Exhibit 4.3
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement (this "Agreement") is entered
into between Cyber-Care, Inc., a Florida corporation (the "Company"), and
Xxxxxxx X. Xxxxxxx (the "Optionee"), this 11th day of June 2001. This Agreement
is in consideration of the Optionee's employment with the Company. In
consideration of the mutual promises and covenants made herein, the parties
hereby agree as follows:
1. GRANT OF OPTION. The Company grants to the Optionee an option (the
"Option") to purchase from the Company all or any part of a total of one hundred
thirty four thousand (134,000) shares (collectively, the "Option Shares") of the
common stock, par value $0.0025 per share, of the Company (the "Common Stock"),
at a price of one dollar and twenty-five cents ($1.25) per share. The Option is
granted as of the date hereof.
2. CHARACTER OF OPTION. This Option is not an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
3. TERM. This Option will expire three years from the date the Option
vests.
4. VESTING. Subject to such further limitations as are provided in this
Agreement, the Option will become exercisable as follows:
(1) the Optionee may purchase one hundred thirty four thousand
(134,000) Option Shares cumulatively beginning June 11, 2001.
5. PROCEDURE FOR EXERCISE. Exercise of this Option or a portion hereof
shall be effected by the Optionee's giving of written notice of intent to
exercise in the form of Exhibit A to the Company at the offices of the Company
located at 0000 Xxxxxxx Xxxxx Xxxx., Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxx 00000,
and paying the purchase price prescribed in Section 1 above for the Option
Shares to be acquired pursuant to the exercise.
6. PAYMENT OF PURCHASE PRICE. The purchase price for any Option Shares
purchased will be paid at the time of exercise of this Option either (i) in
cash, (ii) by certified or cashier's check, or (iii) in any other form of valid
consideration, as permitted by the Company in its sole discretion at the time of
exercise.
7. TAX WITHHOLDING. CONDITION PRECEDENT. The issuances of Option Shares
pursuant to the exercise of this Option are subject to the condition that if at
any time the Company determines, in its discretion, that the satisfaction of
withholding tax or other withholding liabilities under any federal, state or
local law is necessary or desirable as a condition of, or in connection with
such issuances, then the issuances will not be effective unless the withholding
has been effected or obtained in a manner acceptable to the Company.
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(1) MANNER OF SATISFYING WITHHOLDING OBLIGATION. When the Optionee
is required to pay to the Company an amount required to be withheld under
applicable income tax laws in connection with the purchase of Option Shares upon
exercise of this Option, such payment may be made (i) in cash, (ii) by check, or
(iii) in any other form of valid consideration, as permitted by the Company in
its discretion.
8. TRANSFERABILITY. This Option shall not be transferable other than by
will or by the laws of descent and distribution.
9. ADJUSTMENT. If the outstanding Common Stock is increased, decreased,
changed into or exchanged for a different number or kind of shares or securities
through merger, consolidation, combination, exchange of shares, other
reorganization, recapitalization, reclassification, stock dividend, stock split
or reverse stock split, an appropriate and proportionate adjustment will be made
in the number or kind of shares purchasable under any unexercised portion of
this Option. Any such adjustment will be made without change in the aggregate
purchase price applicable to the unexercised portion of this Option, but with a
corresponding adjustment in the purchase price for each Option Share purchasable
under this Option. The foregoing adjustments and the manner of application of
the foregoing provisions will be determined solely by the Company, and any such
adjustment may provide for the elimination of fractional share interests.
10. AMENDMENT. This Agreement may be amended by an instrument in writing
signed by both the Company and the Optionee.
11. NO RIGHT TO EMPLOYMENT. The grant of this Option does not entitle the
Optionee to any term of continued employment with the Company. Except as
otherwise provided in a written employment agreement between the Optionee and
the Company, the Company reserves the right to terminate the Optionee's
employment at will, at any time, and for any reason or no reason at all.
12. COMPLIANCE WITH SECURITIES LAWS. Option Shares will not be issued
unless the issuance and delivery of the Option Shares (and the exercise of this
Option, if applicable) complies with all relevant provisions of federal and
state law, including, without limitation, the Securities Act of 1933, as
amended, the rules and regulations promulgated thereunder and the requirements
of any stock exchange upon which the Option Shares may then be listed, and will
be further subject to the approval of counsel for the Company with respect to
such compliance. The Optionee agrees to furnish evidence satisfactory to the
Company, including, without limitation, a written and signed representation
letter and consent to be bound by any transfer restrictions imposed by law,
legend, condition or otherwise, and a representation that the Option Shares are
being acquired only for investment and without any present intention to sell or
distribute the Option Shares in violation of any federal or state law, rule or
regulation. Further, the Optionee consents to the imposition of a legend and
stop transfer instructions on the certificate representing the Option Shares
issued pursuant to the exercise of this Option restricting their transferability
as required by law or by this Section.
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13. NO RIGHTS OF SHAREHOLDER. Prior to the issuance of Option Shares
purchased upon exercise of the Option, the Optionee will not have any rights or
privileges of a shareholder of the Company.
14. MISCELLANEOUS. This Agreement will be construed and enforced in
accordance with the laws of the State of Florida, excluding any principle or
provision thereof that would require application of the laws of any other
jurisdiction, and will be binding upon and inure to the benefit of any successor
or assign of the Company and any executor, administrator, trustee, guarantor or
other legal representative of the Optionee.
THE COMPANY:
CYBER-CARE, INC.
By: /s/ XXXX X. XXXXXXX
--------------------------------
Xxxx X. Xxxxxxx, President
THE OPTIONEE:
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Xxxxxxx X. Xxxxxxx
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EXHIBIT "A"
NOTICE OF EXERCISE OF OPTION TO PURCHASE
SHARES OF COMMON STOCK OF
CYBER-CARE, INC.
The undersigned does by this notice request that CYBER-CARE, Inc., a
Florida corporation (the "Company"), issue to the undersigned that number of
shares of common stock specified below (the "Shares") at the price per Share
specified below pursuant to the exercise of the undersigned's option under the
Non-Qualified Stock Option Agreement (the "Option") dated June 11, 2001 between
the undersigned and the Company.
Simultaneously herewith, the undersigned delivers to the Company the
purchase price for the Shares (i.e., that amount which is obtained by
multiplying the number of Shares for which the Option is being exercised by the
price specified), by cash or certified check.
The undersigned hereby represents and warrants that the undersigned is
acquiring the Shares for the undersigned's own account and not on behalf of any
other person and without any present view to making a public offering or
distribution of same and without any present intention of selling same at any
particular time or at any particular price or upon the occurrence of any
particular event or circumstance.
The undersigned acknowledges and understands that in connection with the
acquisition of the Shares by the undersigned:
15. If the undersigned is required to file a Form 144 with the Securities and
Exchange Commission in connection with sales of the Shares pursuant to Rule 144
under the Securities Act of 1933, as amended (the "Act"), the undersigned shall
mail a copy of such Form to the Company at the same time and each time the
undersigned mails a copy to the Securities and Exchange Commission.
A. Date of Non-Qualified Option Agreement: June 11, 2001
B. Number of shares covered by Option: 134,000
C. Number of Shares of Common Stock actually to be purchased at this
time (must be 100 Shares or whole multiples thereof): _____________
D. Exercise price per Share: $1.25
0
X. Xxxxxxxxx price to be paid for Shares actually purchased (D
multiplied by C): $_____________
Dated:_____________________
Very truly yours,
Holder Name ____________________
Residence: ____________________
____________________
ACCEPTED:
CYBER-CARE, INC.
By: _________________________________
Name: _______________________________
Title: ______________________________
Dated: ______________________________
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