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EXHIBIT 99.1
FORM OF STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Agreement") is entered into as of
_____________ , by and between OPTIMUMCARE CORPORATION, a Delaware corporation
("Corporation"), and ________________ ("Optionee").
R E C I T A L S
A. On _______________, the Board of Directors of the Corporation adopted
a Unanimous Written Consent authorizing the following stock options.
A G R E E M E N T
It is hereby agreed as follows:
1. GRANT OF OPTIONS. The Corporation hereby grants to Optionee, options
("Options") to purchase all or any part of _______ shares of its common stock,
and upon the other terms and conditions set forth herein.
2. OPTION PERIOD. The Options shall be fully exercisable (subject to the
provisions of Section 11) and expiring on the date five (5) years from the date
of grant.
3. METHOD OF EXERCISE. The Options shall be exercisable by Optionee by
giving written notice to the Corporation of the election to purchase and of the
number of shares Optionee elects to purchase, such notice to be accompanied by
such other executed instruments or documents as may be required by the Committee
pursuant to this Agreement, and unless otherwise directed by the Committee,
Optionee shall at the time of such exercise tender the purchase price of the
shares he has elected to purchase. An Optionee may purchase less than the total
number of Shares for which the Option is exercisable, provided that a partial
exercise of an Option may not be for less than One Hundred (100) shares. If
Optionee shall not purchase all of the shares which he is entitled to purchase
under the Options, his right to purchase the remaining unpurchased shares shall
continue until expiration of the Options. The Options shall be exercisable with
respect of whole shares only, and fractional Share interests shall be
disregarded.
4. AMOUNT OF PURCHASE PRICE. The purchase price per Share for each Share
which Optionee is entitled to purchase under the Options shall be $.____ per
Share.
5. PAYMENT OF PURCHASE PRICE. At the time of Optionee's notice of
exercise of the Options, Optionee shall tender in cash or by certified or bank
cashier's check payable to the Corporation, the purchase price for all shares
then being purchased. Provided, however, the Board of Directors may, in its sole
discretion, permit payment by the Corporation of the purchase price in whole or
in part with shares. If the Optionee is so permitted, and the Optionee elects to
make payment with shares, the Optionee shall deliver to the Corporation
certificates representing the number of shares in payment for new shares, duly
endorsed for transfer to the Corporation, together with any written
representations relating to title, liens and encumbrances, securities laws,
rules and regulatory compliance, or other matters, reasonably requested by
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the Board of Directors. The value of shares so tendered shall be their Fair
Market Value Per Share on the date of the Optionee's notice of exercise.
6. TIME OF GRANTING OPTIONS. The time the Options shall be deemed
granted, sometimes referred to herein as the "date of grant," shall be
________________.
7. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not be entitled to the
privileges of stock ownership as to any shares not actually issued and delivered
to Optionee. No shares shall be purchased upon the exercise of any Options
unless and until, in the opinion of the Corporation's counsel, any then
applicable requirements of any laws, or governmental or regulatory agencies
having jurisdiction, and of any exchanges upon which the stock of the
Corporation may be listed shall have been fully complied with.
8. SECURITIES LAWS COMPLIANCE. The Corporation will diligently endeavor
to comply with all applicable securities laws before any stock is issued
pursuant to the Options. Without limiting the generality of the foregoing, the
Corporation may require from the Optionee such investment representation or such
agreement, if any, as counsel for the Corporation may consider necessary in
order to comply with the Securities Act of 1933 as then in effect, and may
require that the Optionee agree that any sale of the shares will be made only in
such manner as is permitted by the Committee. The Committee may in its
discretion cause the shares underlying the Options to be registered under the
Securities Act of 1933 as amended by filing a Form S-8 Registration Statement
covering the Options and the shares underlying the Options. Optionee shall take
any action reasonably requested by the Corporation in connection with
registration or qualification of the shares under federal or state securities
laws.
9. SHARES SUBJECT TO LEGEND. All certificates issued to represent shares
purchased upon exercise of the Options shall bear the following legend:
"The securities evidenced by this certificate have not been
registered under the Securities Act of 1933, as amended, and have
been issued in reliance upon an exemption from the requirement for
such registration for non-public offerings. Accordingly, the sale,
transfer, pledge, hypothecation or other disposition of the
securities evidenced hereby or any portion thereof or interest
therein may not be accomplished in the absence of an effective
opinion of counsel satisfactory in form and substance to the Company
to the effect that such registration is not required."
10. CONDITIONS TO OPTIONS.
10.1 Compliance with Applicable Laws. The Corporation's obligation to
issue shares of its common stock upon exercise of the options is expressly
conditioned upon the completion by the corporation of any registration or other
qualification of such shares under any state and/or federal law or rulings or
regulations of any governmental regulatory body, or the making of such
investment representations or other representations and undertakings by the
optionee or any person entitled to exercise the option in order to comply with
the requirements of any exemption from any such registration or other
qualification of such shares which the Committee shall, in its sole discretion,
deem necessary or advisable. Such required representations and undertakings may
include representations and agreements that the optionee or any person entitled
to exercise the option (i) is not purchasing such shares for distribution and
(ii) agrees to have placed upon the face and reverse of any certificates a
legend setting forth any representations and undertakings which have been given
to the committee or a reference thereto.
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11. MISCELLANEOUS.
11.1 Binding Effect. This Agreement shall bind and inure to the
benefit of the successors, assigns, transferees, agents, personal
representatives, heirs and legatees of the respective parties.
11.2 Further Acts. Each party agrees to perform any further acts and
execute and deliver any documents which may be necessary to carry out the
provisions of this Agreement.
11.3 Amendment. This Agreement may be amended at any time by the
written agreement of the Corporation and the Optionee.
11.4 Syntax. Throughout this Agreement, whenever the context so
requires, the singular shall include the plural, and the masculine gender shall
include the feminine and neuter genders. The headings and captions of the
various Sections hereof are for convenience only and they shall not limit,
expand or otherwise affect the construction or interpretation of this Agreement.
11.5 Choice of Law. The parties hereby agree that this Agreement has
been executed and delivered in the State of California and shall be construed,
enforced and governed by the laws thereof. This Agreement is in all respects
intended by each party hereto to be deemed and construed to have been jointly
prepared by the parties and the parties hereby expressly agree that any
uncertainty or ambiguity existing herein shall not be interpreted against either
of them.
11.6 Severability. In the event that any provision of this Agreement
shall be held invalid or unenforceable, such provision shall be severable from,
and such invalidity or unenforceability shall not be construed to have any
effect on, the remaining provisions of this Agreement.
11.7 Notices. All notices and demands between the parties hereto
shall be in writing and shall be served either by registered or certified mail,
and such notices or demands shall be deemed given and made forty-eight (48)
hours after the deposit thereof in the United States mail, postage prepaid,
addressed to the party to whom such notice or demand is to be given or made, and
the issuance of the registered receipt therefor. If served by telegraph, agency
shall confirm to the sender, delivery thereof to the addressee. All notices and
demands to Optionee may be at the address which is carried on the Corporation's
books and records. All notices and demands to the Corporation may be given at
the principal office of the Corporation in California. Such parties may
designate in writing from time to time such other place or places that such
notices and demands may be given.
11.8 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof,
this Agreement supersedes all prior and contemporaneous agreements and
understandings of the parties, and there are no warranties, representations or
other agreements between the parties in connection with the subject matter
hereof except as set forth or referred to herein. No supplement, modification or
waiver or termination of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any of the provisions of
this Agreement shall constitute a waiver of any other provision hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.
11.9 Attorneys' Fees. In the event that any party to this Agreement
institutes any action or proceeding, including, but not limited to, litigation
or arbitration, to preserve, to protect or to enforce any right or benefit
created by or granted under this Agreement, the prevailing party in each
respective such action or proceeding shall be entitled, in addition to any and
all other relief granted by a court or other tribunal or
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body, as may be appropriate, to an award in such action or proceeding of that
sum of money which represents the attorneys' fees reasonably incurred by the
prevailing party therein in filing or otherwise instituting and in prosecuting
or otherwise pursuing or defending such action or proceeding, and, additionally,
the attorneys' fees reasonably incurred by such prevailing party in negotiating
any and all matters underlying such action or proceeding and in preparation for
instituting or defending such action or proceeding.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first set forth above.
"CORPORATION"
OPTIMUMCARE CORPORATION,
A Delaware corporation
By:
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"OPTIONEE"
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EXHIBIT A TO FORM OF STOCK OPTION AGREEMENT
The securities evidenced by this certificate have not been registered under the
Securities Act of 1933, as amended, and have been issued in reliance upon an
exemption from the requirements for such registration for non-public offerings.
Accordingly, the sale, transfer, pledge, hypothecation or other disposition of
the securities evidenced hereby or any portion thereof or interest therein may
not be accomplished in the absence of an effective registration statement under
that act or an opinion of counsel satisfactory in form and substance to the
Company to the effect that such registration is not required.
