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EXHIBIT 4.3
THE BISYS GROUP, INC.
Non-Qualified Stock Option Agreement
Employee/Optionee:
Number of Option Shares:
Pursuant to a Merger Agreement dated May 28, 1999, by and among HML, Inc.
("HML") and The BISYS Group, Inc. (the "Company"), among others, the Company has
agreed to assume your existing options previously granted for a total of
shares of HML common stock (the "Assumed Options") and to convert same into and
issue this option (the "Option") to purchase the number of shares of the
Company's Common Stock, $.02 par value ("Common Stock"), set forth above. You
accept this Option in conversion and exchange for your prior HML options. Such
number of shares (as such may be adjusted as described in Section 10 below) is
herein referred to as the "Option Shares". This Option shall constitute and be
treated as a "non-qualified stock option" as described in Treasury Regulation
Section 1.83-7 for federal income tax purposes. The terms and conditions of this
Option are set out below. You further agree that this Option will be deemed
subject to the terms and conditions of the Company's 1996 Stock Option Plan (the
"Plan").
1. Date of Grant. This Option is granted to you as of the "Grant Date" set
forth on the Grant Detail Report (which is the initial date of grant of
the Assumed Options).
2. Termination of Option. Your right to exercise this Option (and to
purchase the Option Shares) shall expire and terminate in all events on
the earliest to occur of:
(i) the "Expiration Date" set forth on the Grant Detail
Report; or
(ii) the date provided in Sections 8(a), 8(b) or 8(c)
below in the event you cease to be employed on a
full-time basis by the Company or any Subsidiary of
the Company (as defined in the Plan).
3. Option Price. The purchase price to be paid upon the exercise of this
Option shall be the "Option Price" set forth on the Grant Detail
Report, which represents the exercise price per share of the Assumed
Options as converted pursuant to the terms of the Merger Agreement.
4. Vesting Provisions. This option shall vest and thereupon become
exercisable in accordance with the schedule set forth
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under the captions "Options Vested" and "Options Becoming Exercisable"
on the Grant Detail Report, which is the same vesting schedule as the
Assumed Options.
5. Additional Provisions Relating to Exercise.
(a) Once you become entitled to exercise this Option (and purchase
Option Shares) as provided in Section 4 hereof, such right
will continue until the date on which this Option expires and
terminates pursuant to Section 2 hereof.
(b) The Committee, in its sole discretion, may at any time
accelerate the time at which this Option may be exercised by
you with respect to any Option Shares. In furtherance of the
foregoing, in the event of:
(i) a sale or other disposition of more than 50% of the
outstanding Common Stock of the Company to an
unrelated and unaffiliated third party purchaser,
other than in connection with an underwritten public
offering registered under the Securities Act of 1933,
as amended ( a "Stock Sale") or,
(ii) a sale of substantially all of the assets of the
Company (as determined by the Board of Directors of
the Company) to an unrelated and unaffiliated third
party purchase (an "Asset Sale"),
in which the purchaser, in the case of either a Stock Sale or
an Asset Sale, does not offer to substitute new or
substantially equivalent stock options with respect to all
Option Shares which you had theretofore not otherwise become
entitled to purchase hereunder ("Unvested Option Shares"),
then if the Board of Directors of the Company determines that
the Company had achieved not less than 90% of its business
plan immediately preceding the completion of such Stock Sale
or Asset Sale, as the case may be, the Committee may (but
shall in no event be required to), in its sole discretion,
thereupon permit you to exercise this Option with respect to
50% of such Unvested Option Shares. In connection with the
foregoing, you hereby understand and acknowledge that the
terms of the preceding sentence shall not be binding on the
Board of Directors of the Company of the Committee.
6. Exercise of Option.
(a) To exercise the Option, you must deliver a completed copy of
the attached Option Exercise Form to the address indicated on
the Form, specifying the number of Option Shares being
purchased as a result of such
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exercise, together with payment of the full option price for
the Option Shares being purchased. Payment of the option price
must be made in cash or by check or by use of any cashless
stock option exercise program offered by the Company through a
brokerage firm.
(b) At the time of the exercise, you will recognize as taxable
ordinary income (compensation income), an amount equal to the
excess of the fair market value of the exercised option shares
on the date of exercise over the exercise price.
7. Transferability of Option. This Option may not be transferred by you
(other than by will or the laws of descent and distribution) and may be
exercised during your lifetime only by you.
8. Termination of Employment.
(a) In the event that you cease to be employed by the Company or
any Subsidiary on a full-time basis for any reason other than
because of your death or "disability" (within the meaning of
Section 22(e)(3) of the Code), this Option may only be
exercised within one month after you cease to be so employed,
and only to the same extent that you were entitled to exercise
this Option on the date you ceased to be so employed and had
not previously done so.
(b) In the event that you cease to be employed by the Company or
any Subsidiary on a full-time basis by reason of "disability"
(as defined in paragraph (a) above, this Option may only be
exercised within one year after the date you cease to be so
employed, and only to the same extent that you were entitled
to exercise this Option on the date you ceased to be so
employed by reason of such disability and had not previously
done so.
(c) In the event that you die while employed on a full-time basis
by the Company or any Subsidiary (or within a period of one
month after ceasing to be employed by the Company or any
Subsidiary on a full-time basis for any reason other than
"disability" (as defined in paragraph (a) above) or within a
period of one year after ceasing to be employed by the Company
on a full-time basis by reason of such "disability"), this
Option may only be exercised within one year after your death.
In such event, this Option may be exercised during such one
year period by the executor or administrator of your estate or
by any person who shall have acquired the Option through
bequest or inheritance, but only to the same extent that you
were entitled to exercise this
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Option immediately prior to the time of your death and you had
not previously done so.
(d) Notwithstanding any provisions contained in this Section 8 to
the contrary, in no event may this Option be exercised to any
extent by anyone after the Expiration Date.
9. Representations. You further represent and warrant that you understand
the Federal, state and local income tax consequences of the granting of
this Option to you, the exercise of this Option and purchase of Option
Shares, and the subsequent sale or other disposition of any Option
Shares. In addition, you understand that the Company may be required to
withhold Federal, state or local taxes in respect of any compensation
income realized by you as result of any of any Option Shares acquired
upon exercise of the option granted hereunder. In the event that the
Company is required to withhold any such taxes, you hereby agree to
provide the Company with cash funds equal to the total Federal, state
and local taxes required to be so withheld, or make other arrangements
satisfactory to the Company regarding such payment. It is understood
that all matters with respect to the total amount of taxes to be
withheld in respect of any such compensation income shall be determined
by the Committee in its sole discretion.
10. Adjustments.
(a) Subject to paragraph (b) below, if the total outstanding
shares of Common Stock of the Company shall be increased or
decreased or changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company
or of another corporation through reorganization, combination
or exchange of shares or declaration of any dividends payable
in stock, then the Board of Directors shall appropriately
adjust the number of Option Shares (and price per share)
subject to the unexercised portion of this Option (to the
nearest possible full share) subject in all cases to the
limitations of Section 425 of the Code.
(b) Notwithstanding the foregoing, in the event of:
(i) any offer to holders of Common Stock generally
relating to the acquisition of their shares
including, without limitation, through purchase,
merger, consolidation or otherwise or
(ii) any transaction generally relating to the acquisition
of substantially all of the assets or business of the
Company,
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then the Board of Directors may make such adjustment as it
deems equitable in respect of this Option including, without
limitation, the revision or cancellation of this Option. Any
such determination by the Board of Directors shall be
effective and binding for all purposes of this Agreement.
11. Continuation of Employment. Neither the Plan nor this Option shall
confer upon you any right to continue in the employ of the Company or
any Subsidiary or limit in any respect the right of the Company or any
Subsidiary to terminate your employment at any time.
12. Plan Documents. This Option Agreement is qualified in its entirety by
reference to the provisions of the Plan applicable to "non-qualified
stock options" which are hereby incorporated herein by reference.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. If any one or more
provisions of this Agreement shall be found to be illegal or
unenforceable in any respect, the validity and enforceability of the
remaining provisions hereof shall not be in any way affected or
impaired thereby.
Please acknowledge receipt of this Option Agreement by signing the enclosed copy
of this Non-Qualified Option Agreement in the space provided below and returning
it promptly to the Chairman of the Company.
THE BISYS GROUP, INC.
By:________________________________
Lynn J. Mangum
ACCEPTED AND AGREED TO
as of the Grant Date:
_____________________________________
Employee/Optionee
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