Exhibit 10.5
Optionee: Xxxx Xxxxxxxx
Address : 00 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
ADVANCED NMR SYSTEMS, INC.
OPTION AGREEMENT
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OPTION AGREEMENT, dated as of August 31, 1995, between
ADVANCED NMR SYSTEMS, INC., a Delaware corporation (the "Corpo-
ration"), and XXXX XXXXXXXX (the "Optionee").
Pursuant to an Agreement and Plan of Merger, dated as
of May 2, 1995, among the Corporation, Medical Diagnostics Inc.
("MDI") and ANMR Acquisition Corp., the Corporation agreed that
upon the merger with MDI (the "MDI Merger") the Corporation would
assume stock options previously granted by MDI (the "MDI
Options"), including those granted to the Optionee, which were
outstanding on the effective date of the MDI Merger. The MDI
Merger became effective on August 31, 1995.
IT IS AGREED as follows:
1. GRANT OF OPTION. By determination of the Option
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Committee, upon the assumption of outstanding MDI Options held
by the Optionee for the purchase of an aggregate of 4,500 shares
of MDI Common Stock as of the effective date of the Merger, the
Corporation hereby grants to the Optionee the following options
(the "Options"):
(i) options for 4,291 shares of the Corporation's
Common Stock exercisable at a price of $1.62 per share,
expiring February 24, 2003;
(ii) options for 4,291 shares of the Corporation's
Common Stock exercisable at a price of $1.58 per share,
expiring February 24, 2004; and
(iii) options for 4,291 shares of the Corporation's
Common Stock exercisable at a price of $2.01 per share,
expiring May 4, 2005;
plus for each one share of the Common Stock (as presently
constituted) purchased upon exercise of the Options, the Optionee
will receive .35 (thirty five one-hundredths) of a Common Stock
Purchase Warrant (the "Warrants"), with respect to Options
exercised prior to August 31, 2000 and subject to adjustment upon
any adjustment of the Common Stock as determined by the Board of
Directors of the Company, whose determination shall be
conclusive. Each whole Warrant receivable upon exercise of
Options shall be exercisable for the purchase of one share of the
Corporation's Common Stock at an exercise price of $3.75 per
share until August 31, 2000, pursuant to a separate Warrant
Agreement. The Options are subject to adjustment from time to
time as provided for in this Option Agreement.
2. EXERCISE OF OPTIONS. The Optionee may exercise
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the Options at any time in whole or in part, and in any order,
commencing as of the date hereof and continuing through the
respective option periods described in Section 1 hereof.
3. EXERCISE PROCEDURE.
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(a) The Optionee may exercise the Options by
delivering to the Corporation a written notice duly signed by the
Optionee stating the number of shares of Common Stock that the
Optionee has elected to purchase and accompanied by payment in an
amount equal to the full purchase price for the shares of Common
Stock to be purchased. The payment may be either in cash or by
certified check or shares of Common Stock with a fair market
value equal to the exercise price on the date the Option is
exercised, or through a combination of cash or shares. For
purposes of the foregoing, "fair market value" of the Common
Stock shall be determined as of the last business day for which
the prices or quotes are available prior to the date the
particular Options are exercised and shall mean (i) the last
reported sale price (on that date) of the Common Stock on the
Nasdaq National Market System, if the Common Stock is then traded
on such System; (ii) the last reported sale (on that date) of the
Common Stock on the principal national securities exchange on
which the Common Stock is traded, if the Common Stock is not then
traded on the Nasdaq National Market System; or (iii) the average
of the closing bid and asked prices last quoted (on that date) by
an established quotation service for over-the-counter securities,
if the Common Stock is not reported on the Nasdaq National Market
System or a national securities exchange. However, if the Common
Stock is not then publicly traded, the "fair market value" shall
be deemed to be the fair value of the Common Stock as determined
by the Corporation's Board of Directors after taking into
consideration all factors which it deems appropriate.
(b) Following receipt by the Corporation of notice of
exercise and full payment pursuant to Subsection (a) above, the
Corporation shall issue, as soon as practicable, a stock
certificate for the Common Stock and a warrant certificate for
the Warrants represented by the Options exercised in the name as
designated by the Optionee and deliver the certificates to the
Optionee. The Corporation, however, shall not be required to
issue or deliver the stock certificate or the warrant certificate
until it has complied with all requirements of the Securities Act
of 1933, the Securities Exchange Act of 1934, any securities
exchange or automated quotation system on which the Corporation's
Common Stock and the Warrants may then be listed, and all
applicable state laws in connection with the issuance of the
Common Stock and the Warrants represented by the Options
exercised or their listing on said securities exchange or system.
Until the issuance of the certificates for the Common Stock and
the Warrants represented by the Options, the Optionee shall have
none of the rights of a stockholder in respect to the shares of
such Common Stock.
4. NON-TRANSFERABILITY OF OPTION. The Options shall
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not be transferable other than by will or by the laws of descent
and distribution, and may be exercised during the Optionee's
lifetime only by him.
5. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If at
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any time after the date of grant of this Option, the Corporation
shall, by stock dividend, split-up, combination, reclassification
or exchange, or through merger or consolidation, or otherwise,
change its shares of Common Stock into a different number or kind
or class of shares or other securities or property, then the
number of shares of Common Stock and Warrants represented by the
Options covered by this Option Agreement and the price thereof
shall be proportionately adjusted for any such change by the
Option Committee or the Board of Directors, as applicable, whose
determination shall be conclusive. If the Corporation is to be
merged or consolidated with or acquired by another entity in a
merger, consolidation, sale of all or substantially all of the
Corporation's assets or otherwise (an "Acquisition"), the Option
Committee or the Board of Directors shall give notice to the
Optionee of the Acquisition and shall seek to have the successor
entity continue the Options then outstanding by substituting on
an equitable basis for such Options based upon the consideration
payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition.
6. NOTICES. Any notice to be given by the Optionee
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hereunder shall be sent to the Corporation at 00 Xxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000, and any notice from the
Corporation to the Optionee shall be sent to the Optionee at his
address set forth above; and shall be in writing and shall be
delivered in person or by registered or certified mail. Either
party may change the address to which notices are to be sent by
notice in writing given to the other in accordance with the terms
hereof.
7. GOVERNING LAW. This Option Agreement, as well as
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the grant of the Options and issuance of the shares of Common
Stock and Warrants hereunder, is governed by and construed in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
ADVANCED NMR SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxx
______________________________
Xxxxxxx Xxxxx, Chief Financial
Officer
Agreed to:
/s/ Xxxx Xxxxxxxx
___________________________________
Xxxx Xxxxxxxx
Exercise of Option
To Purchase Shares
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To: Advanced NMR Systems, Inc.
The undersigned hereby exercises the within Option for
the purchase of ______ shares (the "Shares") of Advanced NMR
Systems, Inc. Common Stock and corresponding number of Warrants
according to the terms and conditions thereof and herewith makes
payment of the purchase price by the delivery of _______. In the
event the Shares or the Warrants are not registered under the
Securities Act of 1933, as amended, the undersigned shall provide
such representations as may be required by the Corporation to
fulfill any exemptions that may be sought under said Act. Kindly
issue the certificate for the Shares and the Warrants in
accordance with the instructions given below:
___________________________________
Signature
Instructions for issuance
of stock:
________________________________________
Name
________________________________________
________________________________________
Address
________________________________________
Social Security Number
