STOCK OPTION AGREEMENT
THIS AGREEMENT, made between PREMIS CORPORATION, a Minnesota corporation
("Company") and Ted Anderson ("Optionee").
NOW, THEREFORE, the parties hereto agree as follows:
1. Company hereby grants to Optionee, as of the date of this agreement to
induce Optionee to further his efforts on its behalf and not in lieu of
compensation for service, the right and option (hereinafter called the "Option")
to purchase all or any part of the aggregate of 600,000 Common Shares of Company
each having a par value of $.01 per share at the Option price of $_______ per
share on the terms and conditions herein set forth.
2. No part of this Option may be exercised by Optionee until __________, 1997,
and the entire Option shall in all events terminate on December 31, 2006 and,
further, may be exercised only as follows:
_______________, 1997 - December 31, 2006 _____________ Common Shares
3. This Option shall terminate and may no longer be exercised if the Optionee
ceases to be a employee of the Company or its subsidiaries, except that:
(i) If Optionee shall voluntarily terminate employment, he may, at any
time within a period of ninety days after such termination, exercise this
Option to the extent that the Option was exercisable by him on the date of
the termination of his employment; and
(ii) If Optionee's employment shall be terminated involuntarily for any
reason other than his death, he may, at any time within a period beginning
on the date of such termination and ending on the earlier of the expiration
of his employment as contemplated in his then current employment agreement
or December 31, 2006, provided, however, in no event shall the period be
less than ninety days, exercise this Option to the extent that the Option
is exercisable by him on the date of exercise; and
(iii) If the Optionee dies while in the employ of Company or a subsidiary,
such Option may, within one year after his death or upon expiration of its
full term, whichever event shall first occur, be exercised to the extent
that the Optionee was entitled to exercise this Option on the date of his
death by the person or persons to whom the Optionee's right under this
Option shall pass by will or by the applicable laws of descent and
distribution; provided, however, that this Option may not be exercised to
any extent by anyone after December 31, 2006.
4. The exercise of this Option is continent upon receipt from the Optionee (or
other person exercising the Option pursuant to Paragraph 3(iii) above) of a
representation that (at the time of such exercise) it is such person's intention
to acquire the shares being purchased for investment and not with a view to
distribution thereof; provided, however, that the receipt of this
representation shall not be required upon exercise of the Option in the event
that, at the time of such exercise, the shares subject to this Option shall have
been and shall continue to be registered under the Securities Act of 1933 as
amended. The certificates for shares so issued for investment may be restricted
by Company as to transfer unless such shares are first registered under the
Securities Act of 1933 or the Company receives an opinion of counsel
satisfactory to it that registration under such Act is not required.
5. Subject to the foregoing, this Option may be exercised in whole or in part
from time to time by serving written notice of exercise on the Company at its
principal office in Minneapolis, Minnesota, accompanied by payment of the
purchase price in cash, wire transfer, certified bank check or personal check.
Upon receipt of notice and payment, the Company will promptly instruct the
transfer agent to issue a certificate, except with the receipt of a personal
check instructions will be withheld pending collected funds.
6. Neither the Optionee nor has legal representatives, legetees or
distributees, as the case may be, will be or will be deemed to be the holder of
any share subject to this Option unless and until this Option has been exercised
and the purchase price of the shares purchased has been paid.
7. This Option may not be transferred, except by will or the laws of descent
and distribution to the extent provided in Paragraph 3(iii), and during the
Optionee's lifetime this Option is exercisable only by him.
8. In the event of any stock dividend or subdivision of the share of Common
Stock of the Company into a greater number of shares, the purchase price
hereunder shall be proportionately reduced and the number of shares subject to
the option granted herein shall be proportionately increased, and conversely, in
the case of any combination of the outstanding shares of Common Stock of the
Company, the purchase price hereunder shall be proportionately increased and the
number of shares proportionately reduced. In the event of any other change in
or reclassification of the outstanding shares of Common Stock of the Company,
the Board of Directors of the Company shall have the authority to make such
adjustments, if any, in the purchase price hereunder and in the number of shares
subject to the Option granted herein as it and the Optionee agree is fair under
the circumstances.
9. If, during the term of this Option, (a) the Company shall merge or
consolidate with any other corporation and shall not be the surviving
corporation after such merger or consolidation; or (b) the Company shall
transfer all or substantially all of its business and assets to any other
person; or (c) more than fifty percent of the Company's outstanding shares of
voting stock shall have been purchased by any other person, the Board of
Directors may provide for the acceleration of this Option. Upon such
acceleration of this Option, the Board of Directors shall cause written notice
of the Company's proposed transaction to be given to the Optionee not less than
twenty (20) days prior to the anticipated effective date of the proposed
transaction and the stock option shall be accelerated, and, prior to a date
specified in such notice, which shall not be more than ten (10) days prior to
the anticipated effective date of the proposed transaction, the Optionee shall
have the right to exercise the stock option to purchase any or all shares which
are then subject to the option including those, if any, which have not yet
become available for
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purchase under Paragraph 2 of the Option. The Optionee, by so notifying the
Company in writing, may in exercising the stock option, condition such exercise
upon, and provide that such exercise shall only become effective in the event
of, but immediately prior to, the consummation of the transaction, in which
event the Optionee need not make payment for the shares of stock to be purchased
upon exercise of the stock option until five (5) days after written notice by
the Company to the Optionee that the transaction has been consummated. If the
proposed transaction is consummated, to the extent such stock option is not
previously exercisable prior to the date specified in the foregoing notice, it
shall terminate on the effective date of such consummation. If the proposed
transaction is abandoned, any shares of common stock which were not purchased
upon exercise of the stock option shall continue to be available for purchase in
accordance with other provisions of this Option.
10. The Company shall at all times during the term of this Option reserve and
keep available such number of shares in Company as will be sufficient to satisfy
the requirements of this Agreement.
11. This Agreement shall bind and inure to the benefit of the Company and its
successors and assigns and to the Optionee and any successors of the Optionee
under Paragraph 3(iii) above.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
effective ______________, 1996.
PREMIS CORPORATION
By
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Its President
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