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EXHIBIT 10.30
MEDICAL TECHNOLOGY SYSTEMS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement (the "Agreement"), effective
as of October 28, 1996, is made by and between Medical Technology Systems,
Inc., a Florida corporation (the "Company"), and Xxxxx Xxxxxxxx (the
"Recipient").
BACKGROUND
The Company has established the Medical Technology Systems, Inc. 1997
Stock Incentive Plan (the "Plan"). The Company wishes to grant to the
Recipient a Nonqualified Stock Option pursuant to the terms of the Plan.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
1. GRANT OF OPTION. In consideration of service to the Company
and for other good and valuable consideration, the Company grants to the
Recipient a Nonqualified Stock Option to purchase 25,000 shares of the
Company's common stock in accordance with the terms and conditions of the Plan
and this Agreement (the "Option").
2. OPTION PRICE. The purchase price of the shares of stock
covered by the Option shall be $1.00 per share.
3. ADJUSTMENTS IN OPTION. In the event that the outstanding
shares of stock subject to the Option are changed into or exchanged for a
different number or kind of shares of the Company or other securities of the
Company by reason of merger, consolidation, recapitalization, reclassification,
stock split, stock dividend or combination of shares, the shares subject to the
Option and the price per share shall be equitably adjusted to reflect such
changes. Such adjustment in the Option shall be made without change in the
total price applicable to the unexercised portion of the Option (except for any
change in the aggregate price resulting from rounding-off of share quantities
or prices) and with any necessary corresponding adjustment in the Option price
per share. Any such adjustment made by the Committee shall be final and
binding upon the Recipient, the Company and all other interested persons.
4. PERSON ELIGIBLE TO EXERCISE OPTION. During the lifetime of
the Recipient, only the Recipient may exercise the Option or any portion
thereof. After the death of the Recipient, any exercisable portion of the
Option may, prior to the time when the Option becomes unexercisable under the
terms of the Plan, be exercised by the Recipient's personal representative or
by any other person empowered to do so under the Recipient's will, trust or
under then applicable laws of descent and distribution.
5. MANNER OF EXERCISE. The Option, or any portion thereof, may
be exercised only in accordance with the terms of the Plan and solely by
delivery to the Secretary of the Company of all of the following items prior to
the time when the Option or such portion becomes unexercisable under the terms
of the Plan:
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(a) Notice in writing signed by the Recipient or the
other person then entitled to exercise the Option or portion thereof, stating
that the Option or portion thereof is thereby exercised, such notice complying
with all applicable rules (if any) established by the Committee;
(b) Full payment (in cash or by cashiers' or certified
check) for the shares with respect to which the Option or portion thereof is
exercised;
(c) Full payment (in cash or by cashiers' or certified
check) upon demand of an amount sufficient to satisfy any federal (including
FICA and FUTA amounts), state, and/or local withholding tax requirements at the
time the Recipient or his beneficiary recognizes income for federal, state,
and/or local tax purposes as the result of the receipt of Shares pursuant to
the exercise of the Option or portion thereof;
(d) A bona fide written representation and agreement, in
a form satisfactory to the Committee, signed by the Recipient or other person
then entitled to exercise the Option or portion thereof, stating that the
shares of stock are being acquired for his own account, for investment and
without any present intention of distributing or reselling said shares or any
of them except as may be permitted under the Securities Act of 1933, as amended
(the "Act"), and then applicable rules and regulations thereunder, and that the
Recipient or other person then entitled to exercise such Option or portion will
indemnify the Company against and hold it free and harmless from any loss,
damage, expense or liability resulting to the Company if any sale or
distribution of the shares by such person is contrary to the representation and
agreement referred to above. The Committee may, in its absolute discretion,
take whatever additional actions it deems appropriate to ensure the observance
and performance of such representations and agreement and to effect compliance
with all federal and state securities laws or regulations. Without limiting
the generality of the foregoing, the Committee may require an opinion of
counsel acceptable to it to the effect that any subsequent transfer of shares
acquired on an Option exercise does not violate the Act and may issue
stop-transfer orders covering such shares. The written representations and
agreement referred to in the first sentence of this subsection (d), however,
shall not be required if the shares to be issued pursuant to such exercise have
been registered under the Act, and such registration is then effective in
respect of such shares; and
(e) In the event the Option or any portion thereof shall
be exercised pursuant to Section 4 of the Agreement by any person or persons
other than the Recipient, appropriate proof, satisfactory to the Committee, of
the right of such person or persons to exercise the Option.
6. CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES. The shares of
stock deliverable upon the exercise of the Option, or any portion thereof, may
be either previously authorized but unissued shares or issued shares which have
been reacquired by the Company. Such shares shall be fully paid and
nonassessable.
7. RIGHTS OF SHAREHOLDERS. The Recipient shall not be, nor have
any of the rights or privileges of, a shareholder of the Company in respect of
any shares purchasable upon the exercise of any part of the Option unless and
until certificates representing such shares shall have been issued by the
Company to the Recipient.
8. VESTING AND EXERCISABILITY. A Recipient's interest in the
Option shall vest according to the schedule described in this Section 8 and
shall be exercisable as to not more than the vested percentage of the shares
subject to the Option at any point in time. To the extent the Option is either
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unexercisable or unexercised, the unexercised portion shall accumulate until
the Option both becomes exercisable and is exercised, subject to the provisions
of Section 9 of the Agreement. The Option shall become vested according to the
following schedule:
Date Vested Percentage
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October 28, 1996 100%
Upon the occurrence of a Change of Control, the Option shall become 100 percent
vested as of the date of the Change of Control. The Committee, in its sole and
absolute discretion, may accelerate the vesting of the Option at any time.
9. DURATION OF OPTION. Except as specified below, the Option
shall expire on October 28, 2006. Notwithstanding the foregoing, the Option
may expire prior to October 28, 2006, in the following circumstances:
(a) In the case of the Recipient's death, the Option
shall expire on the one-year anniversary of the Recipient's death.
(b) If the Recipient's employment or affiliation with the
Company terminates as a result of his total and permanent disability, the
Option will expire on the one-year anniversary of the Recipient's last day of
employment.
(c) If the Recipient's employment or affiliation with the
Company terminates as a result of his retirement under the Company's normal
retirement policies, the Option will expire 90 days after the Recipient's last
day of employment.
(d) If the Recipient ceases employment or affiliation
with the Company for any reason other than death, disability or retirement (as
described in subsection 9(c) above), the Option shall expire immediately
following the last day that the Recipient is employed by or affiliated with the
Company.
(e) Notwithstanding any provisions set forth above in
this Section 9, if the Recipient shall (I) commit any act of malfeasance or
wrongdoing affecting the Company or its affiliates, (ii) breach any covenant
not to compete or employment agreement with the Company or any affiliate, or
(iii) engage in conduct that would warrant the Recipient's discharge for cause,
any unexercised part of the Option shall expire immediately upon the earlier of
the occurrence of such event or the last day the Recipient is employed by the
Company.
10. CHANGE OF CONTROL. Contingent upon the occurrence of a Change
of Control, the Board of Directors of the Company may, but is not required to,
take one or more of the following actions:
(a) terminate the Option effective upon the date of the
Change of Control and make a cash payment to the Recipient equal to the
difference between the exercise price of the Option and the fair market value
of the shares that would have been subject to the terminated Option on the date
of the Change of Control; or
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(b) accelerate the expiration of the Option to the tenth
day after the Change of Control.
11. ADMINISTRATION. The Committee shall have the power to
interpret this Agreement and to adopt such rules for the administration,
interpretation and application of the Agreement as are consistent herewith and
to interpret or revoke any such rules. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon the Recipient, the Company and all other interested
persons. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to this
Agreement or any similar agreement to which the Company is a party.
12. OPTIONS NOT TRANSFERABLE. Neither the Option nor any interest
or right therein or part thereof shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition is voluntary or involuntary or by operation of law, by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy) and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 12
shall not prevent transfers by will or by the applicable laws of descent and
distribution.
13. SHARES TO BE RESERVED. The Company shall at all times during
the term of the Option reserve and keep available such number of shares of
stock as will be sufficient to satisfy the requirements of this Agreement.
14. NOTICES. Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of its
Secretary and any notice to be given to the Recipient shall be addressed to him
at the address given beneath his signature below. By a notice given pursuant
to this Section 14, either party may hereafter designate a different address
for notices to be given to him. Any notice which is required to be given to
the Recipient shall, if the Recipient is then deceased, be given to the
Recipient's personal representative if such representative has previously
informed the Company of his status and address by written notice under this
Section 14. Any notice shall have been deemed duly given when enclosed in a
properly sealed envelope addressed as aforesaid, deposited (with postage
prepaid) in a United States postal receptacle.
15. TITLES. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of this
Agreement.
16. INCORPORATION OF PLAN BY REFERENCE. The Option is granted in
accordance with the terms and conditions of the Plan, the terms of which are
incorporated herein by reference, and the Agreement shall in all respects be
interpreted in accordance with the Plan. Any term used in the Agreement that
is not otherwise defined in the Agreement shall have the meaning assigned to it
by the Plan.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties as of the date first written above.
MEDICAL TECHNOLOGY SYSTEMS, INC.
By:
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Title:
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I, the undersigned Recipient, accept the Option described herein and designate
__________________________________________ _________ as the beneficiary who
will receive the unexercised portion of the Option in the event of my death
prior to full exercise of the Option.
RECIPIENT
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Xxxxx Xxxxxxxx Print
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Name
0000 Xxxx Xxxxx Xxxxxx
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Address
Xx. Xxxxxxxxxx, XX 00000
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City, State and Zip Code
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