Exhibit 10.19
GRANT AGREEMENT
This Agreement is made and entered into this 5th day of June, 1997,
by and between Xxxx Xxxxxxxx ("Executive") and Nova Holdings, Inc. ("NHI").
WHEREAS, NHI has purchased 100% of the outstanding capital stock
of Horizon Health Systems, Inc. ("Horizon"), and Executive is being
employed by Horizon pursuant to a written Employment Contract of even
date herewith, and
WHEREAS, as condition of the purchase of stock in Horizon and in
conjunction with the employment of Executive, NHI has agreed to grant
certain stock options to Executive as more particularly set out herein.
NOW THEREFORE, for and in consideration of the mutual promises
contained herein and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties
hereto agree as follows:
1. NHI agrees that it will grant within 90 days following the
date hereof 30,000 incentive stock options in NHI to Executive pursuant
to the terms of the Stock Option and Restricted Stock Purchase Plan
("Option Plan"), a copy of which is attached hereto as Exhibit A. The
xxxxx xxxxx shall be equal to the price per share at which the Common
Capital Stock of NHI is being sold to Xxx Melcus, an outside party who
will become a member of the Board of Directors. 15,000 of these
options shall be time vested pro rata over four years. The remaining
15,000 options shall be cliff vested after five years with vesting
acceleration based upon NHI obtaining preestablished financial
performance goals with the exercise price for said options to be
determined based upon the fair market value of NHI as of the grant
date.
2. As a condition to the grant of said options, Executive agrees
that he will execute an Incentive Stock Option Agreement ("Option
Agreement") in the form attached hereto as Exhibit B and that he will
execute a Restrictive Covenant and Confidentiality Agreement in the
form attached hereto as Exhibit C. The execution of these Agreements,
and compliance with the terms thereof, are conditions precedent to the
issuance of the incentive stock options referenced herein. The terms
and provisions of the Option Agreement and the Option Plan shall govern
all options granted pursuant to this Grant Agreement.
3. This Agreement shall be governed by and in accordance with the
laws of the State of Tennessee.
4. This Agreement may not be assigned by either party hereto
without the consent of the other.
5. This Agreement may be executed in two or more counter-parts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
Executed on the day and year first above written.
NOVA HOLDINGS, INC.
By: Xxxxxx X. Xxxxxx
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Title: CEO
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Xxxx X. Xxxxxxxx
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XXXX XXXXXXXX
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