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EXHIBIT 4.1
Option Agreement between LanVision Systems, Inc. and
Xxxxxx X. Xxxxxxxxx dated May 15, 1996
May 15, 1996
Xx. Xxxxxx X. Xxxxxxxxx
0000 Xxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
Dear Xx. Xxxxxxxxx:
As authorized by action of the Board of Directors of LanVision Systems, Inc.
(the "Company") on April 23, 1996, you have been granted options to purchase up
to 5,000 shares of the Company's common stock, $.01 par value, ("Common Stock")
at the price of $14.50 per share. These options have been granted to you as
further inducement for you to accept a position on the Board of Directors and
the Audit Committee and Compensation Committee and to remain a non-employee
director of the Company.
The options so awarded to you become exercisable only upon vesting, and vest as
follows:
2,500 shares on April 23, 1997
2,500 shares on April 23, 1998
You may exercise your vested options from time to time so long as your exercise
complies with the following conditions:
1. You may exercise your options in whole or in part, to the extent such
options have vested, so long as each partial exercise of the options
amounts to a purchase by you of at least one whole share of Common Stock.
2. All options granted hereunder terminate and you may not exercise such
options, in whole or in part, after April 23, 2006.
To exercise your options to purchase shares, you must deliver to the Company
written notice of exercise containing such written representations and
agreements as the Company may require, together with payment in full in cash or
by check for the shares you elect to purchase and for the
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required tax withholding. No certificate for shares shall be issued until full
payment and the required tax withholding have been made to the Company;
provided, however, that the Company shall not be required to issue or deliver
any certificate prior to the admission of such shares to listing on any stock
exchange or securities market on which such stock may at that time be listed,
nor shall issue or delivery be required prior to registration, if necessary
under the securities law of the United States and any applicable state.
The Company is under no obligation to you to register such shares nor to comply
for your benefit with any exemption from registration so that you may sell or
otherwise transfer the shares. If the shares are issued to you without having
been registered, a legend will be placed on the certificate, stop-transfer
instructions will be issued with respect to the shares, and you will have to
hold them indefinitely unless they are subsequently registered or an exemption
for registration is available. If such an exemption is afforded to you pursuant
to Rule 144 promulgated under the Securities Act of 1933, sales thereunder may
be made only in limited amounts upon the expiration of the applicable holding
period (minimum of two years) and otherwise in accordance with the terms and
conditions of that Rule.
If you cease to be a non-employee director of the Company or any subsidiary,
parent, or assuming corporation for any reason other than by death, all
unexercised rights under these options shall expire automatically as of the date
of termination of the directorship. If termination of the directorship is by
reason of death, all unexercised rights under these options shall be exercisable
for a period of not in excess of one year thereafter (but not exceeding the
expiration date referenced in the third paragraph of this letter) by the person
or persons to whom the same is transferred by will or by laws of descent and
distribution, to the same extent that you could have exercised such option at
the time of your death. During your life, these options shall be exercisable
only by you and shall not be transferable or assignable other than by your will
or by the laws of descent and distribution as specified above. Any other
attempted transfer or assignment will terminate these options.
In the event of a stock dividend, recapitalization, reclassification, split, or
a combination of shares of the Company, appropriate adjustment shall be made by
the Board of Directors of the Company, in the number, kind, and/or option price
of the shares covered by these options to the end that your proportionate
interest shall be maintained as before the occurrence of such event. In the
event of a merger or consolidation of the Company or other similar corporate
changes, provisions may be made by the Board of Directors of the Company for the
assumption or substitution of these options.
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These options may be modified, extended, or renewed by the Company with your
consent.
Sincerely,
LanVision Systems, Inc.
/s/ J. Xxxxx Xxxxx
X. Xxxxx Xxxxx
President
If these options to purchase shares as contained in the foregoing paragraphs are
satisfactory to you, please indicate your acceptance by signing below. Your
acceptance of these options does not constitute an exercise of your options. To
exercise your options to purchase shares, you must comply with the requirements
set forth above.
Accepted: /s/ Xxxxxx X. Xxxxxxxxx Date: May 15, 1996
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