EXHIBIT 10.8
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT dated as of February 2, 1996, is made between
New England Business Service, Inc., a Delaware corporation (the "Company"), and
Robert J. Murray of Cohasset, Massachusetts (the "Grantee"), an employee of the
Company.
WHEREAS, the Grantee is the Chairman, President and Chief Executive Officer
of the Company; and
WHEREAS, in order to provide a performance incentive to the Grantee and to
encourage stock ownership in the Company by the Grantee, the Board of Directors
of the Company (the "Board") desires to grant to the Grantee an option to
purchase 250,000 shares of the Company's Common Stock, par value $1.00 per share
(the "Stock"), subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties agree as follows:
1. Grant of Option. The Company hereby grants to the Grantee an option
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(the "Option") to purchase 250,000 shares of Stock (the "Optioned Shares") at a
price of $18.25 per share in accordance with and subject to all the terms and
conditions hereinafter set forth.
2. Term and Exercise of Option. Except as otherwise provided in this
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Agreement, the Option shall terminate at the close of business on February 2,
2006, and may be exercised only by the Grantee or, to the extent provided in
Section 3(c) hereof, by his legal representative.
While the Option is effective and the Grantee continues to be employed, the
Optioned Shares shall become available for purchase by the Grantee in minimum
installments of ten (10) shares unless the issue of a lesser number is enough to
exhaust the Option. The Grantee's right to purchase shares pursuant to the
Option shall vest according to the following schedule:
Price if
Date Number of Shares Exercised In Full
- ----------------- ---------------- -----------------
February 2, 1996 62,500 $1,140,625
February 2, 1997 62,500 1,140,625
February 2, 1998 62,500 1,140,625
February 2, 1999 62,500 1,140,625
Provided that, subject to the provisions of Section 6 hereof, the right to
purchase all of the remaining shares purchasable hereunder shall vest and become
exercisable immediately upon the occurrence of the Change in Control (as defined
in Section 6 hereof).
Unpurchased portions of available installments may be accumulated and
subsequently purchased by the Grantee prior to the expiration of the Option.
3. Terms and Conditions of Exercise of Option. Each exercise and purchase
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of Optioned Shares shall be subject to the following terms and conditions:
(a) The Grantee shall have remained in the continuous employ of the
Company from the date of the Option grant until the date of exercise (or in the
circumstances specified in Section 3(b) hereof, until a date not more than three
months prior to the date of exercise).
(b) If the Grantee retires prior to the expiration of the Option, then he
shall be entitled, within three months after the date of his retirement or prior
to the expiration date of the Option, whichever is earlier, to exercise the
Option to the extent that the Grantee would have been entitled to exercise the
Option immediately prior to his retirement.
(c) If the Grantee dies, then his legal representative or the person or
persons to whom his rights under this Agreement shall pass by will or by the
applicable law of descent and distribution shall be entitled, within twelve
months after the date of his death or prior to the expiration date of the
Option, whichever is earlier, to exercise the Option to the extent that the
Grantee would have been entitled to exercise the Option on the date of his
death.
(d) The Grantee shall exercise the Option by giving written notice of such
exercise to the Chief Financial Officer of the Company at the Company's
principal place of business, accompanied by the full purchase price of the
Optioned Shares so being purchased, together with any tax or excise, if any, due
in respect of the issue thereof, in cash, by certified or bank check, or by the
surrendering of shares of the Company's Stock (which shall be valued at its Fair
Market Value (as defined below) on the date of surrender). Such notice shall be
effective when received by the Chief Financial Officer. For purposes of this
subsection (d), the term "Fair Market Value" shall mean the last sales price per
share of the Stock as reported on the New York Stock Exchange-Composite
Transactions Reporting System on or prior to the date as to which such valuation
is to made.
(e) The stated price and number of Optioned Shares purchasable hereunder
are subject to adjustment as provided in Section 7 hereof.
(f) The Option is not intended to qualify as an "incentive stock option,"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended. No Optioned Shares shall be delivered pursuant to this Agreement
unless arrangements satisfactory to the Chief Financial Officer have been made
for any required federal or state tax or other withholdings.
4. Option Non-Transferable. The Option may not be transferred or assigned
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by the Grantee or by operation of law other than by will or by the laws of
descent and distribution. It may be exercised during the lifetime of the
Grantee only by him.
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5. Right to Terminate. Nothing contained in this Agreement shall restrict
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the right of the Company to terminate the employment of the Grantee at any time.
6. Change in Control. For purposes of this Agreement, a "Change in
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Control" shall mean:
(a) The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of
either (i) the then outstanding shares of the Stock or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of the directors (the "Outstanding Company Voting
Securities"); provided, however, that the following acquisitions shall not
constitute a Change in Control: (A) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion privilege);
(B) any acquisition by the Company or by any corporation controlled by the
Company; (C) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company; or (D) any acquisition by any corporation pursuant to a consolidation
or merger, if, following such consolidation or merger, the conditions described
in clauses (i), (ii) and (iii) of subsection (c) of this Section 6 are
satisfied; or
(b) Individuals who, as of date hereof, constitute the Board (the
"Incumbent Board") ceasing for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote or resolution of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or
(c) Adoption by the Board of a resolution approving an agreement of
consolidation of the Company with or merger of the Company into another
corporation or business entity in each case, unless, following such
consolidation or merger, (i) more than 60% of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
consolidation or merger and/or the combined voting power of the then outstanding
voting securities of such corporation or business entity entitled to vote
generally in the election of directors (or other persons having the general
power to direct the affairs of such entity) is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Stock and the Outstanding
Company Voting Securities immediately prior to such consolidation or merger in
substantially the same proportions as their ownership, immediately prior to such
consolidation or merger, of the Stock and/or
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Outstanding Company Voting Securities, as the case may be, (ii) no Person
(excluding the Company, any employee benefit plan (or related trust) of the
Company or such corporation or other business entity resulting from such
consolidation or merger and any Person beneficially owning, immediately prior to
such consolidation or merger, directly or indirectly, 35% or more of the Stock
or Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, 35% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such consolidation or
merger or the combined voting power of the then outstanding voting securities of
such corporation or business entity entitled to vote generally in the election
of its directors (or other persons having the general power to direct the
affairs of such entity) and (iii) at least a majority of the members of the
board of directors (or other group or persons having the general power to direct
the affairs of the corporation or other business entity) resulting from such
consolidation or merger were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such consolidation or merger;
provided that any right to purchase shares of Stock which shall vest by reason
of the action of the Board pursuant to this subsection (c) shall be divested,
with respect to any shares not already purchased by the Grantee or his personal
representative, upon (A) the rejection of such agreement of consolidation or
merger by the stockholders of the Company or (B) its abandonment by either party
thereto in accordance with its terms; or
(d) Adoption by the requisite majority of the whole Board, or by the
holders of such majority of stock of the Company as is required by law or by the
Certificate of Incorporation or By-Laws of the Company as then in effect, of a
resolution or consent authorizing (i) the dissolution of the Company or (ii) the
sale or other disposition of all or substantially all of the assets of the
Company, other than to a corporation or other business entity with respect to
which, following such sale or other disposition, (A) more than 60% of,
respectively, the then outstanding shares of common stock of such corporation
and/or the combined voting power of the outstanding voting securities of such
corporation or other entity entitled to vote generally in the election of its
directors (or other persons having the general power to direct its affairs) is
then beneficially owned, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners, respectively, of
the Stock and Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportions as their
ownership, immediately prior to such sale or other disposition, of the Stock
and/or Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding the Company and any employee benefit plan (or related trust) of the
Company or such corporation or other business entity and any Person beneficially
owning, immediately prior to such sale or other disposition, directly or
indirectly, 35% or more of the Stock and/or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or indirectly, 35%
or more of, respectively, the then outstanding shares of common stock of such
corporation and/or the combined voting power of the then outstanding voting
securities of such corporation or other business entity entitled to vote
generally in the election of directors (or other persons having the general
power to direct its affairs) and (C) at least a majority of the members of the
board of directors (or other group of persons having the general power to direct
the affairs of such corporation or other entity) were members of the Incumbent
Board at the time of the execution of the initial agreement or
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action of the Board providing for such sale or other disposition of assets of
the Company; provided that any right to purchase shares of Stock which shall
vest by reason of the action of the Board or the stockholders pursuant to this
subsection (d) shall be divested, with respect to any shares not already
purchased by the Grantee or his personal representative, upon the abandonment by
the Company of such dissolution, or such sale or other disposition of assets, as
the case may be.
7. Adjustment of Optioned Shares; Reorganization.
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(a) If the Company shall combine or split the Stock or shall declare
thereon any dividend payable in shares of the Stock, or shall reclassify or take
any other action of a similar nature affecting the Stock, then the number and
class of shares which may thereafter be purchased upon exercise of the Option
and the option price per share shall be adjusted to such extent as may be
determined by the Board, upon recommendation of the Stock Option Committee, to
be necessary to maintain unimpaired and unenlarged the rights of the Grantee,
and any such determination shall be conclusive and binding upon the Grantee.
After any such adjustment, the term "Stock" shall mean the Stock as so adjusted.
(b) In case of any one or more reclassifications, changes, or exchanges of
outstanding shares of the Company's Stock (other than as provided in subsection
(a) above), or consolidations of the Company with, or mergers of the Company
into, other corporations, or other recapitalizations or reorganizations (other
than consolidations with another corporation, a majority of the voting stock of
which is owned by the Company, in which the Company is the continuing
corporation and which do not result in any reclassification, change or exchange
of outstanding shares of the Company's Stock), or in case of any one or more
sales or conveyances to another corporation of the property of the Company as an
entirety, or substantially as an entirety (any and all of which are hereinafter
in this Section called "Reorganizations"), the Grantee shall have the right,
upon any subsequent exercise of the Option, to acquire the same kind and amount
of securities and property which he would then hold if he had exercised the
Option immediately before the first of such Reorganizations and continued to
hold all securities and property which came to him as a result of that and
subsequent Reorganizations, less all securities and property surrendered or
cancelled pursuant to any of same (the rights provided by Section 7(a) and (b)
being continuing and cumulative) except that, notwithstanding any provision of
Section 3(b) or (c) hereof to the contrary, the Board may decide to terminate
the Option at the time of such Reorganization. If the Board so decides, it
shall give not less than thirty (30) days' notice to the Grantee that the period
in which the Option may be exercised will terminate at the time of such
Reorganization. Such notice shall be effective when mailed to the Grantee by
certified or registered mail addressed to him at his address of record or when
delivered in hand to the Grantee. Following such notice, where neither of the
events referred to in Section 3(b) or (c) hereof has occurred, the Option may be
exercised, in whole in or part, and where one of the events referred to in
Section 3(b) or (c) hereof has occurred, the Option may be exercised, but only
to the extent therein permitted, and only at any time prior to such
Reorganization. A liquidation shall be deemed a Reorganization for the
foregoing purposes.
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8. Restrictions on Transfer. The shares of Stock issued on exercise of
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the Option shall be subject to any restrictions on transfer then in effect
pursuant to the Certificate of Incorporation or By-Laws of the Company and to
any other restrictions or provisions set forth herein or in any other contract
or agreement binding on the Grantee. The Grantee will not sell or otherwise
dispose of any of the shares of Stock issued on exercise of the Option except in
compliance with all applicable state and federal securities laws and
regulations.
9. Stockholder Rights. No person shall have any rights as a stockholder
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with respect to any shares of Stock subject to the Option until he shall been
issued a stock certificate for such shares.
10. General. This Agreement constitutes the entire agreement between the
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parties with respect to the subject matter hereof and supersedes any prior or
contemporaneous agreements or understandings, written or oral, concerning the
subject matter hereof. This Agreement may be amended, modified or revoked only
by written instrument executed by both parties hereto. Failure to enforce any
provision of this Agreement shall not constitute a waiver of any term hereof,
and no waiver of a provision of this Agreement shall constitute a waiver of any
other provision(s) or of the same provision on another occasion. This Agreement
is personal to and shall not be assignable by the Grantee, but shall inure to
the benefit of the respective parties hereto and their respective heirs, legal
representatives, successors and assigns. This Agreement shall be governed by
and construed in accordance with the laws of The Commonwealth of Massachusetts
applicable to agreements under seal made and to be performed within the
Commonwealth. If any provision of this Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid or unenforceable, the remaining
provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first written above.
NEW ENGLAND BUSINESS SERVICE, INC.
By: /s/ John F. Fairbanks
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Name: John F. Fairbanks
Title: Treasurer
/s/ Robert J. Murray
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Robert J. Murray
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