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EXHIBIT 10.11
MAI SYSTEMS CORPORATION
STOCK OPTION AGREEMENT
MAI SYSTEMS CORPORATION, a Delaware corporation (the "Company"), hereby grants
to W. Xxxxx Xxxxxxxx (the "Optionee") an option to purchase a total of 225,000
shares of Common Stock (the "Shares") of the Company, at the price set forth
herein, and in all respects subject to the terms, conditions, and provisions of
this Agreement and of the Company's 1993 Stock Option Plan (the "Plan") which
was incorporated into and approved as part of the Company's Plan of
Reorganization, approved by the Bankruptcy Court, and which is attached as
Exhibit "A" and is incorporated herein by this reference.
Terms defined in the Plan shall have the same meanings herein.
1. NATURE OF THE OPTION. This Option is intended to be and is
a Nonstatutory Stock Option and is not intended to be an Incentive Stock Option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. THE DATE OF GRANT AND TERM OF THE OPTION. This Option is
granted on August 2, 1999. The term of the Option is ten years from the date of
grant and this Option may not, in any event, be exercised later than August 2,
2009. If the Option is not exercised within ten years of the date of grant, it
will expire and terminate.
3. OPTION EXERCISE PRICE. The Option exercise price is $2.81
per share, which price is not less than eighty-five percent (85%) of the Fair
Market Value of a share of Common Stock on the date this Option was granted.
4. EXERCISE OF THE OPTION. This Option shall be exercisable
during its term only in accordance with the terms, conditions, and provisions of
the Plan and this Agreement as follows.
(a) RIGHT TO EXERCISE. This Option shall vest and be
exercisable, cumulatively, as follows:
Date Number of Shares
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After August 2, 2000 75,000
After August 2, 2001 75,000
After August 2, 2002 75,000
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225,000
(b) METHOD OF EXERCISE. The Optionee shall purchase
a minimum of at least 100 shares per transaction concerning the exercise of the
Option. This Option shall be exercisable by actual receipt by the Company of
written notice provided by the Optionee which shall state the election to
exercise this Option, the number of whole Shares in respect to which this Option
is being exercised, and such other representations and agreements as to the
Optionee's investment intent with respect to such Shares as may be required by
the Company
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hereunder or pursuant to the provisions of the Plan. Such written notice shall
be signed by the Optionee and shall be delivered in person or by certified mail,
return receipt requested, to the then current President or Chief Financial
Officer of the Company or any other person as may be designated by the Company.
The written notice shall be accompanied by payment of the purchase price for the
number of Shares in respect to which this Option shall be exercised. Payment of
the purchase price shall be by check payable to the order of the Company,
outstanding shares of Common Stock duly endorsed to the Company (which shares
shall be valued at their Fair Market Value as of the day preceding the day of
such exercise), or any combination of the foregoing.
Unless otherwise determined by the Board of
Directors of the Company, the Company may arrange for the simultaneous exercise
and sale of Shares through the cooperation of broker-dealers which finance "same
day" sales.
The certificate(s) for the Shares as to which the
Option shall be exercised shall be registered in the name of the Optionee and
shall be legended as set forth in the Plan or as required under applicable
regulatory, state or federal law.
(c) FURTHER RESTRICTIONS ON THE EXERCISE OF THE
OPTION. This Option shall not be exercised if the issuance of the Shares upon
such exercise would constitute a violation of any applicable federal or state
securities law or laws or regulations. As a condition to the exercise of this
Option, the Company may require the Optionee to make any representation,
warranty or certification to the Company as may be required by any applicable
law or regulation or by the Plan. There shall be no exercise of any fractional
shares concerning the Option.
(d) ADJUSTMENT UPON CHANGE OF CAPITALIZATION.
Appropriate adjustment shall be made in the number, exercise price and class of
shares of stock subject to the Option in the event of a stock dividend, stock
split, reverse stock split, recapitalization, combination, reclassification, or
like change in the capital structure of the Company.
5. TERMINATION OF STATUS AS AN EMPLOYEE. If the Optionee
ceases to serve as an Employee for any reason other than death or for Cause (as
defined in the Plan) and thereby terminates his status as an Employee, the
Optionee shall have the right to exercise this Option at any time within ninety
(90) days following the date of such termination, to the extent that the
Optionee was entitled to exercise the Option at the date of such termination,
but in no event after the expiration of the term of the Option set forth in
Section 2 hereof.
If the Optionee ceases to serve as an Employee due to death,
this Option may be exercised at any time within one (1) year following the date
of death by the Optionee's executor or administrator or the person or persons
who shall have acquired the Option by bequest or inheritance but only to the
extent the Optionee was entitled to exercise this option at the date of death.
To the extent that the Optionee was not entitled to exercise the Option at the
date of termination or death, or to the extent the Option is not exercised
within the time specified herein, this Option shall terminate. Notwithstanding
the foregoing, this Option shall not be exercisable after the expiration of the
term set forth in Section 2 hereof. If the Optionee ceases to serve as an
Employee due to termination of his employment by the Company for cause (as
defined in the Plan), this Option shall cease to be exercisable ten (10) days
following the date the notice of such termination is delivered to the Optionee.
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6. NONTRANSFERABILITY OF THE OPTION. This Option may not be
sold, ledged, assigned, hypothecated, gifted, transferred or disposed of in any
manner either voluntarily or involuntarily by operation of law, other than by
will or by the laws of descent of distribution, and may be exercised during the
lifetime of the Optionee only by such Optionee. Subject to the foregoing and the
terms of the Plan, the terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
7. CONTINUATION OF EMPLOYMENT. Neither this Plan nor any
Option granted hereunder shall confer upon any Optionee any right to continue in
the employment of the Company or any of its Subsidiaries or limit in any respect
the right of the Company to discharge the Optionee at any time, with or without
cause and with or without notice.
8. WITHHOLDING TAX LIABILITY. The Optionee understands and
agrees that the company may be required to withhold part or all of the
Optionee's regular compensation to pay any taxes required to be withheld under
federal, state, or local law as a result of the exercise of this Option, and
that if such regular compensation is insufficient, the Company may require the
Optionee, as a condition of exercise of this Option, to pay in cash the amount
of such withholding tax liability.
9. THE PLAN. This Option is subject to, and the Company and
the Optionee expressly agree to be bound by, all of the terms and conditions of
the Plan as it may be amended from time to time in accordance with the terms
thereof, provided that no such amendment shall deprive the Optionee, without his
written consent, of this Option or any rights hereunder. Pursuant to the Plan,
the Committee appointed by the Board of Directors of the Company to administer
the Plan is authorized to adopt rules and regulations not materially
inconsistent with the Plan as it shall deem appropriate and proper. If questions
arise as to the intent, meaning or application of the provisions of this Option
Agreement or of the Plan, such questions shall be decided by Committee in its
sole discretion, and any such decision shall be conclusive and binding on the
Optionee. A copy of the Plan in its present form is available for inspection
during regular business hours by the Optionee of the persons entitled to
exercise this Option at the Company's principal office.
MAI SYSTEMS CORPORATION
Dated: August 5, 1999 By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
Executive Vice President,
Chief Operating and Financial Officer
& Secretary
Dated: August 5, 1999 By: /s/ XXXXXXX XXXXX XXXXXXXX
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Optionee
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