EXHIBIT 10-U
STOCK OPTION AGREEMENT made as of the 10th day of December, 1998 between
SANDATA, INC., a Delaware corporation (the "Company"), and XXXX X. XXXXXXX (the
"Optionee").
WHEREAS, the Optionee is an employee of the Company or a subsidiary
thereof;
WHEREAS, the Company desires to provide to the Optionee an additional
incentive to promote the success of the Company;
NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee (the "Grant") the right and option to purchase shares of
Common Stock of the Company under and pursuant to the terms and conditions of
the Company's 1995 Stock Option Plan (the "Plan") and upon the following terms
and conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to Three Hundred Ten Thousand (310,000)
shares of the Common Stock of the Company (the "Option Shares") during the
following periods:
(a) All or any part of Three Hundred Ten Thousand (310,000) shares of
Common Stock of the Company may be purchased during the period
commencing on December 10, 1998 and terminating at 5:00 P.M. on
December 10, 2003 (the "Expiration Date").
2. NATURE OF OPTION. The Option is intended to meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended, relating to
"incentive stock options".
3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be
One Dollar and 41/100 cents ($1.41) (the "Option Price"). The Company shall pay
all original issue or transfer taxes on the exercise of the Option.
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance with
the provisions of the Plan. As soon as practicable after the receipt of notice
of exercise and payment of the Option Price as provided for in the Plan, the
Company shall tender to the Optionee certificates issued in the Optionee's name
evidencing the number of Option Shares covered thereby.
5. TRANSFERABILITY. The Option shall not be transferable other than by will
or the laws of descent and distribution and, during the Optionee's lifetime,
shall not be exercisable by any person other than the Optionee.
6.INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
7. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, 00 Xxxxxx
Xxxx Xxxxx, Xxxx Xxxxxxxxxx, XX 00000 Attention: President and to the Optionee
at the address indicated below. Notices shall be deemed to have been given on
the date of hand delivery or mailing, except notices of change of address, which
shall be deemed to have been given when received.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns.
9. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains the
entire understanding of the parties hereto with respect to the subject matter
hereof and may be modified only by an instrument executed by the party sought to
be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.
SANDATA, INC.
By:
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx, Secretary
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
