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EXHIBIT 99.1
THIS STOCK OPTION AGREEMENT, AND ANY SHARES ACQUIRED UPON THE EXERCISE THEREOF,
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE SECURITIES LAWS OF ANY STATE, IN RELIANCE ON CERTAIN EXEMPTIONS PROVIDED
THEREUNDER.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into
as of _____________, 199__ (the "Execution Date"), by and between INFOMED
HOLDINGS, INC., a Delaware corporation (the "Corporation"), and the person whose
name appears on the signature page hereof (the "Optionee").
WITNESSETH:
WHEREAS, as of the original date of grant of the Option described
herein, the Optionee was an employee or director of the Corporation or one of
its subsidiaries; and
WHEREAS, on the date set forth opposite the name of the Optionee on the
signature page hereof (the "Effective Date"), the Optionee was granted stock
options but such stock options were not previously evidenced by any formal
written agreement; and
WHEREAS, the Corporation and the Optionee desire to reflect the terms
of the stock options in this Agreement (it being agreed that the provisions of
this Agreement are not intended to constitute a modification of any material
economic terms of such Option).
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants contained herein, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions of
this Agreement, the Corporation hereby grants, effective as of the Effective
Date, to the Optionee, the right and option (the "Option") to purchase that
number of shares of the Corporation's $.001 par value common stock (the "Common
Stock") set forth in Schedule I to this Agreement (the "Option Shares").
2. EXERCISE PRICE. The purchase price (the "Exercise Price")
for each Option Share shall be the price per share set forth in Schedule I to
this Agreement, subject to adjustment from time to time as hereinafter provided.
3. EXERCISE OF OPTION.
(a) To the extent that the Option has become and
remains exercisable it may be exercised by the Optionee delivering to the
Corporation a written notice of exercise signed by the Optionee, in
substantially the form attached hereto as Exhibit A (a "Notice of Exercise"),
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together with a check payable to the Corporation in the amount of the total
Exercise Price for the Option Shares to be purchased pursuant to the Notice of
Exercise.
(b) The Optionee may exercise the Option for less
than the full number of Option Shares with respect to which the Option is
exercisable (the "Available Option Shares"), but no fractional shares of Common
Stock shall be issued. Subject to the other restrictions on exercise set forth
herein, the unexercised portion of the exercisable Option may be exercised at a
later date by the Optionee.
(c) Within thirty (30) days after the exercise of
the Option as herein provided, the Corporation shall deliver to the Optionee a
certificate or certificates for the total Option Shares being purchased, in such
names and denominations as are requested by the Optionee.
(d) Neither the Option nor the Option Shares have
been registered under the Securities Act of 1933, as amended (the "Act"), or
under the securities laws of any state. Unless the issuance of shares of Common
Stock are covered by an effective registration statement at the time the Option
is exercised, each certificate representing Option Shares issued upon the
exercise of the Option shall bear the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT
UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE
BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) THE CORPORATION HAS
RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT
REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED SALE, PLEDGE OR
TRANSFER.
The Optionee and the Corporation agree to execute such documents and instruments
as counsel for the Corporation reasonably deems necessary to ensure that the
granting of the Option and the issuance of any shares upon the exercise thereof
will be in compliance with applicable federal and state securities laws.
(e) The Corporation covenants and agrees that all Option
Shares which may be issued upon exercise of the Option shall, upon issuance and
payment therefor, be legally and validly issued and outstanding, fully paid and
nonassessable, and free from all liens, claims and encumbrances, except
restrictions imposed by applicable securities laws, the Corporation's Articles
of Incorporation and/or this Agreement. The Corporation shall at all times
reserve and keep available for issuance upon the exercise of the Option such
number of authorized but unissued shares of Common Stock as will be sufficient
to permit the exercise in full of the Option.
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4. TERM OF OPTION.
(a) The term of the Option shall commence on the Effective Date
set forth in Schedule I to this Agreement, and shall continue in effect until
the first to occur of the following:
(i) the date on which the Option has been fully exercised
with respect to all of the Option Shares, or
(ii) the date specified as the expiration date of the
Option in Schedule I hereto (the "Expiration Date").
(b) In the event of the Optionee's death, the Option may be
exercised hereunder by the Optionee's personal representative, legatees or heirs
at law, as the case may be, and in the case of the Optionee's mental
incompetence, by his legal guardian, or if none has been appointed, by his duly
authorized attorney-in-fact.
5. NONTRANSFERABILITY. This Agreement, the Option and all rights
hereunder are nontransferable and nonassignable by the Optionee, other than by
the last will and testament of the Optionee or the laws of descent and
distribution, unless the Corporation consents thereto in writing. Any transfer
or attempted transfer except pursuant to the preceding sentence shall be null
and void and of no effect whatsoever.
6. ADJUSTMENTS.
(a) If, prior to the termination of the Option as
provided in Section 4(a) hereof, the number of outstanding shares of Common
Stock is increased by a stock split, stock dividend, or other similar event, the
Exercise Price in effect immediately prior to such event shall be
proportionately reduced, and conversely, if the number of outstanding shares of
Common Stock is decreased by a combination or reclassification of shares, or
other similar event, the Exercise Price in effect immediately prior to such
event shall be proportionately increased. Upon each adjustment of the Exercise
Price, the Optionee shall thereafter be entitled to purchase, at the Exercise
Price resulting from such adjustment, the number of shares obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment, and rounding down to the nearest whole share.
(b) If, prior to the termination of the Option as
provided in Section 4(a) hereof, the Corporation shall effect a merger,
consolidation, exchange of shares, recapitalization, reorganization or other
similar event, or shall sell, transfer or otherwise dispose of all or
substantially all of its property, assets or business, and, pursuant to the
terms of such merger, consolidation, exchange of shares, recapitalization,
reorganization, or disposition of assets, property or business, shares of Common
Stock shall be changed into the same or a different number of shares of the same
or another class or classes of stock or securities of the
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Corporation, successor or transferee or an affiliate thereof or cash or other
property or assets, then the Optionee shall thereafter have the right to
purchase and receive upon the basis and upon the terms and conditions specified
in this Agreement and in lieu of the Option Shares immediately theretofore
purchasable and receivable upon the exercise of the Option, such shares of stock
and/or securities, property or cash as may be issued or payable with respect to
or in exchange for the number of Option Shares immediately theretofore
purchasable and receivable upon the exercise of the Option had such merger,
consolidation, exchange of shares, recapitalization or reorganization not taken
place, and, in any such case, appropriate provisions shall be made with respect
to the rights and interests of the Optionee to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the Exercise
Price and of the number of shares purchasable upon the exercise of the Option)
shall thereafter be applicable, as nearly as may be practicable in relation to
any shares of stock or securities, property or cash thereafter deliverable upon
the exercise hereof. The provisions of this paragraph shall similarly apply to
successive reorganizations, mergers, consolidations or dispositions of assets.
Upon any reorganization, consolidation. merger or transfer hereinabove referred
to, this Agreement and the Option shall continue in full force and effect and
the terms hereof shall be applicable to the shares of stock and other
securities, property, assets and cash receivable upon the exercise of the Option
after the consummation of such merger, consolidation, exchange of shares,
recapitalization, reorganization or transfer, as the case may be. The
Corporation shall not effect any such merger, consolidation, exchange of shares,
recapitalization, reorganization or transfer unless, prior to the consummation
thereof, the successor corporation (if other than the Corporation) resulting
therefrom or the corporation purchasing such assets shall, by written instrument
executed and mailed to the registered holder hereof at the last address of such
holder appearing on the books of the Company, (i) assume the obligation to
deliver to such holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be entitled to
purchase, and (ii) agree to be bound by all the terms of this Agreement.
7. INVESTMENT REPRESENTATION. Unless the issuance of shares of
Common Stock are covered by an effective registration statement at the time the
Option is exercised, as a condition to the issuance of Option Shares hereunder,
the Optionee shall represent to the Corporation that the Option Shares acquired
pursuant to such exercise are being purchased for his or her own account for
investment purposes only and not with a present view to resale or a distribution
thereof, unless the Corporation receives an opinion of counsel acceptable to the
Corporation that such a representation is not required under the Act or any
state securities laws. The Optionee acknowledges that he or she has no right to
require the Corporation or any other person or entity to (a) register under the
Act or any state securities law any shares of Common Stock issued upon exercise
of the Option, or (b) satisfy the conditions of Rule 144 of the Securities and
Exchange Commission or any other rule or provision with respect to the public
sale of such Common Stock.
8. NO EMPLOYMENT RIGHT. Neither this Agreement nor the Option
shall give rise to any entitlement to the Optionee to continue to be employed or
to serve as a director or be compensated for any services by the Corporation or
any of its subsidiaries.
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9. NO RIGHTS AS A SHAREHOLDER. The Optionee shall not have any
interest in or shareholder rights with respect to any shares of Common Stock (or
other securities) which are or may become subject to the Option until such
shares (or other securities) have been issued and delivered to the Optionee in
accordance with this Agreement.
10. TAXES. As a condition to the issuance of Option Shares
hereunder, the Corporation may withhold, or require the Optionee to pay or
reimburse the Corporation for, any taxes which the Corporation determines are
required to be withheld under federal, state or local law in connection with the
exercise of the Option
11. HEIRS AND SUCCESSORS. This Agreement and all terms and
conditions hereof shall be binding upon the Corporation and its successors and
assigns, and upon the Optionee and is heirs, legatees and legal representatives.
12. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware.
13. NOTICES. All notices, requests and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given and received when delivered in person, when delivered by
overnight delivery service, or three (3) business days after being mailed by
registered or certified mail, postage prepaid, return receipt requested, to the
following addresses (or to such other address as one party may from time to time
designate in writing to the other party hereto):
If to the Corporation: Infomed Holdings, Inc.
0000 Xxxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attn: General Counsel
If to the Optionee: At the address set forth in Schedule I
to this Agreement
14. SEVERABILITY. The provisions of this Agreement, and of each
separate section and subsection, are severable, and if any one or more
provisions may be determined to be illegal or otherwise enforceable, in whole or
in part, the remaining provisions, and any unenforceable provisions to the
extent enforceable, shall nevertheless be binding and enforceable.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
INFOMED HOLDINGS, INC.
By:
-------------------------------------
Chief Executive Officer
OPTIONEE:
By:
-------------------------------------
Name:
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EXHIBIT A
[DATE]
Infomed Holdings, Inc.
Attention: President
Re: Exercise of Stock Option
Dear Sir:
The undersigned, __________________, pursuant to that certain Stock Option
Agreement dated as of ____________________199_, by and between Infomed Holdings,
Inc. and the undersigned (the "Agreement"), hereby exercises the Option granted
under the Agreement for the following number of Option Shares, subject to the
terms and conditions of the Agreement:
Number of Option Shares Being Purchased:
------------
Total Purchase Price and Amount Remitted:
------------
Very truly yours,
-----------------------------------------
[Name]
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SCHEDULE I
NAME DATE OF EXPIRES SHARES EXERCISE PRICE CERT.
GRANT NUMBER
9
SCHEDULE TO EXHIBIT 99.1
Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
Xxxxxx Xxxxxxx
Xxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx
