EXHIBIT 99.3
CORCAP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Option Granted To
Martin Roenigk
Grantee
OPTION ONE:
300,000 $.15
Number of Option Shares Purchase Price per Share
GRANT DATE: August 21, 1995
EXPIRATION DATE: August 21, 1996
OPTION TWO:
150,000 $.15
Number of Option Shares Purchase Price per Share
Grant Date: August 21, 1995
Expiration Date: August 21, 2005
I accept the Options, subject to their
terms set forth above and in the
attachment.
/s/ Martin Roenigk
Signature
August 21, 1995
Date
NON-QUALIFIED STOCK OPTION TERMS
Corcap, Inc. ("Corcap") hereby grants to the Grantee the following Option
One and Option Two (the "Options") to purchase on or before the respective
Expiration Dates at the Purchase Price per Share for the Option Shares, which
shall be fully paid and non-assessable shares of the Common Stock of Corcap, par
value $.01 per share (the "Common Stock").
The Options are granted subject to the following terms and conditions:
1. Option One shall be immediately exercisable and shall expire on August
21, 1996 (the "Option One Expiration Date").
2. Option Two shall be exercisable upon the exercise in full of Option
One and, assuming the exercise of Option One, shall terminate on August 21,
2005. In the event the Grantee does not exercise Option One on or before the
Option One Expiration Date, Grantee's rights to both Option One and Option Two
shall expire.
3. The Options may be exercised according to these terms, in whole or in
part, by written notification delivered in person or by mail to Corcap's
Corporate Secretary at Corcap's executive offices in Hartford, Connecticut or
at such other location of its executive offices. Such notification shall be
effective upon its receipt by the Corporate Secretary of Corcap on or before the
respective Expiration Date of each of Option One and Option Two, and shall be
in substantially the form attached as Exhibit A and Exhibit B, respectively,
specifying the number of shares with respect to which the appropriate Option is
then being exercised and accompanied by payment for such shares. Neither Option
may be exercised with respect to a fractional share or with respect to fewer
than 100 shares. In the event the Expiration Date falls on a day which is not
a regular business day at Corcap's executive offices, then such written
notification must be received at such office on or before the last regular
business day prior to the Expiration Date. Payment is to be made by check
payable to the order of Corcap. No shares shall be issued on exercise of either
Option until full payment for such shares has been made and all checks delivered
in payment therefor have been collected. The Grantee shall not have any rights
of a shareholder upon exercise of either Option, including but not limited to,
the right to vote or to receive dividends, until stock certificates have been
issued to the Grantee.
2. Corcap shall not be required to issue any certificate or certificates
for shares purchased upon the exercise of any part of the Options prior to
(i) the admission of such shares to listing on any stock exchange on which the
stock may then be listed, (ii) the completion of any registration or other
qualification of such shares under any state or federal law or rulings or
regulations of any governmental regulatory body if required prior to such
exercise unless an exemption from registration is available, as determined by
Corcap in its sole discretion, (iii) the obtaining of any consent or approval
or other clearance from any governmental agency which Corcap shall, in its sole
discretion, determine to be necessary or advisable, and (v) the payment to
Corcap, upon its demand, of any amount requested by Corcap for withholding,
federal, state or local income or earnings taxes or any other applicable tax or
assessment (plus interest or penalties thereon, if any, caused by a delay in
making such payment) incurred by reason of the exercise of the Options or the
transfer of such shares. The Options shall be exercised and shares issued only
upon compliance with the Securities Act of 1933, as amended (the "Act"), and any
other applicable securities laws, and the Grantee shall comply with any
requirements imposed by the Securities and Exchange Commission or any state
securities commission under such laws.
If the Grantee qualifies as an "affiliate" (as that term is defined in
Rule 144 ("Rule 144" promulgated under the Act), upon demand by Corcap, the
Grantee (or any person acting on his behalf) shall deliver to the Corporate
Secretary of Corcap at the time of any exercise of the Options a written
representation that upon exercising the Options he will acquire shares for his
own account, that he is not taking the shares with a view to distribution and
that he or she will dispose of the shares only in compliance with Rule 144.
3. The Options are not transferrable by the Grantee otherwise than by
will or by the laws of descent and distribution, and is exercisable, during the
life of the Grantee, only by him or by his guardian or legal representative.
More particularly (but without limiting the generality of the foregoing), the
Options may not be assigned, transferred (except as provided above), pledged or
hypothecated in any way, shall not be assignable by operation of law and shall
not be subject to execution, attachment or similar process.
4. Notwithstanding any other provisions:
(a) If the Grantee should die during the term of the Options, the Options
may be exercised by the person designated in the Grantee's last will and
testament or, in the absence of such designation, by the Grantee's estate, to
the full extent that the Options could have been exercised by the Grantee
immediately prior to the Grantee's death, but not later than the second
anniversary of the Grantee's death until the expiration of its original term.
In the event the Options are exercised by the executors, administrators,
legatees or distributees of the estate of the Optionee, Corcap shall be under
no obligation to issue shares unless Corcap is satisfied that the person or
persons exercising the Options are the duly appointed legal representatives of
the Optionee's estate or the proper legatees or distributees thereof.
(b) In the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other changes in corporate
structure or capitalization affecting the Common Stock, the number of shares
remaining to be exercised under the Options and the Purchase Price shall be
appropriately adjusted. If, as a result of any adjustment under this paragraph,
the Grantee becomes entitled to a fractional share, he or she shall have the
right to purchase only the adjusted number of full shares and no payment or
other adjustment will be made with respect to the fractional share so
disregarded.
5. The waiver by Corcap of any provision of this Agreement shall not
operate as or be construed to be a subsequent waiver of the same provision or
a waiver of any other provision of the Agreement.
6. The Option shall be irrevocable during the Option period and its
validity and construction shall be governed by the laws of the State of
Connecticut.
CORCAP, INC.
By /s/ Diane Burns
Diane Burns
Its Corporate Secretary
EXHIBIT A
NON-QUALIFIED STOCK OPTION EXERCISE NOTICE
________________, ____
Corcap, Inc.
90 State House Square
Hartford, Connecticut 06053
Attention:
Ladies and Gentlemen:
Pursuant to the provisions of the Non-Qualified Stock Option Agreement,
dated August __, 1995 (the "Agreement"), whereby you have granted me two stock
options, including Option One to purchase a total of 300,000 shares of Common
Stock of Corcap, Inc. (the "Company"), I hereby notify you that I elect to
exercise Option One to purchase ____________ of the shares covered by Option One
at the price specified therein.
I understand that the Agreement will be deemed to be amended automatically
to reduce the number of shares remaining to be exercised under the Agreement by
the number of shares exercised by this notice.
In full payment of the price for the shares being purchased, I am
delivering to you herewith a check payable to the order of the Company in the
amount of $__________.
Please mail the stock certificates to me at:
Name ____________________________
Address ____________________________
____________________________
Calculation of funds due:
Option price $________ x
Number of shares exercised
= Cost of Exercise = $________
plus
Federal income tax (28% x the difference between
the option price and the Fair Market Value of the
shares on the date of exercise x number of shares
exercised)* = $________
Total Amount Due = $________
To be paid by:
[ ] Cash or check = $________
TOTAL = $________
___________________________
Signature of Grantee
____________________
* In the states that have an income tax, an additional payment may be
required over and above the 28% federal income tax payment when exercising a
non-qualified stock option. Moreover, an additional payment may be required to
cover FICA and other such taxes.
EXHIBIT B
NON-QUALIFIED STOCK OPTION EXERCISE NOTICE
________________, ____
Corcap, Inc.
90 State House Square
Hartford, Connecticut 06053
Attention:
Ladies and Gentlemen:
Pursuant to the provisions of the Non-Qualified Stock Option Agreement,
dated August __, 1995 (the "Agreement"), whereby you have granted me two stock
options, including Option Two to purchase a total of 150,000 shares of Common
Stock of Corcap, Inc. (the "Company"), I hereby notify you that I elect to
exercise Option Two to purchase ____________ of the shares covered by Option Two
at the price specified therein.
I understand that the Agreement will be deemed to be amended automatically
to reduce the number of shares remaining to be exercised under the Agreement by
the number of shares exercised by this notice.
In full payment of the price for the shares being purchased, I am
delivering to you herewith a check payable to the order of the Company in the
amount of $__________.
Please mail the stock certificates to me at:
Name _____________________________
Address _____________________________
_____________________________
Calculation of funds due:
Option price $________ x
Number of shares exercised
= Cost of Exercise = $________
plus
Federal income tax (28% x the difference between
the option price and the Fair Market Value of the
shares on the date of exercise x number of shares
exercised)* = $________
Total Amount Due = $________
To be paid by:
[ ] Cash or check = $________
TOTAL = $________
________________________
Signature of Grantee
____________________
* In the states that have an income tax, an additional payment may be
required over and above the 28% federal income tax payment when exercising a
non-qualified stock option. Moreover, an additional payment may be required to
cover FICA and other such taxes.
[F:\MAHER\COMPUDYN\CORCA-OP]