EXHIBIT 10.24
STOCK OPTION AGREEMENT FOR DIRECTORS
UNDER THE INTERCEPT GROUP, INC.
AMENDED AND RESTATED 1996 STOCK OPTION PLAN
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into as of the
______ day of ____________________, ______, by and between The Intercept Group,
Inc., a Georgia corporation (the "Company"), and _________________ (the
"Optionee").
WHEREAS, effective as of November 12, 1996, the Board of Directors of the
Company adopted a stock option plan known as the "The Intercept Group, Inc.
Amended and Restated 1996 Stock Option Plan" (the "Plan"), and recommended that
the Plan be approved by the Company's shareholders; and
WHEREAS, the Committee has granted the Optionee a stock option to purchase
the number of shares of the Company's common stock as set forth below; and
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an incentive to retain as directors of the Company
persons of training, experience and ability, to encourage the sense of
proprietorship of such persons and to stimulate the active interests of such
persons in the development and financial success of the Company, and also in
consideration of the mutual covenants contained herein, the parties hereto agree
as follows.
1. Incorporation of Plan. This option is granted pursuant to the
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provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of
the Plan has been delivered to, and receipt is hereby acknowledged by,
the Optionee. In the event of any inconsistency between the Plan and
this Agreement, the Plan shall govern.
2. Grant of Option. Subject to the terms of this Agreement and pursuant
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to the Plan, the Company hereby evidences its grant to the Optionee of
the right and option (the "Option") to purchase all or any part of the
number of shares of the Company's Common Stock, no par value (the
"Stock"), set forth below:
[check one]
_____ 35,000 shares (for initial grants only)
_____ 5,000 shares (for annual grants only)
The Option is a Nonqualified Stock Option.
3. Exercise Price. The price per share to be paid by the Optionee for
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the shares subject to this Option (the "Exercise Price") shall be
$____________, which is
the Fair Market Value of a share of Stock as
of the Date of Grant (as defined in Section 9 below).
4. Exercise Terms. The Option may not be exercised prior to the date it
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is vested, and the Option shall vest as follows:
[check one]
_____ 1/3 on the Date of Grant; 1/3 on the first
anniversary of the Date of Grant; and 1/3 on the second
anniversary of the Date of Grant (for initial grants only)
_____ immediately on the Date of Grant (for annual grants only)
The option may be exercised at any time and from time to time during
the term of the Option, in whole or in part, but only as to those
shares which have met the foregoing vesting requirements.
5. Option Non-Transferable. No Option shall be transferable by an
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Optionee other than by will or the laws of descent and distribution or
pursuant to a Qualified Domestic Relations Order, and no Option shall
be transferable by an Optionee who is a Section 16 Insider prior to
shareholder approval of the Plan. During the lifetime of an Optionee,
Options shall be exercisable only by such Optionee (or by such
Optionee's guardian or legal representative, should one be appointed).
6. Notice of Exercise of Option. This Option may be exercised by the
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Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the
Notice of Exercise attached hereto as Schedule A) signed by the
Optionee, or by such administrators, executors or personal
representatives, and delivered or mailed to the Company as specified
in Section 11 hereof to the attention of the President or such other
officer as the Company may designate. Any such notice shall:
(a) specify the number of shares of Stock which the Optionee or the
Optionee's administrators, executors or personal representatives,
as the case may be, then elects to purchase hereunder;
(b) contain such information as may be reasonably required pursuant
to Section 10 hereof; and
(c) be accompanied by (i) a certified or cashier's check payable to
the Company in payment of the total Exercise Price applicable to
such shares as provided herein, (ii) shares of Stock owned by the
Optionee and duly endorsed or accompanied by stock transfer
powers having a Fair Market Value equal to the total Exercise
Price applicable to such shares purchased hereunder, or (iii) a
certified or cashier's check accompanied
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by the number of shares of Stock whose Fair Market Value when
added to the amount of the check equals the total Exercise Price
applicable to such shares purchased hereunder; provided, however,
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that if the Optionee acquired such stock to be surrendered
directly or indirectly from the Company, he shall have owned such
stock for six months prior to using such stock to exercise an
Option; provided, further, however, that such exercise
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transaction does not result in a however, that such exercise
transaction does not result in a violation of Section 16 of the
Exchange Act. For purposes of determining the amount, if any, of
the Exercise Price satisfied by payment in Common Stock, such
Common Stock shall be valued at its Fair Market Value on the date
of exercise. Any Common Stock delivered in satisfaction of all or
a portion of the exercise price shall be appropriately endorsed
for transfer and assignment to the Company.
Upon receipt of any such notice and accompanying payment, and subject
to the terms hereof, the Company agrees to issue to the Optionee or
the Optionee's administrators, executors or personal representatives,
as the case may be, stock certificates for the number of shares
specified in such notice registered in the name of the person
exercising this Option.
7. Adjustment in Option. The number of shares subject to this Option,
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the Exercise Price and other matters are subject to adjustment during
the term of this Option in accordance with Section 5.2 of the Plan.
8. Termination of Option Period. The unexercised portion of an Option
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shall automatically and without notice terminate and become null and
void and be forfeited upon the earliest to occur of the following:
(a) if the Optionee's position as a Director of the Company
terminates, other than by reason of such Optionee's death or
disability, 180 days after the date that the Optionee's position
as a Director of the Company terminates;
(b) one year after the death of Optionee;
(c) one year after the date on which the Optionee's position as
Director is terminated by reason of a mental or physical
disability determined by a medical doctor satisfactory to the
Company; or
(d) five years after the Date of Grant of such Option.
9. Date of Grant. This Option was granted by the Board of Directors of
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the Company on the date hereof (the "Date of Grant").
10. Compliance with Regulatory Matters. The Optionee acknowledges that
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the issuance of capital stock of the Company is subject to limitations
imposed by
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federal and state law and the Optionee hereby agrees that the Company
shall not be obligated to issue any shares of Stock upon exercise of
this Option that would cause the Company to violate law or any rule,
regulation, order or consent decree of any regulatory authority
(including without limitation the Securities and Exchange Commission)
having jurisdiction over the affairs of the Company. The Optionee
agrees that he or she will provide the Company with such information
as is reasonably requested by the Company or its counsel to determine
whether the issuance of Stock complies with the provisions described
by this Section 10.
11. Miscellaneous.
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(a) This Agreement shall be binding upon the parties hereto and their
representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Georgia.
(c) Any requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished
shall be deemed made or accomplished, upon actual delivery
thereof to the designated recipient, or three days after deposit
thereof in the United States mail, registered, return receipt
requested and postage prepaid, addressed, if to the Optionee, at
the address set forth below and, if to the Company, to the
executive offices of the Company at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
(d) This Agreement may not be modified except in writing executed by
each of the parties hereto.
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IN WITNESS WHEREOF, the Board of Directors of the Company has caused this
Stock Option Agreement to be executed on behalf of the Company and the Company's
seal to be affixed hereto and attested by the Secretary or an Assistant
Secretary of the Company, and the Optionee has executed this Stock Option
Agreement under seal, all as of the day and year first above written.
THE INTERCEPT GROUP, INC. OPTIONEE
By: --------------------------- ---------------------------
Name: Name:
Title: Address:
ATTEST:
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Secretary/Assistant Secretary
[SEAL]
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SCHEDULE A
NOTICE OF EXERCISE
The undersigned hereby notifies The InterCept Group, Inc. (the
"Company") of this election to exercise the undersigned's stock option to
purchase ______________ shares of the Company's common stock, no par value (the
"Common Stock"), pursuant to the Stock Option Agreement (the "Agreement")
between the undersigned and the Company dated ________________. Accompanying
this Notice is (1) a certified or a cashier's check in the amount of $__________
payable to the Company, and/or (2) __________ shares of the Company's Common
Stock presently owned by the undersigned and duly endorsed or accompanied by
stock transfer powers, having an aggregate Fair Market Value (as defined in The
Intercept Group, Inc. Amended and Restated 1996 Stock Option Plan) as of the
date hereof of $____________, such amounts being equal, in the aggregate, to the
purchase price per share set forth in Section 3 of the Agreement multiplied by
the number of shares being purchased hereby (in each instance subject to
appropriate adjustment pursuant to Section 5.2 of the Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
_____ day of ______________, _______.
OPTIONEE [OR OPTIONEE'S
ADMINISTRATOR,
EXECUTOR OR PERSONAL
REPRESENTATIVE]
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Name:
Position (if other than Optionee):
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