Exhibit 10.20
OPTION PURCHASE AGREEMENT
THIS OPTION PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of May 12, 1997, by and among COMMUNITY HEALTH
COMPUTING CORP., a Delaware corporation ("CHC"), and
____________________ ("Optionee").
A. CHC previously granted Optionee certain stock options (the
"Options") under the CHC Stock Option Plan (1985);
B. The Options give Optionee the right to purchase the number
of shares of common stock of CHC set forth in Exhibit 1 at a purchase
price of $0.66 per share;
C. The Options expire in July 1997;
D. It was the intent of CHC that, through the grant of the
Options, Optionee would be given the opportunity to realize the
increased value of the CHC common stock which Optionee's efforts helped
produce, and, as of the date hereof, no general plan or program to
achieve this goal has been developed;
E. Accordingly, CHC has determined that it is in the best
interests of CHC and its shareholders to acquire from Optionee, and
Optionee desires to sell to CHC, the Options all on the terms and
conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. Closing
The closing (the "Closing") of the transactions contemplated
hereby shall be held at the offices of CHC on May 12, 1997, subject to
satisfaction or waiver of the conditions to Closing set forth in
Section 2 below. At the Closing, Optionee will deliver to CHC Option
Agreements representing the Options, and CHC will deliver to Optionee
the Purchase Price, net of required payroll withholding taxes. The
"Purchase Price" is set forth in Exhibit 1 hereto, is payable in cash
at the closing and is based on the fair market value of the CHC common
stock underlying the Options of $1.43, as determined by an independent
appraiser, less the aggregate exercise payable upon exercise of such
Options.
2. Conditions to Closing. The obligations of the parties
under this Agreement are subject to the fulfillment or waiver of the
following conditions:
(a) Covenants. All covenants, agreements and conditions
contained in this Agreement to be performed by the parties on or prior
to the Closing shall have been performed or complied with in all
material aspects.
(b) Board and Stockholder Approval. CHC shall have
obtained all necessary consents and approvals of its Board of Directors
and stockholders, if applicable, necessary to perform the transactions
contemplated by this Agreement.
3. Miscellaneous.
(a) Governing Law. This Agreement shall be governed in
all respects by the internal laws of the State of California.
(b) Survival. The representations, warranties, covenants
and agreements made herein shall survive any investigation made by any
of the parties hereto and the closing of the transactions contemplated
hereby.
(c) Successors and Assigns. Except as otherwise provided
herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.
(d) Entire Agreement: Amendment. This Agreement and the
other documents delivered pursuant hereto at the Closing constitute
the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof, and no party shall be
liable or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth herein
or therein. Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge, or
termination is sought.
(e) Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be enforceable against the
parties actually executing such counterparts, and all of which
together shall constitute one instrument.
(f) Severability. In the event that any provision of
this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision;
provided that no such severability shall be effective it if materially
changes the economic benefit of this Agreement to any party.
(g) Titles and Subtitles. The titles and subtitles used
in this Agreement are used for convenience only and are not considered
in construing or interpreting this Agreement.
(h) Benefits of Agreement. Nothing in this Agreement,
express or implied, shall give to any person, other than the parties
hereto and their successors hereunder any benefit or any legal or
equitable right, remedy or claim under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Option
Purchase Agreement as of the date first written above.
COMMUNITY HEALTH COMPUTING CORP.,
a Delaware corporation
By:____________________________________
Xxxxx X. Xxxx
Chairman and Chief Executive Officer
_______________________________________
Optionee
EXHIBIT 1
OPTIONEE:
OPTIONS: TO PURCHASE _________ SHARES OF CHC COMMON
STOCK
PURCHASE PRICE: $__________*
__________
* Amount is subject to normal payroll withholding taxes.