EXHIBIT 99.2
SELFCARE, INC.
STOCK OPTION AND GRANT PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
For Employees and Key Persons
SHARES AWARDED , 199_
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Selfcare, Inc. (the "Company") hereby grants to ___________ (the
"Optionee") an option (the "Option") to purchase on or prior to ________ __,
2009, or such earlier date as the Option Shares may expire under the terms
hereof (the "Expiration Date") all or any part of _______ shares of Common Stock
of the Company, par value $.001 per share ("Option Shares") at a price of $____
per share in accordance with the schedule and vesting terms set forth
hereinafter. This Option does not qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
consequently shall be treated as a non-qualified stock option for tax purposes.
This Option shall be governed by the laws of Delaware. This Option is not
granted pursuant to any plan; however, it is the intent of the Company that
Optionee should have the same rights and privileges as if this Option had been
granted under the Company's 1996 Stock Option and Grant Plan (the "Plan"), a
copy of which is attached hereto and thus, certain provisions of the Plan, as
amended from time to time, have been incorporated herein by specific reference.
To the extent incorporated herein, capitalized terms used herein but not defined
herein shall have the meanings ascribed thereto in the Plan. Unless specifically
incorporated herein by express reference, the terms of the Plan shall not apply
to this Option Grant.
1. VESTING SCHEDULE. Subject to the provisions of Section 4
hereof, this Option shall become vested and exercisable as follows:
All Options will fully vest seven (7) years from the date of the grant,
provided that Executive remains employed with the Corporation and
further provided that a portion or all of the Options (as specified
below) shall vest earlier than the seven year vesting period at the end
of any year in which the Corporation achieves (a) the Profit Goal or
(b) the Market Price Goal in any year, where the goals are defined as
follows:
Goal achieved by end of: 2000 2001 2002 2003
Percentage of Options vesting early at end of 100% 75% 50% 25%
year if Profit Goal or Market Price Goal is
achieved in that year.
(a) Profit Goal - The Corporation reports the $ 0.01 $ 0.15 $ 0.35 $ 0.50
following annual per share profit for the
calendar year ending:
(b) Market Price Goal - The average trading $ 8.50 $ 10.50 $ 12.50 $ 14.50
price for a share of the Corporation's publicly
traded common stock during any 30 day period
equals or exceeds the following levels during
any of the following years (where all of the 30
day period is within the year in question):
2. MANNER OF EXERCISE. The Optionee may exercise this Option only in
the following manner: from time to time on or prior to the Expiration Date of
this Option, the Optionee may give written notice to the Company's Option
Committee (the "Committee", being the same Committee referred to in Section 2(a)
of the Plan, which is expressly incorporated herein) of his election to purchase
some or all of the vested Option Shares purchasable at the time of such notice.
Such notice shall specify the number of shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one
or more of the following methods:
(a) in cash, by certified or bank check or other instrument
acceptable to the Committee;
(b) in the form of shares of Common Stock, par value $.001 per share,
of the Company (the "Common Stock") that are not then subject to
restrictions under any Company plan and that have been held by the
Optionee for at least six (6) months, if permitted by the Committee in
its discretion. Such surrendered shares shall be valued at Fair Market
Value (as defined in the Plan) on the exercise date; or
(c) by the Optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option purchase price; provided that in the
event the Optionee chooses to pay the option purchase price as so
provided, the Optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Committee shall prescribe as a condition of such payment procedure.
Payment instruments will be received subject to collection. The
delivery of certificates representing the Option Shares will be contingent upon
the Company's receipt from the Optionee (or a purchaser acting in his stead in
accordance with this Option) by the Company of the full payment for the Option
Shares, as set forth above, and any agreement, statement or other evidence that
the Company may require to satisfy itself that the issuance of Option Shares to
be purchased pursuant to the exercise of this Option and any subsequent resale
of the Option Shares will be in compliance with applicable laws and regulations.
If requested upon the exercise of this Option, certificates for shares
may be issued in the name of the Optionee jointly with another person or in the
name of the executor or administrator of the Optionee's estate.
Notwithstanding any other provision hereof or of the Plan or any
amendment thereto, no portion of this Option shall be exercisable after the
Expiration Date hereof.
3. NON-TRANSFERABILITY OF OPTION. This Option shall not be transferable
by the Optionee otherwise than by will or by the laws of descent and
distribution and this Option shall be exercisable, during the Optionee's
lifetime, only by the Optionee, PROVIDED THAT the Optionee shall be permitted to
transfer the Option, without consideration for the transfer, to members of his
immediate family, to trusts for the benefit of such family members and to
partnerships in which such family members are the only partners, to the fullest
extent as would be permitted in Section 5(d) of the 1996 Stock Option and Grant
Plan if such Plan were applicable to the issuance of these Options.
4. TERMINATION OF EMPLOYMENT. If the Optionee's employment by (or other
business relationship with) the Company and its Subsidiaries is terminated, the
extent to which and the period within which the Option may be exercised shall be
as set forth below.
(a) TERMINATION BY REASON OF DEATH. If the Optionee's employment by (or
other business relationship with) the Company and its Subsidiaries is
terminated by reason of death, any Option held by the Optionee shall
become fully exercisable and may thereafter be exercised by the
Optionee's legal representative or legatee for a period of 12 months
(or such longer period as the Committee shall specify at any time) from
the date of death or until the Expiration Date, if earlier.
(b) TERMINATION BY REASON OF DISABILITY. If the Optionee's employment
by (or other business relationship with) the Company and its
Subsidiaries is terminated by reason of Disability, any Option held by
the Optionee shall become fully exercisable and may thereafter be
exercised for a period of 12 months (or such longer period as the
Committee shall specify at any time) from the date of such termination
of employment (or other business relationship) or until the Expiration
Date, if earlier. Except as otherwise provided by the Committee at any
time, the death of the Optionee during the twelve (12) month period
provided in this Section 4(b) shall extend such period for 12 months
from the date of death or until the Expiration Date, if earlier.
(c) TERMINATION BY REASON OF RETIREMENT. If the Optionee's employment
(or other business relationship with) by the Company and its
Subsidiaries is terminated by reason of Retirement, any Option held by
the Optionee may thereafter be exercised to the extent it was
exercisable and the time of such termination, for a period of 12 months
(or such other period as the Committee shall specify at any time) from
the date of such termination of employment (or other business
relationship) or until the Expiration Date, if earlier.
(d) TERMINATION FOR CAUSE. If the Optionee's employment by (or other
business relationship with) the Company and its Subsidiaries is
terminated for Cause, any Option held by the Optionee, including any
Option that is immediately exercisable at the time of such termination,
shall immediately terminate and be of no further force and effect;
provided, however, that the Committee may, in its sole discretion,
provide that such Option can be exercised for a period of up to 30 days
from the date of such termination of employment (or other business
relationship) or until the Expiration Date, if earlier.
(e) OTHER TERMINATION. Unless otherwise determined by the Committee, if
the Optionee's employment by (or other business relationship with) the
Company and its Subsidiaries is terminated for any reason other than
death, Disability, Retirement or Cause, any Option held by the Optionee
may thereafter be exercised, to the extent exercisable on the date of
termination, for a period of three (3) months (or such longer period as
the Committee shall specify at any time) from the date of such
termination of employment (or other business relationship) or until the
Expiration Date, if earlier.
For this purpose, neither a transfer of employment from the Company to
a Subsidiary (or from a Subsidiary to the Company) nor an approved
leave of absence shall be deemed a "termination of employment."
5. OPTION SHARES. The Option Shares are shares of Common Stock as
constituted on the date of this Option award, subject to adjustment as provided
in Sections 3(b) and (c) of the Plan, which are expressly incorporated herein.
In applying Section 3(b) of the Plan, the Committee shall treat the Option
Shares hereunder as if they were part of the Plan and authorized under the Plan.
6. NO SPECIAL EMPLOYMENT RIGHTS. This Option will not confer upon the
Optionee any right with respect to continuance of employment by the Company or
its Subsidiaries, nor will it interfere in any way with any right of the
Optionee's employer to terminate the Optionee's employment at any time.
7. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any Common Stock that may be purchased by exercise
of this Option unless and until a certificate or certificates representing such
shares are duly issued and delivered to the Optionee. Except as expressly
provided in the Plan or any amendment thereto, which provisions, if any from
time to time shall be deemed expressly incorporated herein, no adjustment shall
be made
for dividends or other rights for which the record date is prior to the date
such share certificate is issued.
8. TAX WITHHOLDING. No later than the date as of which part or all of
the value of any shares of Common Stock received hereunder first becomes
includable in the Optionee's gross income for Federal tax purposes, the Optionee
shall make arrangements with the Company in accordance with Section 11 of the
Plan, which is expressly incorporated herein, regarding the payment of any
federal, state or local taxes required to be withheld with respect to such
income.
9. THE PLAN. In addition to those provisions of the Plan heretofore
expressly incorporated into this Agreement, the provisions of Sections 12, 15
and 16 of the Plan shall also apply to this Agreement, MUTATIS MUTANDIS,and are
hereby deemed to be expressly incorporated herein. To the extent of any
discrepancy of inconsistency between this Agreement and the provisions of the
Plan incorporated herein, the terms of this Agreement shall control.
10. MISCELLANEOUS. Notices hereunder shall be mailed or delivered to
the Company at its principal place of business and shall be mailed or delivered
to Optionee at the address set forth below or, in either case, at such other
address as one party may subsequently furnish to the other party in writing.
SELFCARE, INC.
By
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Name: XXX XXXXXXXXX
Title: PRESIDENT AND CEO
Receipt of the foregoing Option is acknowledged and its terms and
conditions are hereby agreed to:
, Optionee
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Address:
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Date:
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