1
EXHIBIT 10(tt)
FORM OF OPTION LETTER
, 199
Valley Forge Dental Associates, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000
Dear Sirs:
The undersigned, ("Dr. "), hereby agrees
with Valley Forge Dental Associates, Inc., a Delaware corporation ("VFD"), as
follows:
1. In consideration of Ten Dollars ($10.00) in hand paid to Dr.
by VFD, Dr. xxxxxx grants to VFD (or its designee) the irrevocable,
unconditional option (the "P.C. Option") to purchase from Dr. all (but
not less than all) of the issued and outstanding shares of capital stock (the
"P.C. Stock") of , P.C., a professional corporation (the
"P.C."), owned by Dr. , for a purchase price of $100.00. The P.C. Option
shall be exercisable by VFD (or its designee) (i) in the event that the
ownership of the P.C. Stock by VFD would not violate any law or applicable
regulation of the State of or any governmental or regulatory body
thereof, or (ii) in the event that VFD determines to transfer the P.C. Stock to
a person designated by VFD qualified under applicable law and regulations to own
the P.C. Stock. VFD agrees that the P.C. Option shall be exercised in a manner
to ensure that the ownership of the P.C. Stock will not violate any laws or
regulations. VFD shall give Dr. notice of the transfer of the P.C. Stock
upon the exercise of the P.C. Option.
2. VFD hereby agrees to indemnify Dr. and to hold him harmless
from and against any and all loss, damage, cost or expense (including, but not
limited to, reasonable attorneys' fees) suffered or incurred by Dr.
xxxxxxx out of any claim relating to his position as a shareholder, director or
officer of the P.C., as applicable (and not alleging negligence or willful
misconduct on the part of Dr. ), of which Dr. promptly notifies
VFD in writing. VFD shall have
2
Valley Forge Dental Associates, Inc.
__________ __, 199_
Page 2
the right to assume the defense of any such indemnified claim and Dr.
shall not settle any such claim without VFD's prior written consent.
3. The P.C. Option shall be binding upon Dr. and his heirs,
executors, administrators, successors and assigns, and upon any assignee or
transferee of the P.C. Stock, by operation of law or otherwise.
4. Nothing contained herein shall be deemed to give to VFD a present
ownership or security interest in the P.C. Stock.
If the foregoing accurately sets forth the agreement between us, kindly
execute the enclosed counterpart of this letter in the space indicated below
for such purpose and return such signed counterpart to the undersigned,
whereupon this letter shall become a binding agreement between us.
Very truly yours,
Agreed and Accepted:
VALLEY FORGE DENTAL ASSOCIATES, INC.
By _______________________________
Name:
Title:
