PHP HEALTHCARE CORPORATION
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the 18th day of November, 1994
(the "Grant Date"), between PHP Healthcare Corporation, a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxxx (the
"Optionee") in accordance with the Amended and Restated PHP
Healthcare Corporation 1986 Stock Option Plan (the "Plan").
The parties hereto agree as follows:
1. Grant of Option.
1.1 The Company hereby grants to the Optionee the
right and option (the "Option") to purchase all or any part of an
aggregate of 125,000 whole Shares subject to, and in accordance
with, the terms and conditions set forth in this Agreement.
1.2 The Option is not intended to qualify as an
Incentive Stock Option within the meaning of Section 422A of the
Internal Revenue Code of 1990 (the "Code"), and shall be so
construed.
2. Coordination with the Plan.
This Agreement shall be construed in accordance and
consistent with, and subject to, the provisions of the Plan (the
provisions of which are incorporated herein by reference).
Except as otherwise expressly set forth herein, the capitalized
terms used in this Agreement shall have the same definitions as
set forth in the Plan.
3. Purchase Price.
3.1 The price at which the Optionee shall be entitled
to purchase Shares upon the exercise of the Option shall be
$11.875 per Share (the "Purchase Price").
3.2 Payment of the Purchase Price shall be made (i) in
cash, (ii) in the discretion of the Committee, by tender of
Shares owned by the Optionee and registered in the Optionee's
name with a fair market value equal to the cash exercise price of
the Option being exercised (in whole or in part), or (iii) in the
discretion of the Committee, by any combination of (i) and (ii)
hereof.
4. Duration of Option.
The Option shall be exercisable to the extent and in
the manner provided herein for a period of ten (10) years from
the Grant Date (the "Exercise Term"); provided, however, that the
Option may be earlier terminated as provided in Section 7 hereof
or in the Plan.
5. Exercisability of Option.
Unless otherwise provided in this Agreement or the
Plan, the Option shall entitle the Optionee to purchase, in whole
at any time or in part from time to time, one-third (1/3) of the
total number of Shares covered by the Option after the expiration
of twelve (12) months from the Grant Date and an additional one-
third (1/3) of the total number of Shares covered by the Option
after the expiration of each of the twelve month anniversaries of
the Grant Date, and each such right of purchase shall be
cumulative and shall continue, unless sooner exercised or
terminated as herein provided, during the remaining period of the
Exercise Term.
6. Manner of Exercise and Payment.
6.1 Subject to the terms and conditions of this
Agreement and the Plan, the Option may be exercised by delivery
of written notice to the Company, at its principal executive
office. Such notice shall state that the Optionee is electing to
exercise the Option and the number of Shares in respect of which
the Option is being exercised and shall be signed by the person
or persons exercising the Option. If requested by the Committee,
such person or persons shall (i) deliver this Agreement to the
Secretary of the Company who shall endorse thereon a notation of
such exercise and (ii) provide satisfactory proof as to the right
of such person or persons to exercise the Option.
6.2 The notice of exercise described in Section 6.1
shall be accompanied by the Purchase Price for the number of
Shares in respect of which the Option is being exercised.
6.3 Upon receipt of notice of exercise and full
payment for the Shares in respect of which the Option is being
exercised, the Company shall, subject to Section 17 of the Plan,
take such action as may be necessary to effect the transfer to
the Optionee of the number of Shares as to which such exercise
was effective.
6.4 The Optionee shall not be deemed to be the holder
of, or to have any of the rights of a holder with respect to any
Shares subject to the Option until (i) the Option shall have been
exercised pursuant to the terms of this Agreement and the
Optionee shall have paid the full Purchase Price for the number
of Shares in respect of which the Option was exercised, (ii) the
Company shall have issued and delivered the Shares to the
Optionee, and (iii) the Optionee's name shall have been entered
as a stockholder of record on the books of the Company, whereupon
the Optionee shall have full voting and other ownership rights
with respect to such Shares.
7. Termination of Employment.
7.1 Termination of Employment. Except as provided in
Sections 7.2 and 7.3, if the Optionee has a Termination of
Employment with the Company or a Subsidiary, any unexercised
Option held by such Optionee shall expire ninety (90) days after
the Optionee has a Termination of Employment for any reason other
than a termination for Cause or a Voluntary Termination, and such
Option may only be exercised by the Optionee or his Beneficiary
to the extent that the Option or a portion thereof was
exercisable on the date of Termination of Employment; provided,
however, no Option may be exercised after the expiration of the
Exercise Term. If the Optionee's Termination of Employment
arises as a result of a termination for Cause or a Voluntary
Termination, then, unless the Committee determines otherwise at
the time of the Termination of Employment, any unexercised
Options held by such Optionee shall terminate and expire
concurrently with the Optionee's Termination of Employment.
7.2 Death or Disability. If the employment of the
Optionee is terminated as a result of death or disability, the
options shall continue to be exercisable in whole or in part by
the Optionee or Optionee's heirs, beneficiaries, or legal
representatives, as the case may be (hereinafter each a
"beneficiary", at any time within five (5) years after the date
of such termination of employment. To the extent optioned shares
are not vested or exercisable pursuant to paragraph 5 herein, at
the date of such termination of employment, the Optionee shall be
entitled to the vesting and exercise of the remaining exercisable
options that will vest during said five (5) year period. In the
event of Optionee's death, the options shall be exercisable as
provided in this paragraph 5 and elsewhere in this Agreement, by
the Optionee's beneficiary and such person or persons shall be
substituted for the Optionee each time the Optionee is referred
to herein.
7.3 Effect of Change in Control. Notwithstanding
anything contained to the contrary in this Agreement, in the
event of a Change in Control, the Option shall become immediately
and fully exercisable and may be surrendered for cancellation and
payment in accordance with Section 14 of the Plan.
8. No Right to Continued Employment.
Nothing in this Agreement or the Plan shall be
interpreted or construed to confer upon the Optionee any right
with respect to continuance of employment by the Company, nor
shall this Agreement or the Plan interfere in any way with the
right of the Company to terminate the Optionee's employment at
any time.
9. Adjustments.
In the event that any option under the Option Plan is
adjusted pursuant to Section 14 thereof, the Option shall be
adjusted in accordance with such provision at the same time.
10. Employee Bound by the Plan.
The Optionee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all the terms and provisions
thereof.
11. Modification of Agreement.
This Agreement may be modified, amended, suspended or
terminated in accordance with the Plan, and any terms or
conditions may be waived, but only by a written instrument
executed by the parties hereto.
12. Notice.
All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed
to have been duly given when delivered in person, by cable,
telegram, telex or facsimile transmission or by registered or
certified mail (postage prepaid, return receipt requested) to the
parties at the following addresses:
If to Optionee:
Xxxxxxx X. Xxxxxxx
00000 Xxxxxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
If to the Company:
PHP Healthcare Corporation
00000 Xxxxxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
Attention: Secretary
13. Severability.
Should any provision of this Agreement be held by a
court of competent jurisdiction to be unenforceable or invalid
for any reason, the remaining provisions of this Agreement shall
not be affected by such holding and shall continue in full force
in accordance with their terms.
14. Headings.
The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
15. Counterparts.
This Agreement may be executed by the parties hereto in
two or more counterparts, each of which shall be deemed to be an
original instrument, but all of which together shall be deemed to
be one and the same instrument.
16. Governing Law.
The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of
the State of Delaware without giving effect to the conflicts of
laws principles thereof.
17. Parties in Interest.
This Agreement is binding upon and is solely for the
benefit of the parties hereto and the successors of the Company.
The Option shall not be transferable other than by will or the
laws of descent and distribution.
18. Resolution of Disputes.
Any disputes or disagreement which may arise under, or
as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement shall be determined
by the Committee. Any determination made hereunder shall be
final, binding and conclusive on the Optionee and Company for all
purposes.
PHP HEALTHCARE CORPORATION
Attest: By: /s/ Xxxxxxx X. Xxxxxxx
/s/ Illegible Title: President and Chairman
Secretary
Name: Xxxxxxx X. Xxxxxxx
OPTIONEE
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
