EXHIBIT 4.4
TECHNOLOGY SOLUTIONS COMPANY
NONSTATUTORY
REPRICED STOCK OPTION AGREEMENT
Technology Solutions Company, a Delaware corporation (the
"Company"), hereby grants to the employee whose name appears below (the
"Employee"), pursuant to the provisions of the Technology Solutions Company
1996 Stock Incentive Plan (the "Plan"), an option to purchase from the
Company (the "Option") such number of shares of its Common Stock, $0.01 per
share par value ("Stock"), as set forth below at the price per share set
forth below but only upon and subject to the terms and conditions set forth
herein and in Annex I hereto. All terms and conditions set forth in Annex I
shall be deemed to be incorporated herein in their entirety. All capitalized
terms used in this Agreement and not otherwise defined herein shall have the
respective meanings assigned to them in Annex I. In order to be eligible to
receive the Option, Employee must have completed and executed the attached
irrevocable Election Form and Signature Page and delivered it to the
Company's Chicago office, Attention Human Resources Department (i) by
facsimile actually received or (ii) by U.S. mail postmarked no later than
September 18, 1998. The Option will be deemed granted and this Agreement
will become binding upon the Company only upon delivery to Employee of the
Election Form and Signature Page duly executed by both Employee and the
Company. The "Option Date" is defined as September 4, 1998. The granting of
the Option pursuant to this Agreement supersedes any previous grant of
options identified on the attached irrevocable Election form and Signature
Page with respect to which Employee has elected to participate in the 1998
Stock Option Repricing Plan, and all such previously granted options with
respect to which Employee has so elected are hereby canceled.
EMPLOYEE NAME: ((NAME))
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NUMBER OF SHARES
SUBJECT TO OPTION: ((SHARES))
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EXERCISE PRICE
PER SHARE: $10.875
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EXERCISE PROVISIONS:
(a) The Option shall become exercisable (i) on the first anniversary
of the Option Date with respect to one-third of the number of shares subject to
the Option on the Option Date, (ii) on the last day of each calendar month for
24 months thereafter, beginning the month following the first anniversary of the
Option Date, with respect to an additional 1/36 of the number of shares subject
to the Option on the Option Date and, (iii) as otherwise provided pursuant to
paragraphs (b) through (h).
(b) If, prior to the first anniversary of the Option Date, the
Employee's employment by the Company terminates for any reason whatsoever
(including, without limitation, involuntary termination by the Company) other
than death or Disability, the
Option shall terminate in its entirety upon the effective date of Employee's
termination of employment.
(c) If, on or after the first anniversary of the Option Date, the
Employee's employment by the Company terminates for any reason whatsoever
(including, without limitation, involuntary termination by the Company) other
than death, Disability, or Retirement, the Option shall remain exercisable with
respect to the number of shares subject to the Option that are exercisable upon
the effective date of Employee's termination of employment and may thereafter be
exercised for a period of 90 days from the effective date of Employee's
termination of employment or until the Expiration Date, whichever period is
shorter, after which the Option shall terminate in its entirety.
(d) If the Employee's employment by the Company terminates by reason
of the Employee's death, the Option shall become exercisable with respect to any
or all of the shares subject to the Option on the Option Date and may thereafter
be exercised for a period of one year from the date of Employee's death or until
the Expiration Date, whichever period is shorter, after which the Option shall
terminate in its entirety.
(e) If the Employee's employment by the Company terminates by reason
of the Employee's Disability, the Option shall become exercisable with respect
to any or all of the shares subject to the Option on the Option Date and may
thereafter be exercised for a period of 90 days from the effective date of
Employee's termination of employment or until the Expiration Date, whichever
period is shorter, after which the Option shall terminate in its entirety. For
purposes of this Agreement, "Disability" shall mean the inability of an
individual to fully perform the duties pertaining to his or her employment for a
continuous period in excess of 360 days, as determined by the Board in its sole
discretion.
(f) If the Employee dies following the termination of Employee's
employment by the Company, the Option shall be exercisable only to the extent
that it is exercisable on the date of Employee's death and may thereafter be
exercised only for that period of time for which the Option is exercisable
immediately prior to Employee's death.
(g) The Option shall become exercisable with respect to any or all of
the shares subject to the Option on the Option Date upon the sale of
substantially all of the business and assets of the Company if the Board shall
approve, in its sole and absolute discretion, such acceleration of
exercisability prior to the closing of such sale.
(h) If Employee's employment by the Company terminates by reason of
Employee's retirement after Employee has completed five years of service as an
Employee of the Company and is at least 55 years of age, the Option shall remain
exercisable with respect to the number of shares subject to the Option that are
exercisable upon the effective date of Employee's retirement, until the
Expiration Date or two years following the effective date of Employee's
retirement, whichever comes first.
GENERAL:
This Agreement is subject to the provisions of the Plan, and shall be
interpreted in accordance therewith. A copy of the Plan is available upon
request upon contacting ▇▇▇▇ ▇▇▇▇▇▇▇▇ at the Company's Chicago office. The
Employee hereby acknowledges that he or she has read a copy of the Plan. This
Agreement may be executed in two counterparts each of which shall constitute one
and the same instrument.
ANNEX I
TO
REPRICED STOCK OPTION AGREEMENT
1. MEANING OF CERTAIN TERMS. As used herein, the following terms
shall have the meanings set forth below. The "Board" shall mean the Company's
Board of Directors or any committee authorized by the Board. The "Committee"
shall mean the committee designated by the Board. References to this
"Agreement," the "Option" and "herein" shall be deemed to include the Stock
Option Agreement and this Annex I to Stock Option Agreement taken as a whole.
This Annex I and the Stock Option Agreement shall be deemed to be one and the
same instrument. The "Code" shall mean the Internal Revenue Code of 1986, as
amended. References herein to sections of the Code shall be deemed to refer to
any successor section of the Code or any successor internal revenue law.
References herein to employment by the Company shall include (a) employment by a
corporation which is a "parent corporation" or a "subsidiary corporation" of the
Company, as such terms are defined in subsections (e) and (f) of section 425 of
the Code, and (b) employment by any corporation, or a "parent corporation" or
"subsidiary corporation" of such corporation assuming the Option, or issuing a
stock option in lieu thereof, in a transaction to which section 425(a) of the
Code shall apply. The "1998 Stock Option Repricing Plan" shall mean the plan
approved by the Committee on September 4, 1998.
2. TIME AND MANNER OF EXERCISE OF OPTION.
2.1. TERM AND TERMINATION OF OPTION. The maximum term of the Option
shall be the date which is 10 years after the Option Date (the "Expiration
Date"). The Option shall terminate, to the extent not exercised or earlier
terminated pursuant to the terms of this Agreement, on its Expiration Date. In
no event may the Option be exercised, in whole or in part, after it terminates.
2.2. EXERCISABILITY OF OPTION. The Option shall become exercisable
on the date or dates as set forth in this Agreement.
2.3. PROCEDURE FOR EXERCISE; PAYMENT OF PURCHASE PRICE. Subject to
the limitations set forth in this Agreement, the Option may be exercised by
delivery of written notice to the Company specifying the number of shares to be
purchased, accompanied by payment in full of the purchase price for such number
of shares. The purchase price shall be payable in cash, except that if the
Board shall so authorize the purchase price may be paid in whole or in part
(i) by delivering to the Company shares of Stock (or shares of any other class
of common stock of the Company) held by the Employee for a period in excess of
six months, valued at their fair market value on the date of exercise, as
determined by the Board in its sole discretion or (ii) by transferring to the
Company such other consideration as the Board in its sole discretion may
approve.
3. ADDITIONAL TERMS AND CONDITIONS OF OPTION.
3.1. NONTRANSFERABILITY OF OPTION. Neither the Option nor any rights
under this Agreement may be transferred by the Employee other than by will or
the laws of descent and distribution. During the Employee's lifetime the Option
is exercisable only by the Employee. Upon Employee's death, the Option may be
exercised by Employee's successor in interest in accordance with the terms and
conditions of this Agreement. Any other transfer or any attempted assignment,
pledge or hypothecation, whether or not by operation of law, shall be void. The
Option shall not be subject to execution, attachment or other process, and no
person shall be entitled to exercise any rights of the Employee hereunder or
possess any rights hereunder by virtue of any attempted execution, attachment or
other process.
3.2. INVESTMENT REPRESENTATION. The Employee hereby represents and
covenants that (a) any share of Stock purchased upon exercise of the Option will
be purchased for investment and not with a view to the distribution thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act") unless such purchase has been registered under the Securities Act or
applicable state securities law; (b) any subsequent resale of any such shares
shall be made either pursuant to an effective registration statement under the
Securities Act and any
applicable state securities laws, or pursuant to an exemption from
registration under the Securities Act and such state securities laws; and (c)
if requested by the Company, the Employee shall submit a written statement,
in form satisfactory to counsel for the Company, to the effect that either
representation (a) above is true and correct as of the date of purchase of
any shares hereunder, or representation (b) above is true and correct as of
the date of any resale of any such shares, as applicable. As a further
condition precedent to any exercise of the Option, the Employee shall comply
with all regulations and requirements of any regulatory authority having
control of or supervision over the issuance of the shares and, in connection
therewith, shall execute any documents which the Board shall in its sole
discretion deem necessary or advisable. Unless covered by an effective
registration statement filed with the U.S. Securities and Exchange
Commission, all certificates representing shares of Stock acquired pursuant
to the exercise of the Option shall bear the following legend:
The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act
of 1933. The shares may not be sold or transferred in the
absence of such registration or exemption therefrom under said
Act.
3.3. WITHHOLDING TAXES. As a condition precedent to any exercise of
the Option, the Employee shall, upon request by the Company, pay to the Company
in addition to the purchase price of the Stock, such amount of cash as the
Company may be required, under all applicable federal, state or local laws or
regulations, to withhold and pay over as income or other withholding taxes (the
"Required Tax Payments") with respect to such exercise of the Option. If the
Employee shall fail to advance such Required Tax Payments after request by the
Company, the Company may, in its discretion, deduct any such Required Tax
Payments from the amount to be paid hereunder, whether in Stock or in cash, or
from any other amount then or thereafter payable by the Company to the Employee.
3.4. ADJUSTMENTS IN THE EVENT OF CAPITALIZATION CHANGES. Upon the
occurrence of any of the following events during the term of the Option, the
terms of this Agreement shall be adjusted as follows:
(a) in case the number of outstanding shares of Stock (or any
other class of common stock of the Company) shall be increased by
stock split, stock dividend, recapitalization or other similar
relevant change in the capitalization of the Company (which shall
not include the sale by the Company of shares of any class of
stock or securities convertible into such shares), the number of
shares of Stock which may thereafter be purchased hereunder shall
be proportionately increased and the purchase price per share
shall be proportionately reduced; or
(b) in case the number of outstanding shares of Stock (or any
other class of common stock of the Company) shall be reduced by
reverse stock split, combination of shares, recapitalization or
other similar relevant change in the capitalization of the
Company (which shall not include the purchase or retirement by
the Company of shares of any class of stock or securities
convertible into such shares), the number of shares of Stock
which may thereafter be purchased hereunder shall be
proportionately reduced and the purchase price per share shall be
proportionately increased.
The decision of the Committee regarding the fact, the amount and the timing of
any adjustment pursuant to this paragraph 3.4 shall be conclusive.
3.5. COMPLIANCE WITH APPLICABLE LAW. The Option is subject to the
condition that if the listing of the Stock covered by the Option on any
securities exchange, or the registration or qualification of such Stock under
any federal or state law, or the consent or approval of any regulatory body
shall be required as a condition of, or in connection with, the granting of the
Option or the purchase or delivery of Stock hereunder, the Option may not be
exercised, in whole or in part, unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained. The
Company agrees to make every reasonable effort to effect or obtain any such
listing, registration, qualification, consent or approval.
3.6. INDEMNIFICATION. The Employee hereby covenants and agrees to
indemnify and hold harmless the Company, its officers, directors, employees and
agents from and against any loss, claim, damage and expense (including, without
limitation, reasonable attorneys' fees) arising out of or based upon any breach
or failure by Employee to comply with any representation, warranty, covenant or
agreement made by the Employee herein or in any other document furnished by the
Employee in connection with this transaction.
3.7. DELIVERY OF CERTIFICATES. Upon the exercise of the Option in
whole or in part, the Company shall deliver one or more certificates
representing the number of shares purchased against full payment therefor. The
Company shall pay all original issue or transfer taxes and all fees and expenses
incident to such delivery, except as otherwise provided in paragraph 3.3.
3.8. OPTION CONFERS NO RIGHTS AS SHAREHOLDER. The Employee shall not
be entitled to any privileges of ownership with respect to shares of Stock
subject to the Option unless and until purchased and delivered upon the exercise
of the Option, in whole or in part, and the Employee shall not be considered a
shareholder of the Company with respect to any such shares not so purchased and
delivered.
3.9. OPTION CONFERS NO RIGHTS TO CONTINUE EMPLOYMENT. In no event
shall the granting of the Option or its acceptance by the Employee give or be
deemed to give the Employee any right to continue in the employment of the
Company.
3.10. DECISIONS OF COMMITTEE. The Committee shall have the right to
resolve all questions which may arise in connection with the Option or its
exercise. Any interpretation, determination or other action made or taken by
the Committee regarding the Plan or this Agreement shall be final, binding and
conclusive.
3.11. COMPANY TO RESERVE SHARES. The Company shall at all times
prior to the expiration or termination of the Option reserve and keep available,
either in its treasury or out of its authorized but unissued shares of Stock,
the full number of shares subject to the Option from time to time.
4. MISCELLANEOUS PROVISIONS.
4.1. DESIGNATION AS NONQUALIFIED STOCK OPTION. The Option is hereby
designated as not constituting an "incentive stock option" within meaning of
section 422A of the Code; this Agreement shall be interpreted and treated
consistently with such designation.
4.2. SUCCESSORS. This Agreement shall be binding upon and inure to
the benefit of any successor or successors of the Company and any person or
persons who shall, upon the death of the Employee, acquire any rights under
paragraph 3.1.
4.3. NOTICES. All notices, requests or other communications provided
for in this Agreement shall be made in writing either (1) by actual delivery to
the party entitled thereto, or (2) by mailing in the U.S. mails to the last
known address of the party entitled thereto, via certified or registered mail,
return receipt requested. The notice shall be deemed to be received in case
(1) on the date of its actual receipt by the party entitled thereto, and in case
(2), on the date of its mailing.
4.4 GOVERNING LAW. This Agreement shall be governed in accordance
with the internal laws of the State of Illinois.
TSC STOCK OPTION REPRICING
ELECTION FORM AND SIGNATURE PAGE
I, _____________________, by signing my name below hereby elect to participate
in the TSC Stock Option Repricing Plan (the "Repricing Plan") with respect to
those previously granted options identified below next to which I have placed my
initials. I understand that this election and my signature that appears below
constitute an irrevocable offer to participate in the Plan, and that upon
acceptance by TSC, I will be bound by the terms of the Repriced Stock Option
Agreement to which this Election Form and Signature Page will be attached.
(Please make any corrections if the name that appears above is not your legal
name).
Number of Shares Exercise Price Grant Date
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IN WITNESS WHEREOF, this Election Form and Signature Page has been executed
by each of the parties hereto on the dates set forth below.
TECHNOLOGY SOLUTIONS COMPANY
Print Name:________________________ By:________________________________
Signature:__________________________ Title:_______________________________
Date:______________________________ Date:_______________________________