EXHIBIT 4.2
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO TRANSCEND SERVICES, INC. 1992
STOCK OPTION PLAN
THIS AGREEMENT, dated as of the th day of , 1996 by and
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between TRANSCEND SERVICES, INC., hereinafter called the "Company", and
hereinafter called the"Optionee".
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WITNESSETH:
WHEREAS, the Board of Directors of the Company has authorized the grant of
Stock Options to certain key employees, entitling such employees to purchase
shares of common stock of the Company allocated to them by the Stock Option and
Compensation Committee of the Board of Directors of the Company (hereinafter
called the "Committee"); and
WHEREAS, the Company or one of its subsidiaries now employs the Optionee;
and
WHEREAS, the Company desires to encourage the Optionee to continue in
employment and to induce the Optionee to make further efforts to contribute to
the growth and profitability of the Company and its subsidiaries:
NOW, THEREFORE, as an employment incentive and as encouragement of stock
ownership in the manner contemplated by Sections 421 and 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and in consideration of the
mutual covenants herein, the company and the Optionee agree as follows:
l. Incorporation. This Option is granted pursuant to the Transcend
Services, Inc. 1992 Stock Option Plan (hereinafter called the "Plan"),
and the terms and definitions of the Plan, as it may be amended from
time to time, are hereby incorporated herein by reference and made a
part hereof. A copy of the Plan is on file in the Company offices and
is available for inspection by the Optionee during normal business
hours. Terms used herein which are defined in Sections 421, 422, and
425 of the Code shall have the meanings given them in said Code
Sections. Capitalized words which are not defined herein shall have
the meanings assigned to them in the Plan.
2. Grant of Option. Upon and subject to the terms, restrictions,
limitations, and conditions stated herein, the Company hereby grants to
the Optionee the Option to purchase an aggregate of
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shares of the Stock of the Company. Following stockholder approval of
the Plan, Optionee may exercise this option at any time and from time
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to time prior to the expiration of the Option in accordance with the
following schedule:
Number of Shares Exercisable On or After
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, 19
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, 19
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, 19
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, 20
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This Option shall expire and shall not be exercisable
after unless earlier terminated in
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accordance with this Agreement and the Plan.
3. Option Price. The price per share to be paid by the Optionee for the
shares subject to this Option shall be
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Dollars ($ ) per share. Said Option Price is intended and
agreed by the parties hereto to be not less than 100 percent of the
Fair Market Value per share of the issued and outstanding shares of
the Stock of the Company on the date of grant of this Option. The
Option Price, as well as the number of shares subject to this Option,
may be adjusted as appropriate under the provisions of Section 6 of
this Agreement.
4. Exercise of Option.
(a) The shares subject to this Option pursuant to the schedule of
exercise contained in Section 2 may be purchased in whole or in
part at any time that the Option is in force with regard to said
shares, subject to the provisions of this Section 4. In the
event the Option is not exercised with respect to all or any
portion of the shares of stock subject to this Option, the shares
of stock with respect to which this Option was not exercised
shall no longer be subject to this Option as of the expiration
date contained in Section 2.
(b) Except as provided in subsection (c) of this Section 4, upon the
Optionee's termination of employment with the Company and all
subsidiaries and Parents thereof, this Option, to the extent
exercisable at the time of the Optionee's termination, may be
exercised by Optionee within thirty (30) days following the date
of his termination, but in no event after ten (10) years from the
date of the grant thereof.
(c) In the event any person dies while he is employed by the Company
or becomes a Disabled Employee, this Option, to the extent
exercisable at the time of his disability or death, may be
exercised by Optionee or his legatee(s) under the Optionee's
will, or by his personal representative or distributees, within
thirty (30) days following the date of his termination due to
death or disability, but in no event after ten (10) years from
the date of the grant thereof.
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If an Option granted hereunder shall be exercised by the
personal representative of a deceased, disabled or former
employee, or by a person who acquired an Option granted hereunder
by bequest or inheritance or by reason of the death or disability
of any employee or former employee, written notice of such
exercise shall be accompanied by a certified copy of letters
testamentary or equivalent proof of the right of such personal
representative or other person to exercise such Option.
(d) This Option may be exercised only by written notice delivered to
the Company at its principal office, stating the number of shares
for which the Option is to be exercised, and, accompanied by
payment in full in cash at the time of purchase; provided,
however, that in lieu of cash, the Optionee may tender to the
Company shares of Stock of the Company owned by him and having a
fair market value equal to the Option Price applicable to this
Option, or a combination of cash and said shares. No exercise of
this Option shall be for fractional shares nor for fewer than 100
shares unless fewer than 100 shares remain available for
exercise.
(e) Notwithstanding any other provision of this Agreement to the
contrary, this Option shall not be exercised if the Option has
been granted contrary to the limitations described in section
6.2(a) of the Plan.
5. Non-Assignability. This Option shall not be transferable other than
by will or by the laws of descent and distribution, and shall be
exercisable during the Optionee's lifetime only by the Optionee.
6. Antidilution. In the event that the shares of Stock subject to this
Option shall be changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another
corporation by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination of shares, stock
split, stock dividend, split-up, split-off, spin-off, exchange of
shares, issuance of rights to subscribe or change in capital
structure, then an appropriate and proportionate adjustment shall be
made in the number, kind and price of shares then subject to this
Option and as to which this Option has not yet been exercised in
accordance with Article V of the Plan.
7. Stock Certificates. The Company shall not be required to issue or
deliver any certificate for shares of Stock purchased upon the
exercise of this Option prior to the fulfillment of the conditions
described in Article VIII of the Plan.
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8. Amendment. This Option may not be changed or amended, except as
provided in Article XI of the Plan, without the consent of the
Optionee. The Committee has been authorized by the Board of Directors
of the Company to amend this Option, with the consent of the Optionee,
to comply with any regulations promulgated by the Internal Revenue
Service with respect to Incentive Stock Options.
9. Purchase for Investment. Except as hereafter provided, the Optionee
shall, upon any exercise hereof execute and deliver to the Company a
written statement, in form satisfactory to the Company, in which he
represents and warrants that he is purchasing or acquiring the Shares
acquired thereunder for this own account, for investment only and not
with a view to the resale or distribution thereof, and agrees that any
subsequent resale or distribution of any such Shares shall be made
only pursuant to either (a) a Registration Statement on an appropriate
form under the Securities Act of 1933, as amended (the "Securities
Act"), which Registration Statement has become effective and is
current with regard to the Shares being sold, or (b) a specific
exemption from the registration requirements of the Securities Act,
but in claiming such exemption the Optionee shall, prior to any offer
of sale or sale of such Shares, obtain a prior favorable written
opinion, in form and substance satisfactory to the Company, from
counsel for or approved by the Company, as to the application of such
exemption thereto. The foregoing restriction shall not apply to
issuances by the Company so long as the Shares being issued are
registered under the Securities Act and a prospectus in respect
thereof is current.
10. Legends. The Company may endorse such legend or legends upon the
certificates for Shares issued upon exercise of this Option, and the
Committee may issue such "stop transfer" instructions to its transfer
agent in respect of such Shares, as the Committee, in its discretion,
determines to be necessary or appropriate to (I) prevent a violation
of, or to perfect an exemption from, the registration requirements of
the Securities Act, (ii) implement the provisions of any agreement
between the Company and Optionee or grantee with respect to such
Shares, or (iii) permit the company to determine the occurrence of a
disqualifying disposition, as described in section 421(b) of the Code,
of Shares transferred upon exercise of an Incentive Option granted
under the Plan.
11. Construction. This Option is granted with the intent that the Option
qualify as an Incentive Stock Option under the provisions of the Code.
This Agreement shall be construed liberally to accommodate this
intent.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its proper officers and its corporate seal to be affixed hereto, and the
Optionee has executed this Agreement under seal, in duplicate, all as of the
date and year first above written.
TRANSCEND SERVICES, INC.
"Company"
[CORPORATE SEAL] By:
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Xxxxx X. Xxxxxx, President
Attest:
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Secretary
OPTIONEE
By:
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