EXHIBIT 99.6
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Option Agreement dated 2~ (the "Option
Agreement") by and between STAT Healthcare, Inc. (the "Corporation") and 1~
("Optionee") evidencing the non-statutory stock option granted on such date to
Optionee under the terms of the Corporation's 1996 Stock Incentive Plan, and
such provisions shall be effective immediately. Capitalized terms in this
Addendum, to the extent not otherwise defined herein, shall have the meanings
assigned to such terms in the Option Agreement.
SPECIAL TAX ELECTIONS
1. STOCK WITHHOLDING. Optionee is hereby granted the election to
have the Corporation withhold, at the time the option is exercised, a portion of
the purchased Option Shares with an aggregate Fair Market Value not to exceed
one hundred percent (100%) of the applicable Federal, state and local income and
employment tax withholding liability (the "Taxes") Optionee incurs in connection
with the option exercise.
Any such exercise of the election must be effected in
accordance with the following terms and conditions:
(i) The election must be made on or before the date the
liability for the Taxes is determined (the "Tax Determination Date").
(ii) The election shall be irrevocable.
(iii) The election shall be subject to the approval of the
Plan Administrator, and none of the Option Shares shall be withheld in
satisfaction of the Taxes, except to the extent the election is approved by the
Plan Administrator.
(iv) The Option Shares withheld pursuant to the election
shall be valued at Fair Market Value on the Tax Determination Date.
(v) In no event may the number of shares of Common Stock
requested to be withheld exceed in Fair Market Value the dollar amount of the
Taxes.
If the stock withholding election is made by Optionee at a
time when Optionee is an officer or director of the Corporation subject to the
short-swing profit
restrictions of Section 16(b) of the Securities Exchange Act of 1934, as
amended, then the following limitations, in addition to the preceding
provisions, shall also be applicable:
(i) The election shall not become effective at any time
prior to the expiration of the six (6)-month period measured from the Effective
Date of this Addendum indicated below, and no Option Shares shall be withheld in
connection with any Tax Determination Date which occurs before the expiration of
such six (6)-month period.
(ii) The stock withholding election must be made in
accordance with the following limitations:
(A) Such election must be made at least six (6) months
before the Tax Determination Date, OR
(B) Both the exercise of such election and the exercise
of the option must occur concurrently within a quarterly "window" period.
Quarterly window periods shall begin on the third (3rd) business day following
the date of public release of each quarterly or annual statement of the
Corporation's sales and earnings and end on the EARLIER of the twelfth (12th)
business day following such release date or the Tax Determination Date.
2. STOCK DELIVERY. Optionee is hereby granted the election to
deliver, at the time the option is exercised, one or more shares of Common Stock
previously acquired by Optionee (other than in connection with the acquisition
triggering the Taxes) with an aggregate Fair Market Value not to exceed one
hundred percent (100%) of the Taxes.
Any such exercise of the election must be effected in
accordance with the following terms and conditions:
(i) The election must be made on or before the Tax
Determination Date for the Taxes.
(ii) The election shall be irrevocable.
(iii) The election shall be subject to the approval of the
Plan Administrator, and none of the delivered shares of Common Stock shall be
accepted in satisfaction of the Taxes, except to the extent the election is
approved by the Plan Administrator.
(iv) The shares of Common Stock delivered in satisfaction of
the Taxes shall be valued at Fair Market Value on the Tax Determination Date.
2.
(v) In no event may the number of delivered shares exceed in
Fair Market Value the dollar amount of the Taxes.
IN WITNESS WHEREOF, STAT Healthcare, Inc. has caused this
Addendum to be executed by its duly-authorized officer, and Optionee has
executed this Addendum, all as of the Effective Date specified below.
STAT HEALTHCARE, INC.
By: ________________________
Title: ________________________
________________________
1~, OPTIONEE
EFFECTIVE DATE: __________________, _____
3.
