EXHIBIT 10.67
HORIZON MEDICAL PRODUCTS, INC.
XXXXXXXX X. XXXX
NON-QUALIFIED STOCK OPTION AGREEMENT
MARCH 15, 2002
THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") evidences that, subject
to the following terms and conditions, on March 15, 2002 (the "Grant Date"),
Horizon Medical Products, Inc., a Georgia corporation, (the "Company") granted
to Xxxxxxxx X. Xxxx (the "Optionee") a non-qualified stock option (the "Option")
for the purchase of two million five hundred thousand (2,500,000) shares of the
Company's common stock (the "Stock"), at an option price of forty-five cents
($.45) per share (the "Option Price").
SECTION 1. Definitions. For purposes of this Agreement, the following terms are
defined as set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "1933 Act" means the Securities Act of 1933, as amended from time
to time, and any successor to such act.
SECTION 2. Stock Option. The Option shall be subject to the following terms and
conditions:
(a) Exercisability and Term. The Option shall be exercisable
immediately and shall be exercisable for a period of ten (10) years following
the Grant Date.
(b) Method of Exercise. Subject to the provisions of this Section 2,
the Option may be exercised, to the extent exercisable, in whole or in part, at
any time during the Option term by giving written notice of exercise to the
Company at its home office in Manchester, Georgia specifying the number of
shares of Stock subject to the Option to be purchased. Such notice shall be
accompanied by payment in full of the purchase price by cash or certified or
bank check or such other instrument as the Company may accept, plus such sum, if
any, as the Company deems necessary to satisfy Optionee's withholding and
other tax obligations resulting from any compensation attributable to such
exercise of the Option.
(c) Non-transferability of Option. The Option shall not be transferable
by the Optionee other than by will or by the laws of descent and distribution,
and the Option shall be exercisable, during the Optionee's lifetime, only by the
Optionee or by the guardian or legal representative of the Optionee, it being
understood that the term "Optionee" include the guardian and legal
representative of the Optionee and any person to whom the Option is transferred
by will or the laws of descent and distribution.
SECTION 3. Administration.
This Agreement shall be administered by the Board. The Board shall have
the authority to interpret the terms and provisions of this Agreement.
The Board may act only by an affirmative vote of at least two-thirds
(2/3) of the members of the Board then in office, except that the Board through
any such action may authorize any one or more of their number or any officer of
the Company to execute and deliver documents on behalf of the Board. All
decisions made by the Board pursuant to the provisions of this Agreement shall
be final and binding on all persons, including the Company and the Optionee.
SECTION 4. Adjustments.
In the event of any merger, reorganization, consolidation,
recapitalization (including, but not limited to, the issuance of common stock or
any securities convertible into common stock in exchange for securities of the
Company), stock dividend, stock split or reverse stock split, extraordinary
distribution with respect to the Stock or other similar change in corporate
structure affecting the Stock, the Board shall make a corresponding substitution
or adjustment in the number of shares or other property subject to this Option
and Option Price of the shares and other property subject to this Option as may
be determined to be reasonable, fair and equitable under the circumstances;
provided, however, that the number of shares subject to the Option always shall
be rounded to the next whole number.
SECTION 5. General Provisions.
(a) Compliance with Laws.
(1) The Option shall not be exercised and no related share certificates
shall be issued if the Board reasonably determines that such exercise or such
issuance would violate any approval, consent, registration or other bona fide
requirement of any stock exchange upon which the securities of the Company may
then be listed, the Securities and Exchange Commission or other governmental
authority having jurisdiction over the exercise of the Option or the issuance of
shares.
(2) Certificates representing the Stock transferred upon the exercise
of the Option may at the discretion of the Company bear a legend to the effect
that such Stock has not been registered under the 1933 Act
or any applicable state securities law and that such Stock cannot be sold or
offered for sale in the absence of an effective registration statement as to
such Stock under the 1933 Act and any applicable state securities law or an
opinion in form and substance satisfactory to the Company of legal counsel
satisfactory to the Company that such registration is not required.
(b) Beneficiary. Optionee shall have the right to designate a
beneficiary to whom Optionee's rights under this Agreement shall pass at
Optionee's death and to change such designation from time to time in a letter,
or letters, delivered to the Board at any time before his death.
(c) Severability. If any provisions of this Agreement shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions of this Agreement or the subject agreement.
(d) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia.
(e) Merger Clause. This Agreement supersedes any and all understandings
between the Company and the Optionee with respect to the Option, and, except as
otherwise provided herein, this Agreement may be amended only in writing signed
by the Company and the Optionee.
(f) Headings. The headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of thereof.
HORIZON MEDICAL PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
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Title: President
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PLEASE INDICATE YOUR UNDERSTANDING AND ACCEPTANCE OF THE FOREGOING BY SIGNING
AND RETURNING A COPY OF THIS AGREEMENT.
I hereby acknowledge receipt of the Option granted on the Option Date,
which has been granted to me under this Agreement. I further agree to conform to
all of the terms and conditions of the Option as set forth in this Agreement.
OPTIONEE
/s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx
Date: 3/15/02
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