issuable
on exercise of the Option such that an adjustment not otherwise provided for
herein is required in order to prevent dilution or enlargement of the benefit or
potential benefit intended to be made available under this Agreement, then the
Board shall, in such manner as it in good faith may deem equitable, adjust the
number and type of Option Shares issuable pursuant to this Stock Option
Agreement and/or the terms, conditions or restrictions of this Stock Option
Agreement.
8. Registration of Shares; Limitations on Exercisability.
Anything in this Stock Option Agreement to the contrary notwithstanding, the
obligation of the Company to sell or deliver
<PAGE> 6
shares of Common Stock with respect to the Options shall be subject to all
applicable laws, rules and regulations, including all applicable federal and
state securities laws, securities exchange rules, or listing requirements and
the obtaining of all approvals by governmental agencies as may be deemed
necessary by the Board, and the Company shall use its reasonable efforts to take
all necessary actions to comply with such requirements.
9. Notices. Any notice required or permitted under this Stock
Option Agreement shall be given at the address for each party indicated on the
signature page thereof.
10. Successors and Assigns. Neither this Agreement nor any Options
granted hereunder may be assigned by Optionee except by will or the laws of
descent and distribution, and during Optionee's lifetime Options may be
exercised only by Optionee. This Agreement shall be binding on Optionee's heirs,
legatees, personal representatives and permitted assignees and on the Company's
successors and assigns (including a purchaser of all or substantially all of the
assets of the Company).
11. Miscellaneous. No provisions of this Stock Option Agreement
may be modified, waived or discharged unless such modification, waiver or
discharge is agreed to in writing signed by both the Optionee and such officer
of the Company as may be specifically designated by the Board. No waiver by
either party hereto at any time of (i) any breach by the other party hereto of,
or (ii) compliance with, any condition or provision of this Stock Option
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar conditions or provisions at the same time or at any prior
or subsequent time. The validity, interpretation, construction and performance
of this Stock Option Agreement shall be governed by the laws of the state of
Florida without regard to its conflicts of law principles.
12. Severability. The invalidity or unenforceability of any
provision or provisions of this Stock Option Agreement shall not affect the
validity or enforceability of any other provision of this Stock Option
Agreement, which shall remain in full force and effect.
13. Counterparts. This Stock Option Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
14. Entire Agreement. This Stock Option Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any party hereto or by any officer, employee or representative of
any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled.
<PAGE> 7
IN WITNESS WHEREOF, the parties have executed this Stock Option
Agreement on the day and year first above written.
THE PRISM NETWORK, INC.,
a Florida corporation
By: /s/ JAMES W. SOUTHERLAND, JR.
--------------------------------
James W. Southerland, Jr.
Its: President
/s/ "JACK" JOHN W. CAVEN
-------------------------------
Jack Caven, Optionee
<PAGE> 1
[Crawford & Company Logo]
EXHIBIT 5.1
September 21, 1999
Board of Directors
Crawford & Company
5620 Glenridge Drive, N.E.
Atlanta, Georgia 30342
RE: Crawford & Company Form S-8 Registration Statement
Ladies and Gentlemen:
I am General Counsel for Crawford & Company, a Georgia corporation (the
"Company"), and have acted as counsel for the Company in connection with the
preparation of a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Registration Statement") relating to
141,415 shares of Class A Common Stock, par value $1.00 per share (the "Class A
Stock"), of the Company to be offered pursuant to The Prism Network, Inc. Stock
Option Plan (the "Plan"). In so acting, I have examined and relied upon such
records, documents, certificates and other instruments as in my judgment are
necessary or appropriate to form the basis for the opinion hereinafter set
forth. In all such examinations, I have assumed the genuineness of signatures on
original documents and the conformity to such original documents of all copies
submitted to me as certified, conformed or photographic copies, and as to
certificates of public officials, I assumed the same to have been properly given
and to be accurate.
Based upon the foregoing, I am of the opinion that the Class A Stock,
when issued and sold in accordance with the provisions of the Plan, will be
validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ JUDD F. OSTEN
Judd F. Osten
Executive Vice President - General Counsel
<PAGE> 1
(LOGO) ARTHUR ANDERSEN LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 29, 1999
included or incorporated by reference in Crawford & Company's Form 10-K for the
year ended December 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
September 17, 1999
