As filed with the Securities and Exchange Commission on July 3, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
BT OFFICE PRODUCTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3245865
(State of Incorporation) (I.R.S. Employer Identification No.)
2150 E. Lake Cook Road
Buffalo Grove, Illinois 60089-1877
(Address of principal executive offices)
--------------------
BT Office Products International, Inc. 1995 Stock Option Plan
and
Non-Qualified Stock Option Agreement Between
BT Office Products International, Inc. and Herman C. Brauckmann
(Full titles of plans)
--------------------
John J. McKiernan
Vice President - Finance and Administration,
Chief Financial Officer and Secretary
BT Office Products International, Inc.
2150 E. Lake Cook Road
Buffalo Grove, Illinois 60089-1877
(847) 793-7500
(Name and address of agent for service, including telephone number)
--------------------
Copy to:
Winthrop, Stimson, Putnam & Roberts
695 East Main Street
Post Office Box 6760
Stamford, Connecticut 06904-6760
(203) 348-2300
Attention: Frode Jensen, III, Esq.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered registered per share <F1> price <F1> fee <F2>
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share 4,208,000 $18.125 $76,270,000 $26,298
===========================================================================================================================
<FN>
<F1> Estimated pursuant to Rule 457(c) and Rule 457(h) under the
Securities Act of 1933, as amended (the "Securities Act"), based on the
average of the high and low prices of BT Office Products International,
Inc. Common Stock as reported on the New York Stock Exchange on June
28, 1996.
<F2> The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457(h)(1), under the Securities Act and
pursuant to Section 6(b) of the Securities Act.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS
Note: The documents containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act. Such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. Such documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
Item 1. Plan Information.
See Note above.
Item 2. Registrant Information and Employee Plan Annual Information.
See Note above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have heretofore been filed by BT
Office Products International, Inc. (the "Registrant") (File No. 1-13858) with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), or the Securities Act are incorporated by reference herein and
shall be deemed to be a part hereof:
1. The Registrant's Amendment on Form 10-Q/A amending the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1996.
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996.
3. The Registrant's Amendment on Form 10-K/A-1 amending the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1995.
4. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.
-2-
<PAGE>
5. The Registrant's Current Reports on Form 8-K filed on March 29,
1996 and May 20, 1996.
6. The description of the Registrant's capital stock contained in
Amendment No. 2 to the Registrant's Registration Statement on Form S-1 filed
on July 7, 1995 pursuant to the Securities Act (Registration No. 33-12124),
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the
offering made by this Registration Statement is in effect prior to the filing
with the Commission of the Registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the shares of Common Stock subject
to issuance pursuant to the BT Office Products International, Inc. 1995 Stock
Option Plan or the Non- Qualified Stock Option Agreement between the Registrant
and Herman C. Brauckmann have been passed upon by Winthrop, Stimson, Putnam and
Roberts. Frode Jensen, III, a member of that firm, is Assistant Secretary of the
Registrant.
-3-
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Amended and Restated Certificate of Incorporation of the
Registrant provides that no director of the Registrant shall have any personal
liability to the Registrant or its stockholders for any monetary damages for
breach of fiduciary duty as a director, except that the Amended and Restated
Certificate of Incorporation does not eliminate or limit the liability of a
director (i) for any breach of such director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which such director derived an improper personal benefit.
The By-laws of the Registrant provide that, to the fullest extent
permitted by the laws of the State of Delaware:
(a) 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, suit or proceeding, whether civil, criminal, administrative or
investigative (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 is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Registrant, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
(b) 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 or suit 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 is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit 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 except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Registrant unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
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 of Chancery or such other court
shall deem proper.
The By-laws of the Registrant further provide that to the extent
that a director, officer, employee or agent of the Registrant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraphs (a) and (b) 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;
-4-
<PAGE>
that expenses (including attorneys' fees) incurred by a director or officer of
the Registrant in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Registrant in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Registrant as authorized in the By-Laws of the Registrant; that the
indemnification and advancement of expenses provided by, or granted pursuant to,
the provisions of the By-Laws of the Registrant shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled; and that the Registrant is authorized, pursuant to the
discretion of the Board of Directors, to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another 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 By-Laws of the Registrant.
The Registrant has also entered into agreements with its officers
and directors to provide supplemental indemnification consistent with the
Registrant's Amended and Restated Certificate of Incorporation and By-laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------- -----------
4 - Form of Stock Certificate (incorporated by reference to Exhibit
4.1 to Amendment No. 2 to the Registrant's Registration
Statement on Form S-1 under the 1933 Act (Registration No.
33-92124)).
5 - Opinion of Winthrop, Stimson, Putnam & Roberts.
23(a) - Consent of Ernst & Young LLP.
23(b) - Consent of Winthrop, Stimson, Putnam & Roberts (included in
Exhibit 5).
24 - Power of Attorney (contained on signature page hereof).
99(a) - BT Office Products International, Inc. 1995 Stock Option Plan.
99(b) - Amended and Restated Non-Qualified Stock Option Agreement between
the Registrant and Herman C. Brauckmann.
-5-
<PAGE>
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which
was registered) and any deviation from the low
or high and of the estimated maximum offering
range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in
volume and price represent no more than 20
percent change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(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 are contained
in periodic reports filed by the Registrant pursuant to Section 13(a) or Section
15(d) of the 1934 Act that are incorporated by reference in the registration
statement.
(b) 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the issuer's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
-6-
<PAGE>
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 the time shall be deemed to be the initial bona fide offering hereof.
(3) 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 Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
-7-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Buffalo Grove, State of Illinois, on this 3rd day of
July, 1996.
BT OFFICE PRODUCTS INTERNATIONAL, INC.
By: /s/ Rudolf A.J. Huyzer
---------------------------------------
Rudolf A.J. Huyzer
President, Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints each of Rudolf A.J. Huyzer and
John J. McKiernan his or her true and lawful attorney-in-fact and to act for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 to be filed pursuant to the Securities Act of
1933 in connection with the registration of shares of Common Stock, par value
$.01 per share, of BT Office Products International, Inc., and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
-8-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- -----
/s/ Frank J. de Wit Chairman of the Board of
- -------------------------- Directors July 3, 1996
(Frank J. de Wit)
President, Chief Executive
/s/ Rudolf A.J. Huyzer Officer and Director July 3, 1996
- --------------------------
(Rudolf A.J. Huyzer)
Vice President-Finance and
Administration, Chief
/s/ John J. McKiernan Financial Officer and
- --------------------------- Secretary July 3, 1996
(John J. McKiernan)
Controller and Chief
/s/ Francis J. Leonard Accounting Officer
- ---------------------------
(Francis J. Leonard) July 3, 1996
/s/ Rob W.J.M. Bonnier
- --------------------------- Director
(Rob W.J.M. Bonnier) July 3, 1996
/s/ Karl M. von der Heyden
- --------------------------- Director
(Karl M. von der Heyden) July 3, 1996
/s/ Lorrence T. Kellar
- --------------------------- Director
(Lorrence T. Kellar) July 3, 1996
/s/ Frans H.J. Koffrie
- --------------------------- Director
(Frans H.J. Koffrie) July 3, 1996
/s/ James B. Miller
- --------------------------- Director
(James B. Miller) July 3, 1996
-9-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
EXHIBITS
filed with
Registration Statement
on
Form S-8
under
The Securities Act of 1933
-------------------
BT Office Products International, Inc. 1995 Stock Option Plan
and
Non-Qualified Stock Option Agreement Between
BT Office Products International, Inc. and Herman C. Brauckmann
BT OFFICE PRODUCTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<PAGE>
EXHIBIT INDEX
BT Office Products International, Inc. 1995 Stock Option Plan
and
Non-Qualified Stock Option Agreement Between
The Registrant and Herman C. Brauckmann
Exhibit
Number Description Page
- ------- ----------- ----
*4 - Form of Stock Certificate (incorporated by reference
to Exhibit 4.1 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 under the 1933 Act
(Registration No. 33-92124)).
5 - Opinion of Winthrop, Stimson, Putnam & Roberts.
23(a) - Consent of Ernst & Young LLP.
23(b) - Consent of Winthrop, Stimson, Putnam & Roberts (included in
Exhibit 5).
24 - Power of Attorney (contained on signature page hereof).
99(a) - BT Office Products International, Inc. 1995 Stock Option Plan.
99(b) - Amended and Restated Non-Qualified Stock Option Agreement
between the Registrant and Herman C. Brauckmann
- ------------------------------------
* Incorporated by reference.
<PAGE>
Exhibit 5
July 3, 1996
BT Office Products International, Inc.
2150 East Lake Cook Road
Suite 590, Riverwalk
Buffalo Grove, IL 60089
Re: Registration Statement
on Form S-8
----------------------
Ladies and Gentlemen:
In connection with the registration on Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"), of 4,208,000 shares
(the "Shares") of common stock, par value $.01 per share, of BT Office Products
International, Inc. ("the Company") reserved for issuance pursuant to the BT
Office Products International, Inc. 1995 Stock Option Plan (the "Plan") and the
Amended and Restated Non-Qualified Stock Option Agreement dated as of June 25,
1996 between the Company and Herman C. Brauckmann (the "Brauckmann Agreement"),
we have examined such corporate documents and records of the Company, such other
instruments and certificates of public officials, officers and representatives
of the Company and other persons and such questions of law as we have deemed
necessary or appropriate in order to render the opinion set forth herein.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies and
the authenticity of the originals of such copies.
As to questions of fact material to our opinion expressed
below that we did not independently establish, we have relied upon
certifications of the Company or its officers.
Based upon and subject to the foregoing, we are of the opinion
that when the registration statement on Form S-8 relating to the Shares (the
"Registration Statement") shall have become effective under the Securities Act
and any Shares shall have been duly issued and paid for in accordance with the
terms of the Plan or, when applicable, the Brauckmann Agreement, such Shares
will be legally issued, fully paid and nonassessable.
<PAGE>
BT Office Products
International, Inc. -2- July 3, 1996
The foregoing opinion is limited to the Federal laws of the
United States and the General Corporation Law of the State of Delaware. We are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and any amendments thereto. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Winthrop, Stimson, Putnam
& Roberts
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the BT Office Products International, Inc. 1995 Stock Option
Plan and the Non-Qualified Stock Option Agreement between BT Office Products
International, Inc. and Herman C. Brauckmann of our report dated April 5, 1996,
with respect to the consolidated financial statements and schedule of BT Office
Products International, Inc. included in its Annual Report on Form 10-K for the
year ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
July 1, 1996
<PAGE>
Exhibit 99(a)
BT OFFICE PRODUCTS INTERNATIONAL, INC.
1995 STOCK OPTION PLAN
1. Definitions.
-----------
As used herein, the following words and phrases shall have the
following meanings:
(a) Administrator: The Administrator shall be the Board until
such time as the Board appoints the Committee and, thereafter, the Administrator
shall be the Committee.
(b) Affiliate: Any person or entity which, directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with the Corporation, where "control" (including the terms
"controlling," "controlled by" and "under common control with") means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person or entity, whether through the ownership
of voting securities, by contract or otherwise.
(c) Board: The Board of Directors of the Corporation.
(d) Change of Control: (i) a merger or consolidation of the
Corporation with or into another corporation which is not an Affiliate of the
Corporation or a recapitalization or
<PAGE>
reorganization of the Corporation where, immediately upon the consummation of
such merger, consolidation, reorganization or recapitalization, the persons who
were the shareholders of the Corporation immediately prior to such merger,
consolidation, reorganization or recapitalization do not immediately thereafter
own more than fifty percent (50%) of the total voting power of the merged,
consolidated, reorganized or recapitalized company's voting securities entitled
to vote generally in the election of directors; (ii) the sale of all or
substantially all of the assets of the Corporation to another person or entity
which is not an Affiliate of the Corporation; or (iii) the acquisition by any
person, entity or "group" (excluding, for this purpose, the Corporation, any
Affiliate of the Corporation, or any employee benefit plan of the Corporation or
of any Affiliate of the Corporation which acquires beneficial ownership of
voting securities of the Corporation) within the meaning of Sections 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of either fifty percent (50%) or more of the then
outstanding shares of Common Stock or fifty percent (50%) or more of the
combined voting power of the Corporation's then outstanding voting securities
entitled to vote generally in the election of directors.
(e) Code: The Internal Revenue Code of 1986, as amended.
-2-
<PAGE>
(f) Committee: The BT Office Products International, Inc.
Compensation Committee, which shall be appointed by the Board and which shall be
composed of not fewer than three (3) members of the Board. No member of the
Committee shall have been within one (1) year prior to appointment to, or while
serving on, the Committee granted or awarded equity securities of the
Corporation pursuant to this or any other plan of the Corporation or its
Subsidiaries or Affiliates except to the extent that participation in any such
plan or receipt of any such grant or award would not adversely affect the
Committee member's status as a "disinterested" person for purposes of Rule 16b-3
under the Exchange Act.
(g) Common Stock: The Common Stock, par value $.01 per share,
of the Corporation.
(h) Continuous Service: Continuous regular employment as an
Employee. A leave of absence granted in accordance with the employer's usual
procedures that does not operate to interrupt continuous service for other
benefits granted to such Employee by the Corporation or the Subsidiary, as the
case may be, shall not be considered a termination of service nor an
interruption of "Continuous Service" hereunder, and an Employee who is granted
such a leave of absence shall be considered to be providing uninterrupted
service during the period of such leave.
(i) Corporation: BT Office Products International, Inc., a
Delaware corporation having its principal place of business at 2150 East Lake
Cook Road, Buffalo Grove, Illinois 60089.
-3-
<PAGE>
(j) Employee: Any regular, salaried employee of the
Corporation or any Subsidiary or any successor corporation after a Change of
Control.
(k) Fair Market Value: The Fair Market Value of the Common
Stock shall be determined by the Administrator in such manner as it deems
appropriate. In the event the Common Stock is listed on a national securities
exchange or regularly traded in the over-the-counter market on the date of the
grant of the Option, the Fair Market Value shall be the mean of the highest and
lowest prices at which such Common Stock is traded on the applicable listing of
stock exchange transactions; or, if there is no such sale of the Common Stock so
reported on the date of the grant of the Option, the simple average of the bid
and asked prices of the Common Stock as reported on the date of the grant of the
Option, or if no bid and asked prices are reported on such date, then on the
first previous date for which such prices were reported.
(l) Incentive Stock Option: A stock option intended to satisfy
the requirements of Section 422 of the Code.
(m) Key Employee: An Employee who is determined, in the
discretion of the Administrator, to have significantly contributed to the
successful operations of the Corporation or a Subsidiary, as the case may be.
(n) Non-Qualified Stock Option: A stock option not intended to
qualify as an Incentive Stock Option.
-4-
<PAGE>
(o) Option: The right and privilege granted pursuant to this
Plan to acquire Common Stock pursuant to the terms of an Option Agreement.
(p) Option Agreement: The agreement by which the Corporation
reflects the grant of an Option to an Employee and which identifies the specific
terms and conditions of such Option.
(q) Optionee: An Employee holding an Option granted pursuant
to the Plan.
(r) Permanent and Total Disability: As such term is defined in
Section 22(e)(3) of the Code.
(s) Plan: The BT Office Products International, Inc. 1995
Stock Option Plan, as herein set forth.
(t) Securities: (i) All shares of Common Stock of the
Corporation which are issued and outstanding and (ii) all shares of Common Stock
of the Corporation which are issuable upon the conversion, exercise or exchange
of any outstanding convertible security, warrant, option or other security of
the Corporation.
(u) Subsidiary: Any corporation which at the time qualifies as
a subsidiary of the Corporation under the definition of "subsidiary corporation"
in Section 424(f) of the Code.
(v) 10% Shareholder: Any person who immediately after the
grant of an Option to such person owns, within the meaning of Section 422(b)(6)
of the Code, shares of stock possessing more than 10% of the total combined
voting power of all classes of stock of the Corporation.
-5-
<PAGE>
The plural of any of the foregoing definitions shall be used
herein as the context may require.
2. Objective of the Plan.
---------------------
This Plan is intended to further the policy of the Corporation
to encourage ownership of the Common Stock by Key Employees of the Corporation
and the Subsidiaries and to provide incentives for such persons to put forth
maximum effort for the successful operations of the Corporation and the
Subsidiaries, as the case may be. By extending to such persons the opportunity
to acquire a proprietary interest in the Corporation and, thereby, to
participate in its success, the Plan is expected to benefit the Corporation and
its shareholders by enabling the Corporation and the Subsidiaries to attract and
retain highly qualified persons and by rewarding Key Employees for their
contributions toward increasing the value of the Corporation's capital stock.
3. Stock Reserved for the Plan.
---------------------------
4,188,000 shares of authorized but unissued Common Stock are
reserved for issuance upon the exercise of Options. So long as Options are
outstanding, the Corporation will at all times keep available the number of
shares of Common Stock as shall be sufficient to satisfy the requirements of the
Plan.
In lieu of unissued shares, the Corporation, in its
discretion, may transfer, upon the exercise of Options, reacquired shares or
shares bought in the market for the purposes of the Plan; provided, however,
that (subject to the provisions of Section 14 hereof) the total number of shares
that may be sold upon exercise of Options shall not exceed 4,188,000.
-6-
<PAGE>
If any Options shall terminate for any reason or expire
without having been exercised in full, the shares of Common Stock not purchased
under such Options shall again be available for the purposes of the Plan.
4. Administration of the Plan.
--------------------------
The Administrator shall administer the Plan. Subject to the
provisions of the Plan, the Administrator shall have plenary authority in its
discretion to make all determinations deemed necessary or advisable for the
administration of the Plan, including, without limitation: (a) to grant Options,
which Options shall be conditioned on the execution of an Option Agreement
substantially in the form of Exhibit A attached hereto (in the case of a
Non-Qualified Stock Option) or Exhibit B attached hereto (in the case of an
Incentive Stock Option), with such modifications as the Administrator may deem
appropriate or desirable, within the terms of the Plan and the requirements of
law; (b) to determine the purchase price of the Common Stock covered by each
Option, the persons to whom, and the time or times at which Options shall be
granted, whether such Options shall be Incentive Stock Options, Non-Qualified
Stock Options, or both, and the number of shares of Common Stock to be covered
by each such Option; (c) to interpret the Plan; (d) to prescribe, amend and
rescind rules and regulations relating to the Plan; (e) to determine the terms
of particular Option Agreements (which may differ among Option Agreements)
executed and delivered under the Plan, including, but not limited to, such terms
and provisions as the Administrator may prescribe relating to any agreement by
-7-
<PAGE>
persons to whom an Option has been granted to serve for a specified time before
the Option becomes exercisable in whole or in part, or to any agreement by such
persons not to compete with the Corporation, in addition to such terms and
conditions as shall be required in the judgment of the Administrator to conform
to any change in law or regulation applicable thereto; (f) with the consent of
the respective Optionee, to modify or amend any Option Agreement; (g) to execute
on behalf of the Corporation any instrument required to effectuate the grant of
an Option; (h) to accelerate the exercise date of any Option; and (i) to ensure
satisfaction of any withholding tax obligation which may be imposed with respect
to the grant or exercise of any Option or with respect to the disposition of
shares of Common Stock acquired pursuant to the exercise of such Option. The
Administrator's determination on the foregoing matters shall be final,
conclusive and binding on all interested parties.
5. Eligibility; Factors to be Considered in Granting Options.
---------------------------------------------------------
A Non-Qualified Stock Option may be granted to any person who,
at the time the Option is granted, is a Key Employee. An Incentive Stock Option
may be granted to any Key Employee who is an "employee," as such term is used in
Section 422(a) of the Code, of the Corporation or a Subsidiary. No Incentive
Stock Option may be granted hereunder to a 10% Shareholder unless (i) the Option
price is at least 110% of the Fair Market Value of such stock on the date of
grant and (ii) the Option may not be exercised more than five (5) years after
the date of grant.
-8-
<PAGE>
In determining the Key Employees to whom Options shall be
granted, the terms of the Option, the number of shares to be covered by each
Option and whether such Option shall be granted as an Incentive Stock Option or
a Non-Qualified Stock Option, the Administrator shall take into account the
respective duties of such Key Employees, their respective present and potential
contributions to the success of the Corporation or a Subsidiary and such other
factors as the Administrator shall deem relevant in connection with
accomplishing the purposes of the Plan. Subject to the provisions of Section 6
hereof, an Optionee who has been granted an Option may be granted and hold an
additional Option or Options if the Administrator shall so determine.
6. Maximum Allotment of Options.
----------------------------
The aggregate Fair Market Value (determined as of the date of
the grant of the Option) of the shares of Common Stock with respect to which
Incentive Stock Options granted to any person under the Plan and under all other
incentive stock option plans of the Corporation, any parent of the Corporation
or any Subsidiary are first exercisable by such individual during any calendar
year shall not exceed $100,000. The foregoing limitation shall not apply to
Non-Qualified Stock Options granted hereunder.
7. Option Prices.
-------------
The purchase price of the Common Stock covered by each Option
shall be determined by the Administrator, but shall not be less than 90% (100%
in the case of an Incentive Stock Option; 110% in the case of an Incentive Stock
Option granted to a 10%
-9-
<PAGE>
Shareholder) of the Fair Market Value of the Common Stock on the date of the
grant of the Option.
8. Term of Options.
---------------
The term of each Option shall be for such period as the
Administrator shall determine, but not more than ten (10) years (or five (5)
years in the case of an Incentive Stock Option granted to a 10% Shareholder)
from the date of the grant thereof, and shall be subject to earlier termination
as hereinafter provided.
9. Exercise of Options.
-------------------
The vesting schedule, if any, for Options shall be determined
by the Administrator and set forth in each Option Agreement, as applicable.
Unless otherwise provided in the Option Agreement, an Optionee may purchase all,
or from time to time any part, of the shares for which the right to purchase has
accrued to such person in accordance with the terms of this Section 9; provided,
however, that an Option shall not be exercised as to fewer than one hundred
(100) shares, or the remaining shares covered by the Option if fewer than one
hundred (100), at any one time.
An Option shall be deemed to be exercised when the Optionee
(or the person entitled to exercise the Option under Section 13 hereof) shall
have delivered to the Corporation, to the attention of its Secretary:
(i) written notice of such exercise on a form prescribed by
the Corporation for such exercise, which notice shall identify the Option
Agreement, the number of shares as to
-10-
<PAGE>
which the Option is being exercised and the exercise price, and shall contain
such representations or agreements as are required by the terms of the Plan or
the Option Agreement; and
(ii) payment as described herein or in the Option Agreement
for the shares with respect to which the Option is exercised.
The purchase price of the shares as to which an Option shall
be exercised shall be paid in full at the time of exercise in cash or currency
of the United States of America or, if permitted by the Administrator, by
delivery of shares of Common Stock having a Fair Market Value equal to such
purchase price as of the time of exercise (determined as provided in Section 7
above). Except as provided in Sections 12 and 13 hereof, no Option may be
exercised at any time unless the Optionee is then an Employee.
Notwithstanding anything herein to the contrary, no Option may
be exercised, and no shares shall be issued with respect to an Option, unless at
the time of exercise either (A)(i) a registration statement has been filed with
the Securities and Exchange Commission which has become effective with respect
to the shares subject to the Option, (ii) appropriate registration or
qualification has been effected under applicable state securities laws, and
(iii) the exercise of such Option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law and the
requirements of any stock exchange upon which the shares may then be listed or
(B) the Administrator shall have determined,
-11-
<PAGE>
based upon the advice of counsel, that an exemption from registration under
federal securities laws, and from registration or qualification under applicable
state securities laws, shall be available with respect to the issuance of shares
subject to an Option, and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law.
10. Agreements to Serve.
-------------------
Each Optionee shall agree in the Option Agreement that such
Optionee will, during his employment, devote that amount of time, energy and
skill as required by any written employment agreement between such Optionee and
the Corporation or any Subsidiary, as the case may be, or, if there is no such
written employment agreement, substantially his entire time, energy and skill,
to the service of the Corporation or any Subsidiary that employs such Optionee
and the promotion of the interests of the Corporation or any Subsidiary, as the
case may be, subject to vacations, sick leave and other absences in accordance
with the regular policies of the Corporation or any such Subsidiary, as the case
may be. If an Optionee shall at any time not be an Employee, the Option shall
immediately terminate without any notice or action on the part of the
Corporation, subject to exercise as provided in Sections 12 or 13 hereof.
11. Nontransferability of Options.
-----------------------------
An Option shall not be transferable otherwise than by will, by
the laws of descent and distribution or pursuant to a "qualified domestic
relations order" (as defined in Section 414(p) of the Code), and an Option may
be exercised, during the
-12-
<PAGE>
lifetime of the Optionee, only by such Optionee or his legal representative, as
the case may be.
12. Termination of Employment.
-------------------------
In the event that the services of the Optionee shall at any
time be terminated by the Corporation or a Subsidiary, or by a successor
corporation after a Change of Control, for "cause," all Options held by such
Optionee shall terminate immediately upon such termination for cause.
Except as provided in Section 17, in the event that the
services of an Optionee shall at any time be terminated by the Corporation or a
Subsidiary, or by a successor corporation after a Change of Control, as the case
may be, without cause, the Options held by such Optionee shall be exercisable to
the extent that such Optionee was entitled to do so at the date of termination
of such Optionee's services to the Corporation or a Subsidiary, or a successor
corporation after a Change of Control, as the case may be, at any time within
ninety (90) days after the date of such termination, but in no event after the
expiration of the term of the Option.
In the event of the retirement of an Optionee from the employ
of the Corporation or a Subsidiary in accordance with the Corporation's or
Subsidiary's retirement policies (as in effect at the time of retirement) during
the term of one or more Options, each such Option shall be exercisable,
regardless of whether such Option would otherwise be exercisable on the date of
such retirement, at any time within three (3) years following the date of such
Optionee's retirement in the case of Non-Qualified
-13-
<PAGE>
Stock Options, and three (3) months following the date of such Optionee's
retirement, in the case of Incentive Stock Options, but in no event after the
expiration of the term of the Option.
In the event that the services of an Optionee are terminated
by the Optionee, all Options held by such Optionee shall terminate immediately
upon the effective date of the termination of such Optionee's services to the
Corporation or a Subsidiary, as the case may be.
Options granted under the Plan shall not be affected by any
change of duties or position of the Optionee so long as the Optionee continues
to be an Employee. Nothing in the Plan or in any Option shall confer upon any
Employee the right to continue in the employ of the Corporation or any
Subsidiary or interfere with the right of the Corporation or any Subsidiary by
which such Optionee is employed to terminate such Optionee's employment at any
time for any reason.
For purposes of this Section 12, "cause" with respect to any
Optionee shall have the meaning ascribed to such term in any employment
agreement between such Optionee and the Corporation. In the event that such
Optionee has no such employment agreement with the Corporation, "cause" shall
mean fraud, dishonesty, willful destruction of property of the Corporation or
any Subsidiary, or gross negligence in the performance of the services and
duties required to be performed by the Optionee for the Corporation or any
Subsidiary, as the case may be, pursuant to any employment agreement or
otherwise (not to include matters of judgment or the results of duties
-14-
<PAGE>
performed in good faith), each as determined in good faith by the Administrator.
13. Disability or Death of Optionee.
-------------------------------
If an Employee who is an Optionee suffers a Permanent and
Total Disability or dies while in the service of the Corporation or a
Subsidiary, the Options held by such Optionee shall immediately become
exercisable by such Optionee or his executor, administrator or other person at
the time entitled by law to the Optionee's rights under such Options, as the
case may be, at any time within three (3) years (or, in the case of Permanent
and Total Disability, one (1) year for Incentive Stock Options) following the
date of such Optionee's termination of employment due to such disability or
death, as the case may be, but in no event after the expiration of the term of
the Option.
14. Adjustments upon Changes in Capitalization.
------------------------------------------
In the event there is any change in the Common Stock through
the declaration of stock dividends, a recapitalization resulting in a stock
split, a combination or exchange of shares, or otherwise (other than as
contemplated by the Corporation's certificate of incorporation, as amended), the
Administrator shall appropriately adjust the number or class of shares of Common
Stock covered by any Option, as well as the price to be paid therefor; and, in
the event of any such change in the outstanding Common Stock, the aggregate
number and class of shares available under the Plan shall be appropriately
adjusted. In the event of the proposed dissolution or liquidation of the
Corporation, or in the event of a proposed sale of all or
-15-
<PAGE>
substantially all of the assets of the Corporation, or the merger or
consolidation of the Corporation with or into another corporation, in addition
to any consequence of such event prescribed by the Plan, the Administrator may
(a) make provision for adjusting the number or class of shares covered by any
Option, as well as the price to be paid therefor, or (b) declare that any Option
shall terminate as of a date to be fixed by the Administrator and give each
Optionee the right to exercise his Option as to all or any part of these shares,
including shares, in the Administrator's discretion, as to which the Option
would not otherwise be exercisable.
No fractional shares of Common Stock shall be issuable on
account of any action aforesaid, and the aggregate number of shares into which
shares then covered by the Option are changed as a result of such action shall
be reduced to the largest number of whole shares resulting from such action
unless the Board, in its discretion, shall determine to issue scrip certificates
in respect of any fractional shares, which scrip certificates, in such event,
shall be in a form and have such terms and conditions as the Board, in its
discretion, shall prescribe.
15. Time of Granting Options.
------------------------
Nothing contained in the Plan or in any resolution to be
adopted by the Board or the holders of Common Stock of the Corporation shall
constitute the granting of any Option. An Option shall be deemed to have been
granted on the date on which the name of the Optionee, the Option price per
share of Common
-16-
<PAGE>
Stock and the other terms of the Option are determined by action of the
Administrator.
16. Termination and Amendment of the Plan.
-------------------------------------
Unless the Plan shall have been terminated as hereinafter
provided, no Option shall be granted hereunder after the tenth (10th)
anniversary date of the earlier of (A) the adoption of the Plan by the Board or
(B) the approval of the Plan by the shareholders of the Corporation. The Board
may at any time prior to such date terminate the Plan or make such modifications
to or amendments of the Plan as it shall deem advisable; provided, however, that
no amendment may be made, without the approval of the shareholders of the
Corporation, except as provided in Section 14 hereof, which would (i) increase
the maximum number of shares for which Options may be granted under the Plan,
(ii) amend the requirements as to the class of persons eligible to receive
Options or (iii) materially increase the benefits accruing to Optionees under
the Plan, including, without limitation, by increasing the maximum term of
Options as provided in Section 8 hereof or the maximum granting term of Options
as provided in the first sentence of this Section 16, by changing the minimum
purchase price of Options or by providing for the administration of the Plan
other than by the Administrator. No termination, modification, or amendment of
the Plan may, without the written consent of the Optionee to whom an Option
shall theretofore have been granted, adversely affect the rights and interests
of such Optionee under such Option.
-17-
<PAGE>
17. Change of Control.
-----------------
In the event of a Change of Control other than a Pooling
Transaction (as hereinafter defined) during the term of one or more Options,
such Options shall, subject to the provisions of Section 14, remain outstanding
and shall become exercisable by the Optionee upon the terms and conditions of
the Plan and the Option Agreement between the respective Optionee and the
Corporation; provided, however, that the Administrator may, in its discretion,
take one or more of the following actions in connection with a Change of Control
(other than a Pooling Transaction):
(a) permit the acquiror to assume the obligations of
the Corporation under the Plan and provide for the substitution of options to
purchase securities of the acquiror having a value (at the time of substitution)
substantially equivalent to or greater than the Common Stock issuable upon
exercise of all Options and on terms substantially the same as or better than
those granted under the Plan, all as determined by the Administrator, whereupon
all outstanding Options and all future Options granted under the Plan shall
thenceforth become options to purchase such securities of the acquiror on such
terms and in accordance with the Plan;
(b) declare that any or all Options shall terminate
as of a date to be fixed by the Administrator and give the respective Optionees
the right to exercise such Option or Options prior to such date as to all or any
part of the shares covered thereby including, in the Administrator's discretion,
-18-
<PAGE>
shares as to which any such Option or Options would not otherwise be
exercisable;
(c) declare that any or all Options shall terminate
as of a date to be fixed by the Administrator and may require that the
respective Optionees surrender all or a portion of their unexercised Options
(other than those permitted to be exercised in accordance with paragraph (b) of
this Section 17) for cancellation by the Corporation prior to such date
(including any such Option or Options which would not otherwise be exercisable)
and, upon such surrender, the Optionee shall receive (i) the cash, securities or
other consideration he would have received had he been entitled to exercise, and
had he exercised, such Option or Options immediately prior to such Change of
Control and had he disposed of his shares issuable upon such exercise in
connection with such Change of Control (subject to required deductions and
withholdings), minus (ii) an amount of cash or fair market value of securities
or other such consideration equal to the exercise price of such Option or
Options surrendered; and/or
(d) declare that, upon the exercise of any or all
Options after a Change of Control in accordance with the provisions of the Plan,
the respective Optionee shall be entitled to receive only the cash, securities
or other consideration he would have been entitled to receive had he been
entitled to exercise, and had he exercised, such Option immediately prior to
such Change of Control and had he disposed of his Option shares in connection
with such Change of Control.
-19-
<PAGE>
If, during the term of one or more Options, there shall occur
a Change of Control which is intended to qualify as a "pooling of interests" for
accounting and financial reporting purposes (a "Pooling Transaction"), it shall
be a condition to the effectiveness of such Change of Control transaction that
the acquiror agree to assume the obligations of the Corporation under the Plan
and to provide for the substitution of options to purchase securities equivalent
to, and with terms the same as, those granted under the Plan, all as determined
by the Administrator.
18. Government Regulations; Withholding.
-----------------------------------
The Plan, the grant and exercise of Options and the
obligations of the Corporation to sell and deliver shares of Common Stock upon
the exercise of such Options shall be subject to all applicable federal and
state laws, rules and regulations.
The Corporation shall have the right to require the payment
(through withholding from the Optionee's salary, retention and cancellation of a
full number of shares having a market value of not less than the amount of the
withholding taxes or otherwise as the Corporation shall deem in its sole and
conclusive discretion to be in its best interests) of any federal, state, local,
or foreign taxes which it believes are or may be required to be withheld from
any transfer of shares of Common Stock hereunder (including a transfer of shares
of Common Stock upon the exercise of an Option).
-20-
<PAGE>
19. Shareholder Approval.
--------------------
The Plan shall become effective upon its adoption by the
Board, subject, however, to approval by the shareholder of the Corporation as
required by Section 422(b)(1) of the Code. The grant of any Option prior to such
shareholder approval shall be conditioned on such shareholder approval.
20. Governing Law.
-------------
This Plan shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to any principles
of conflicts of law.
-21-
<PAGE>
EXHIBIT A
BT OFFICE PRODUCTS INTERNATIONAL, INC.
1995 STOCK OPTION PLAN
NON-QUALIFIED
STOCK OPTION AGREEMENT
BT Office Products International, Inc. (the "Corporation"), a Delaware
corporation, hereby grants to ______________________ (the "Optionee") a
Non-Qualified Stock Option (the "Option") as of the Grant Date (as hereinafter
defined) to purchase a total of ___________ shares of the Corporation's common
stock, par value $.01 per share (the "Common Stock"), at the Option Price (as
hereinafter defined) and in all respects subject to the terms and conditions of
the BT Office Products International, Inc. 1995 Stock Option Plan (the "Plan")
adopted by the Corporation, which is annexed hereto as Exhibit 1 and
incorporated herein by reference. In the event of any inconsistency between this
Agreement and the Plan, the Plan shall control.
1. Option Price. The price for each share of Common Stock under the
Option is $___ (the "Option Price"). [100% OF FAIR MARKET VALUE]
2. Exercise of Option. The Option shall be exercisable in accordance
with the terms and conditions of the Plan as follows:
(i) Right to Exercise. [INSERT VESTING SCHEDULE, IF ANY];
(ii) Method of Exercise. The Option shall be exercisable by
written notice on a form prescribed by the Corporation which shall state the
election to exercise the Option, the number of shares in respect of which the
Option is being exercised, and such representations and agreements as to
<PAGE>
the Optionee's investment intent with respect to the shares of Common Stock
being purchased by such Optionee upon exercise of the Option as may be required
by the Corporation pursuant to the Plan. Such written notice shall be signed by
the Optionee and shall be delivered in person or by certified mail to the
Secretary of the Corporation. The written notice shall be accompanied by payment
of the Option Price for each share in respect of which the Option is being
exercised (the "Purchase Price").
(iii) Payment. Payment of the Purchase Price shall be paid in
full at the time of exercise in cash or currency of the United States of America
or, if permitted by the Administrator, by delivery of shares of Common Stock
having a fair market value equal to the Purchase Price as of the time of
exercise (determined as provided in Section 7 of the Plan).
(iv) Legend. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be registered in
the name of the Optionee and, unless a registration statement shall have been
filed and shall then be effective covering such shares, shall contain a legend
to the following effect:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
AND HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND NOT WITH A VIEW TO THE
DISTRIBUTION THEREOF, AND SUCH SECURITIES
MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH
SALE OR TRANSFER IS REGISTERED UNDER SUCH
ACT OR THE CORPORATION RECEIVES AN OPINION
OF COUNSEL FOR THE HOLDER OF THESE
SECURITIES SATISFACTORY TO THE CORPORATION
STATING THAT SUCH SALE OR TRANSFER IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS
-2-
<PAGE>
OF THE ACT, AND UNLESS SUCH SALE OR
TRANSFER IS AUTHORIZED UNDER APPLICABLE
STATE LAW.
(v) Restrictions on Exercise. The Option may not be exercised
if the issuance of shares of Common Stock upon such exercise would constitute a
violation of any applicable federal or state securities laws or other law or
regulation. As a condition to the exercise of the Option, the Corporation may
require the Optionee to make any representation and warranty to the Corporation
as may be required by any applicable law or regulation.
3. Employment of Optionee. The Optionee agrees that, during the course
of his employment by the Corporation or a Subsidiary, the Optionee will devote
his entire time, energy and skill to the service of the Corporation or such
Subsidiary, as the case may be, subject to vacations, sick leave and other
absences in accordance with the regular policies of the Corporation or such
Subsidiary, as the case may be. Nothing in the Plan or the Option shall confer
upon the Optionee the right to continue in the employ of the Corporation or
interfere with the right of the Corporation to terminate the Optionee's
employment at any time for any reason. Upon the termination of the Optionee's
employment with the Corporation or a Subsidiary, as the case may be, the Options
held by such Optionee shall be exercisable only to the extent, if any, provided
in Section 12 of the Plan (in the case of termination by the employer for
"cause" or without cause or by the Optionee due to retirement or otherwise) or
Section 13 of the Plan (in the case of termination due to disability or death),
as the case may be.
-3-
<PAGE>
4. Nontransferability of Option. The Option may not be transferred
otherwise than by will, by the laws of descent or distribution or pursuant to a
"qualified domestic relations order" (as defined in Section 414(p) of the Code),
and the Option may be exercised, during the lifetime of the Optionee, only by
the Optionee.
5. Term of Option; Termination. Subject to Section 2(i) hereof, the
Option may be exercised until _____________ __, 20__ [INSERT DATE TEN YEARS
AFTER GRANT DATE] and may be exercised during such time only in accordance with
the terms and conditions of the Plan and the Option. The Option may be
terminated in accordance with the Plan.
6. Governing Law. This Agreement shall be governed by and construed
under the internal laws of the State of Delaware.
7. Waiver. A waiver by the Corporation of any of the terms or
conditions contained in this Agreement or the Plan shall not operate or be
construed to be a subsequent waiver of such term or condition or of any other
term or condition hereof or thereof.
8. Definitions. All capitalized terms used herein and not defined
herein have the meanings ascribed to such terms in the Plan.
9. The Plan. The Optionee agrees to the terms and conditions of the
Plan and accepts the Option subject to all of the terms and conditions of the
Plan. The Optionee hereby agrees to accept as binding, conclusive and final all
decisions under, and interpretations of, the Plan by the Administrator.
10. Grant Date. The date of the grant of the Option is ________, 19__
(the "Grant Date").
-4-
<PAGE>
BT OFFICE PRODUCTS INTERNATIONAL, INC.
By______________________________________
Name:
Title:
OPTIONEE:
________________________________________
Name:
-5-
<PAGE>
Exhibit 1
BT Office Products International, Inc.
1995 Stock Option Plan
<PAGE>
EXHIBIT B
BT OFFICE PRODUCTS INTERNATIONAL, INC.
1995 STOCK OPTION PLAN
INCENTIVE
STOCK OPTION AGREEMENT
BT Office Products International, Inc. (the "Corporation"), a Delaware
corporation, hereby grants to ______________________ (the "Optionee") an
Incentive Stock Option (the "Option") as of the Grant Date (as hereinafter
defined) to purchase a total of ___________ shares of the Corporation's common
stock, par value $.01 per share (the "Common Stock"), at the Option Price (as
hereinafter defined) and in all respects subject to the terms and conditions of
the BT Office Products International, Inc. 1995 Stock Option Plan (the "Plan")
adopted by the Corporation, which is annexed hereto as Exhibit 1 and
incorporated herein by reference. In the event of any inconsistency between this
Agreement and the Plan, the Plan shall control.
1. Option Price. The price for each share of Common Stock under the
Option is $___ (the "Option Price"). [100% OF FAIR MARKET VALUE; 110% OF FAIR
MARKET VALUE TO A 10% SHAREHOLDER (SEE SECTION 7 OF THE PLAN)]
2. Exercise of Option. The Option shall be exercisable in accordance
with the terms and conditions of the Plan as follows:
(i) Right to Exercise.[INSERT VESTING SCHEDULE, IF ANY]
(ii) Method of Exercise. The Option shall be exercisable by
written notice on a form prescribed by the Corporation which shall state the
election to exercise the Option, the number of shares in respect of which the
<PAGE>
Option is being exercised, and such representations and agreements as to the
Optionee's investment intent with respect to the shares of Common Stock being
purchased by such Optionee upon exercise of the Option as may be required by the
Corporation pursuant to the Plan. Such written notice shall be signed by the
Optionee and shall be delivered in person or by certified mail to the Secretary
of the Corporation. The written notice shall be accompanied by payment of the
Option Price for each share in respect of which the Option is being exercised
(the "Purchase Price").
(iii) Payment. Payment of the Purchase Price shall be paid in
full at the time of exercise in cash or currency of the United States of America
or, if permitted by the Administrator, by delivery of shares of Common Stock
having a fair market value equal to the Purchase Price as of the time of
exercise (determined as provided in Section 7 of the Plan).
(iv) Legend. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be registered in
the name of the Optionee and, unless a registration statement shall have been
filed and shall then be effective covering such shares, shall contain a legend
to the following effect:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
AND HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND NOT WITH A VIEW TO THE
DISTRIBUTION THEREOF, AND SUCH SECURITIES
MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH
SALE OR TRANSFER IS REGISTERED UNDER SUCH
ACT OR THE CORPORATION RECEIVES AN OPINION
OF COUNSEL FOR THE HOLDER OF THESE
-2-
<PAGE>
SECURITIES SATISFACTORY TO THE CORPORATION
STATING THAT SUCH SALE OR TRANSFER IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE ACT, AND UNLESS SUCH SALE OR
TRANSFER IS AUTHORIZED UNDER APPLICABLE
STATE LAW.
(v) Restrictions on Exercise. The Option may not be exercised
if the issuance of shares of Common Stock upon such exercise would constitute a
violation of any applicable federal or state securities laws or other law or
regulation. As a condition to the exercise of the Option, the Corporation may
require the Optionee to make any representation and warranty to the Corporation
as may be required by any applicable law or regulation.
3. Employment of Optionee. The Optionee agrees that, during the course
of his employment by the Corporation or a Subsidiary, the Optionee will devote
his entire time, energy and skill to the service of the Corporation or such
Subsidiary, as the case may be, subject to vacations, sick leave and other
absences in accordance with the regular policies of the Corporation or such
Subsidiary, as the case may be. Nothing in the Plan or the Option shall confer
upon the Optionee the right to continue in the employ of the Corporation or
interfere with the right of the Corporation to terminate the Optionee's
employment at any time for any reason. Upon the termination of the Optionee's
employment with the Corporation or a Subsidiary, as the case may be, the Options
held by such Optionee shall be exercisable only to the extent, if any, provided
in Section 12 of the Plan (in the case of termination by the employer for
"cause"
-3-
<PAGE>
or without cause or by the Optionee due to retirement or otherwise) or Section
13 of the Plan (in the case of termination due to disability or death), as the
case may be.
4. Nontransferability of Option. The Option may not be transferred
otherwise than by will, by the laws of descent or distribution or pursuant to a
"qualified domestic relations order" (as defined in Section 414(p) of the Code),
and the Option may be exercised, during the lifetime of the Optionee, only by
the Optionee.
5. Term of Option; Termination. Subject to Section 2(i) hereof, the
Option may be exercised until _____________ __, 20__ [INSERT EXPIRATION DATE;
FOR A 10% SHAREHOLDER, DATE MAY NOT EXCEED FIVE YEARS FOLLOWING GRANT DATE; FOR
OTHERS, DATE MAY NOT EXCEED TEN YEARS FOLLOWING GRANT DATE] and may be exercised
during such time only in accordance with the terms and conditions of the Plan
and the Option. The Option may be terminated in accordance with the Plan.
6. Governing Law. This Agreement shall be governed by and construed
under the internal laws of the State of Delaware.
7. Waiver. A waiver by the Corporation of any of the terms or
conditions contained in this Agreement or the Plan shall not operate or be
construed to be a subsequent waiver of such term or condition or of any other
term or condition hereof or thereof.
8. Definitions. All capitalized terms used herein and not defined
herein have the meanings ascribed to such terms in the Plan.
-4-
<PAGE>
9. The Plan. The Optionee agrees to the terms and conditions of the
Plan and accepts the Option subject to all of the terms and conditions of the
Plan. The Optionee hereby agrees to accept as binding, conclusive and final all
decisions under, and interpretations of, the Plan by the Administrator.
10. Grant Date. The date of the grant of the Option is __________, 19__
(the "Grant Date").
BT OFFICE PRODUCTS INTERNATIONAL, INC.
By _________________________________
Name:
Title:
OPTIONEE:
____________________________________
Name:
-5-
<PAGE>
Exhibit 1
BT Office Products International, Inc.
1995 Stock Option Plan
<PAGE>
Exhibit 99(b)
BT OFFICE PRODUCTS INTERNATIONAL, INC.
AMENDED AND RESTATED
NON-QUALIFIED
STOCK OPTION AGREEMENT
This Amended and Restated Non-Qualified Stock Option Agreement (this
"Agreement") is made and entered into as of the 25th day of June, 1996 between
BT Office Products International, Inc., a Delaware corporation (the
"Corporation"), and Mr. Herman C. Brauckmann (the "Optionee").
W I T N E S S E T H :
Whereas, pursuant to a Non-Qualified Stock Option Agreement (the
"Original Option Agreement"), the Corporation granted to the Optionee a
Non-Qualified Stock Option (the "Option") as of July 18, 1995 (the "Grant Date")
to purchase a total of 20,000 shares of the Corporation's common stock, par
value $.01 per share (the "Common Stock"), at the Option Price (as hereinafter
defined) and in all respects subject to the terms and conditions of the Original
Option Agreement; and
Whereas, after entering into the Original Option Agreement, the
Corporation and the Optionee agreed to amend and restate the Original Option
Agreement in order to modify certain terms of the Option.
NOW, THEREFORE, in consideration of the foregoing premises and
intending to be legally bound hereby, the Corporation and the Optionee agree as
follows:
<PAGE>
1. Option Price. The price for each share of Common Stock under the
Option is $11.50 (the "Option Price").
2. Exercise of Option. The Option shall be exercisable in accordance
with the terms and conditions of this Agreement as follows:
(i) Right to Exercise. The Option shall be fully vested and exercisable
immediately as of the Grant Date. The Optionee may purchase all, or from time to
time any part, of the shares for which the right to purchase has vested in the
Optionee in accordance with this Section 2(i); provided, however, that the
Option shall not be exercisable as to fewer than one hundred (100) shares, or
the remaining shares covered by the Option if fewer than one hundred (100), at
any one time. Notwithstanding the foregoing, in the event of a Change of Control
(as hereinafter defined), the Option outstanding as of the effective time of
such Change of Control shall be subject to the provisions of Section 9 of this
Agreement.
(ii) Method of Exercise. The Option shall be exercisable by written
notice on a form prescribed by the Corporation which shall state the election to
exercise the Option, the number of shares in respect of which the Option is
being exercised, and such representations and agreements as to the Optionee's
investment intent with respect to the shares of Common Stock being purchased by
such Optionee upon exercise of the Option as may be required by the Corporation.
Such written notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Secretary of the Corporation. The written
-2-
<PAGE>
notice shall be accompanied by payment of the Option Price for each share in
respect of which the Option is being exercised.
(iii) Payment. The Option Price shall be paid in full at the time of
exercise in cash in U.S. dollars.
(iv) Legend. The certificate or certificates for shares of Common Stock
as to which the Option shall be exercised shall be registered in the name of the
Optionee and, unless a registration statement shall have been filed and shall
then be effective covering such shares, shall contain a legend to the following
effect:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
AND HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND NOT WITH A VIEW TO THE
DISTRIBUTION THEREOF, AND SUCH SECURITIES
MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH
SALE OR TRANSFER IS REGISTERED UNDER SUCH
ACT OR THE CORPORATION RECEIVES AN OPINION
OF COUNSEL FOR THE HOLDER OF THESE
SECURITIES SATISFACTORY TO THE CORPORATION
STATING THAT SUCH SALE OR TRANSFER IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE ACT, AND UNLESS SUCH SALE OR
TRANSFER IS AUTHORIZED UNDER APPLICABLE
STATE LAW.
(v) Restrictions on Exercise. Notwithstanding anything herein to the
contrary, the Option may not be exercised, and no shares shall be issued with
respect to the Option, unless at the time of exercise either (A)(i) a
registration statement has been filed with the Securities and Exchange
Commission which has become effective with respect to the shares subject to the
Option, (ii) appropriate registration or qualification has been effected under
applicable state
-3-
<PAGE>
securities laws, and (iii) the exercise of the Option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law and the requirements of any stock exchange upon which the
shares may then be listed or (B) the Board of Directors of the Corporation (the
"Board") shall have determined, based upon the advice of counsel, that an
exemption from registration under federal securities laws, and from registration
or qualification under applicable state securities laws, shall be available with
respect to the issuance of shares subject to the Option, and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law. As a condition to the exercise of the Option, the Corporation
may require the Optionee to make any representation and warranty to the
Corporation as may be required by any applicable law or regulation.
3. Employment of Optionee. The Optionee agrees that, during the course
of his employment by NV Koninklijke KNP BT ("KNP BT") or another Affiliate (as
hereinafter defined) of the Corporation, the Optionee will devote his entire
time, energy and skill to the service of KNP BT or such other Affiliate, subject
to vacations, sick leave and other absences in accordance with the regular
policies of KNP BT or such other Affiliate. Nothing in this Agreement shall
confer upon the Optionee the right to continue in the employ of KNP BT or such
other Affiliate or interfere with the right of KNP BT or such other Affiliate to
terminate the Optionee's employment at any time for any reason. Upon the
-4-
<PAGE>
termination of the Optionee's employment with KNP BT or such other Affiliate,
the Option shall be exercisable only to the extent, if any, provided in Section
6 of this Agreement (in the case of termination by the employer for "cause" or
without cause or by the Optionee due to retirement or otherwise) or Section 7 of
this Agreement (in the case of termination due to disability or death), as the
case may be. For purposes of this Agreement, the term "Affiliate" means any
entity directly or indirectly controlling, controlled by or under common control
with the Corporation, whether by stock ownership, agreement or otherwise,
including, without limitation, VRG Holding B.V. and its directly or indirectly
majority-owned subsidiaries.
4. Nontransferability of Option. The Option may not be transferred
otherwise than by will, by the laws of descent or distribution or pursuant to a
"qualified domestic relations order" (as defined in Section 414(p) of the
Internal Revenue Code of 1986, as amended (the "Code")), and the Option may be
exercised, during the lifetime of the Optionee, only by the Optionee.
5. Term of Option; Termination. Subject to Section 2(i) hereof, the
Option may be exercised until July 18, 2000 and may be exercised during such
time only in accordance with the terms and conditions of this Agreement. The
Option may be terminated in accordance with the provisions of this Agreement.
6. Termination of Employment. In the event that the services of the
-5-
<PAGE>
Optionee shall at any time be terminated by KNP BT or another Affiliate for
"cause," the Options shall terminate immediately upon such termination for
cause.
Except as provided in Section 9 hereof, in the event that the services
of the Optionee shall at any time be terminated by KNP BT or another Affiliate
without cause, the Option shall be exercisable to the extent that the Optionee
was entitled to do so at the date of termination of the Optionee's services to
KNP BT or such other Affiliate at any time within ninety (90) days after the
date of such termination, but in no event after the expiration of the term of
the Option.
In the event of the retirement of the Optionee from the employ of KNP BT
or another Affiliate in accordance with KNP BT's or such other Affiliate's
retirement policies (as in effect at the time of retirement) during the term of
the Option, the Option shall be exercisable, regardless of whether the Option
would otherwise be exercisable on the date of such retirement, at any time
within three (3) years following the date of the Optionee's retirement, but in
no event after the expiration of the term of the Option.
In the event that the services of the Optionee to KNP BT or another
Affiliate are terminated by the Optionee, the Option shall terminate immediately
upon the effective date of the termination of the Optionee's services.
For purposes of this Section 6, "cause" with respect to the Optionee
shall have the meaning ascribed to such term in any employment agreement between
-6-
<PAGE>
the Optionee and KNP BT or another Affiliate. In the event that such Optionee
has no such employment agreement, "cause" shall mean fraud, dishonesty, willful
destruction of property of KNP BT or such other Affiliate, or gross negligence
in the performance of the services and duties required to be performed by the
Optionee for KNP BT or such other Affiliate, pursuant to any employment
agreement or otherwise (not to include matters of judgment or the results of
duties performed in good faith), each as determined in good faith by the Board.
7. Disability or Death of Optionee. If the Optionee suffers a Permanent
and Total Disability (as hereinafter defined) or dies while in the service of
KNP BT or another Affiliate, the Option held by the Optionee shall immediately
become exercisable by the Optionee or his executor, administrator or other
person at the time entitled by law to the Optionee's rights under the Option, as
the case may be, at any time within three (3) years following the date of the
Optionee's termination of employment due to such disability or death, as the
case may be, but in no event after the expiration of the term of the Option. For
purposes of the foregoing, the term "Permanent and Total Disability" shall have
the meaning ascribed to such term in Section 22(e)(3) of the Code.
8. Adjustments upon Changes in Capitalization. In the event there is any
change in the Common Stock through the declaration of stock dividends, a
recapitalization resulting in a stock split, a combination or exchange of
shares, or otherwise (other than as contemplated by the Corporation's
-7-
<PAGE>
certificate of incorporation, as amended), the Board shall appropriately adjust
the number or class of shares of Common Stock covered by the Option, as well as
the price to be paid therefor. In the event of the proposed dissolution or
liquidation of the Corporation, or in the event of a proposed sale of all or
substantially all of the assets of the Corporation, or the merger or
consolidation of the Corporation with or into another corporation, the Board may
(a) make provision for adjusting the number or class of shares covered by the
Option, as well as the price to be paid therefor or (b) declare that the Option
shall terminate as of a date to be fixed by the Committee and give the Optionee
the right to exercise his Option as to all or any part of these shares,
including shares, in the Board's discretion, as to which the Option would not
otherwise be exercisable.
No fractional shares of Common Stock shall be issuable on account of any
of the foregoing actions, and the aggregate number of shares into which shares
then covered by the Option are changed as a result of any such action shall be
reduced to the largest number of whole shares resulting from such action unless
the Board of Directors, in its discretion, shall determine to issue scrip
certificates in respect of any fractional shares, which scrip certificates, in
such event, shall be in a form and have such terms and conditions as the Board,
in its discretion, shall prescribe.
9. Change of Control. In the event of a Change of Control (as
hereinafter defined) other than a Pooling Transaction (as hereinafter defined)
during the term of the Option, the Option shall, subject to the provisions of
-8-
<PAGE>
Section 8, remain outstanding and shall become exercisable by the Optionee upon
the terms and conditions of this Agreement; provided, however, that the Board
may, in its discretion, take one or more of the following actions in connection
with a Change of Control (other than a Pooling Transaction):
(a) permit the acquiror to assume the obligations of the
Corporation under this Agreement and provide for the substitution of options to
purchase securities of the acquiror having a value (at the time of substitution)
substantially equivalent to or greater than the Common Stock issuable upon
exercise of the Option and on terms substantially the same as or better than
those granted hereunder, all as determined by the Board, whereupon the Option
shall thenceforth become an option to purchase such securities of the acquiror
on such terms;
(b) declare that the Option shall terminate as of a date to be
fixed by the Board and give the Optionee the right to exercise the Option prior
to such date as to all or any part of the shares covered thereby including, in
the Board's discretion, shares as to which the Option would not otherwise be
exercisable;
(c) declare that the Option shall terminate as of a date to be
fixed by the Board and may require that the Optionee surrender all or a portion
of his unexercised Option (other than those permitted to be exercised in
accordance with paragraph (b) of this Section 9) for cancellation by the
Corporation prior to such date (including any such Option which would not
otherwise be exercisable) and, upon such surrender, the Optionee shall
-9-
<PAGE>
receive (i) the cash, securities or other consideration he would have received
had he been entitled to exercise, and had he exercised, such Option immediately
prior to such Change of Control and had he disposed of his shares issuable upon
such exercise in connection with such Change of Control (subject to any required
deductions and withholdings), minus (ii) an amount of cash or fair market value
of securities or other such consideration equal to the exercise price of such
Option surrendered; and/or
(d) declare that, upon the exercise of the Option after a
Change of Control in accordance with the provisions of this Agreement, the
Optionee shall be entitled to receive only the cash, securities or other
consideration he would have been entitled to receive had he been entitled to
exercise, and had he exercised, the Option immediately prior to such Change of
Control and had he disposed of his Option shares in connection with such Change
of Control.
If, during the term of the Option, there shall occur a Change
of Control which is intended to qualify as a "pooling of interests" for
accounting and financial reporting purposes (a "Pooling Transaction"), it shall
be a condition to the effectiveness of such Change of Control transaction that
the acquiror agree to assume the obligations of the Corporation under this
Agreement and to provide for the substitution of options to purchase securities
equivalent to, and with terms the same as, those granted hereunder, all as
determined by the Board.
-10-
<PAGE>
For purposes of this Agreement, the term "Change of Control"
shall mean, (i) a merger or consolidation of the Corporation with or into
another corporation which is not an affiliate of the Corporation or a
recapitalization or reorganization of the Corporation where, immediately upon
the consummation of such merger, consolidation, reorganization or
recapitalization, the persons who were the shareholders of the Corporation
immediately prior to such merger, consolidation, reorganization or
recapitalization do not immediately thereafter own more than fifty percent (50%)
of the total voting power of the merged, consolidated, reorganized or
recapitalized company's voting securities entitled to vote generally in the
election of directors; (ii) the sale of all or substantially all of the assets
of the Corporation to another person or entity which is not an affiliate of the
Corporation; or (iii) the acquisition by any person, entity or "group"
(excluding, for this purpose, the Corporation, any affiliate of the Corporation,
or any employee benefit plan of the Corporation or of any affiliate of the
Corporation which acquires beneficial ownership of voting securities of the
Corporation) within the meaning of Sections 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of either fifty percent (50%) or more of the then outstanding shares of Common
Stock or fifty percent (50%) or more of the combined voting power of the
Corporation's then outstanding voting
-11-
<PAGE>
securities entitled to vote generally in the election of directors.
10. Restrictions on Sale of Shares. Notwithstanding the immediate
vesting of the Option pursuant to the terms of Section 2(i) of this Agreement,
the Optionee may sell, transfer or otherwise dispose of any underlying shares of
Common Stock acquired upon exercise of the Option (other than pursuant to the
provisions of Section 11 hereof) only in accordance with the following schedule:
(i) prior to the expiration of one (1) year of continuous
regular employment as an employee of KNP BT or another Affiliate ("Continuous
Service") from the Grant Date, none of the shares acquired upon exercise of the
Option may be sold or transferred;
(ii) after the expiration of one (1) year of Continuous
Service but prior to the expiration of two (2) years of Continuous Service from
the Grant Date, up to fifty percent (50%) of such shares covered by the Option
may be sold or transferred by the Optionee after exercise;
(iii) after the expiration of two (2) years of Continuous
Service but prior to the expiration of three (3) years of Continuous Service
from the Grant Date, up to seventy-five percent (75%) of the shares covered by
the Option may be sold or transferred by the Optionee after exercise; and
(iv)after the expiration of three (3) years of Continuous
Service from the Grant Date, one hundred percent
-12-
<PAGE>
(100%) of the shares covered by the Option may be sold or transferred by the
Optionee after exercise.
11. Obligation to Sell Shares to the Corporation. In the event that the
Optionee has exercised all or a portion of the Option and the Continuous Service
of the Optionee terminates for any reason other than death or Permanent and
Total Disability at any time before the expiration of three (3) years of
Continuous Service from the Grant Date, the Optionee shall be obligated to sell
to the Corporation, and the Corporation shall be obligated to purchase from the
Optionee, such number of shares of Common Stock acquired upon exercise of the
Option as follows:
(i) if the Optionee's Continuous Service terminates as
provided above before the expiration of one (1) year from the Grant Date, the
Optionee shall be obligated to sell all of such shares to the Corporation for a
purchase price of $11.50 per share less the amount of any dividends per share
received by the Optionee (the "Option Repurchase Price");
(ii) if the Optionee's Continuous Service terminates as
provided above after the expiration of one (1) year but before the expiration of
two (2) years from the Grant Date, the Optionee shall be obligated to sell to
the Corporation at the Option Repurchase Price such number of shares acquired
upon exercise of the Option in excess of fifty percent (50%) of the total number
of shares covered by the Option; and
(iii) if the Optionee's Continuous Service terminates as
provided above after the expiration of two (2) years but before the expiration
-13-
<PAGE>
of three (3) years from the Grant Date, the Optionee shall be obligated to sell
to the Corporation at the Option Repurchase Price such number of shares acquired
upon exercise of the Option in excess of seventy-five percent (75%) of the total
number of shares covered by the Option.
12. Government Regulations; Withholding. This Agreement, the grant and
exercise of the Option and the obligations of the Corporation to sell and
deliver shares of Common Stock upon the exercise of the Option shall be subject
to all applicable federal and state laws, rules and regulations.
The Corporation shall have the right to require the payment (through
retention and cancellation of a full number of shares having a market value of
not less than the amount of the withholding taxes or otherwise as the
Corporation shall deem in its sole and conclusive discretion to be in its best
interests) of any federal, state, local, or foreign taxes which it believes are
or may be required to be withheld from any transfer of shares of Common Stock
hereunder (including a transfer of shares of Common Stock upon the exercise of
the Option).
13. Administration of Option. The Board shall administer this Option.
The Board shall have the discretion to make all determinations deemed necessary
and advisable to (a) interpret the Option, (b) prescribe, amend and rescind
rules and regulations relating to the Option, (c) with the consent of the
Optionee, to modify or amend this Agreement, (d) to accelerate the exercise date
of any Option; and (e) to ensure the satisfaction of any tax withholding
obligation which may be imposed with respect to the grant or exercise of the
-14-
<PAGE>
Option or the disposition of shares acquired pursuant to the exercise of such
Option. The Board's determination on the foregoing matters shall be final,
conclusive and binding on all parties.
14. Non-Qualified Option. The Option evidenced hereby is not intended to
be an incentive stock option within the meaning of Section 422 of the Code.
15. Governing Law. This Agreement shall be governed by and construed
under the internal laws of the State of Delaware.
16. Waiver. A waiver by the Corporation of any of the terms or
conditions contained in this Agreement shall not operate or be construed to be a
subsequent waiver of such term or condition or of any other term or condition
hereof.
17. Termination of Original Option Agreement. Upon the execution by the
Corporation and the Optionee of this Agreement, the Original Option Agreement
shall be terminated and shall be of no effect whatsoever.
BT OFFICE PRODUCTS INTERNATIONAL, INC.
/s/ Rudolf A.J. Huyzer
________________________________________
President and Chief Executive Officer
OPTIONEE:
/s/ Herman C. Brauckmann
________________________________________
-15-
<PAGE>
