FACE SHEET
Optionee:
Grant Date :
Plan :
Total Options Granted are:
Exercise Price per share of Common Stock:
Vesting Schedule:
Expiration Date:
Optioned shares must be purchased within 5 years from the date of grant,
. That is, all options must be exercised by
Notice Addresses:
If to the Corporation: If to the Optionee:
Mid Atlantic Medical Services, Inc.
0 Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Secretary
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MID ATLANTIC MEDICAL SERVICES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR OPTIONS GRANTED UNDER 1991,1992,
1993, 1994 OR 1995 NON-QUALIFIED STOCK OPTION
PLAN
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AGREEMENT ("Agreement") dated the date indicated on the attached Face
Sheet, by and between Mid Atlantic Medical Services, Inc., a Delaware
corporation ("Corporation"), and the person indicated on the attached Face
Sheet, an employee of the Corporation and/or one of its subsidiaries
("Optionee").
WHEREAS, the Corporation desires to have the Optionee continue in its
employ and to provide the Optionee with an incentive by sharing in the success
of the Corporation;
WHEREAS, in order to provide such an incentive to its key employees,
the Corporation has adopted the non-qualified stock option plan indicated on the
attached Face Sheet ("Plan")'
WHEREAS, the Corporation desires to grant to the Optionee under the
Plan options not intended to qualify as "incentive stock options" within the
meaning of Section 422 or any successor provision of the Internal Revenue Code
of 1986, as amended ("Code"); and
WHEREAS, unless otherwise provided herein, capitalized terms used in
this Agreement shall have the meaning given them in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants and
representations herein contained and intending to be legally bound, the parties
hereto agree as follows:
1. NUMBER OF SHARES AND PRICE. The Corporation hereby grants to the Optionee an
option ("Option") to purchase the number of shares of Common Stock set forth on
the attached Face Sheet of this Agreement. The exercise price per share of
Common Stock of the Option shall be as is set forth on the attached Face Sheet
of this Agreement, such price being the Fair Market Value per share of Common
Stock on the date of grant of the Option. The Option is not intended to qualify
as an "incentive stock option" under Section 422 of the Code.
2. TERM AND EXERCISE. The Option shall expire five (5) years from the date
hereof, subject to earlier termination as set forth in Section 3. Subject to the
provisions of Section 3, the Option shall become exercisable in installments as
set forth on the attached Face Sheet of this Agreement.
3. TERMINATION OF EMPLOYMENT. Upon termination of the employment of the Optionee
for any reason, the Option may only be exercised in accordance with Section 6(d)
of the Plan.
4. ANTIDILUTION PROTECTION. The Optionee shall have the protections against
dilution as are specified in Section 7 of the Plan.
5. EXERCISE OF THE OPTION. The Option may be exercised only by written notice,
delivered or mailed by registered or certified mail addressed to the Treasurer
of the Corporation at the Corporation's principal business office. Such notice
shall be accompanied by payment of the aggregate exercise price of the shares of
Common Stock being purchased either (i) in cash or its equivalent, (ii) by
tendering previously acquired shares of Common Stock valued at their Fair Market
Value at the date of payment as long as the tendered shares have been held by
the Optionee for at least six months, or (iii) by any combination of (i) and
(ii). Any shares of Common Stock tendered in payment for shares covered by the
Option shall be duly endorsed in blank or accompanied by stock powers duly
endorsed in blank. Upon receipt of the payment of the aggregate exercise price
of the shares of Common Stock purchased on exercise of the Option, certificates
representing such shares shall be issued to the Optionee. The shares of Common
Stock so purchased shall be fully paid and nonassessable except insofar as
statutory liability may be imposed under any applicable law.
6. CHANGES IN CONTROL. In the event of a change of control of the Corporation,
the Optionee shall have such rights as are specified in Section 8 of the Plan.
7. NOT A STOCKHOLDER. The Optionee shall not be deemed for any purposes to be a
stockholder of the Corporation with respect to any shares that may be acquired
on exercise of the Option except to the extent that the Option shall have been
exercised and stock certificates have been issued with respect thereto.
8. TRANSFERABILITY. The Option shall not be transferable by the Optionee
otherwise than by will, by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder.
9. SECURITIES ACT OF 1933. The Optionee agrees for himself or herself and his or
her heirs, legatees, and legal representatives, with respect to all shares of
Common Stock acquired pursuant to the terms and conditions of the Plan and the
Option (or any other shares of stock issued pursuant to a stock dividend or
stock split thereon or any securities issued in lieu thereof or in substitution
or exchange therefor), that the Optionee and his or her heirs, legatees and
legal representatives will not sell or otherwise dispose of these shares except
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "Act"), or except in a transaction that, in the opinion of
counsel for the Corporation, is exempt from registration
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under the Act. Further, the Corporation shall not be required to sell or issue
any shares of Common Stock under the Option if, in the opinion of the
Corporation, (a) the issuance of such shares would constitute a violation by the
Optionee or the Corporation of any applicable law or regulation of any
government authority or (b) the consent or approval of any governmental body is
necessary or desirable as condition of, or in connection with, the issuance of
such shares.
10. ABILITY OF THE CORPORATION TO TAKE CERTAIN ACTIONS. The existence of the
Option granted shall not affect in any way the right or power of the Corporation
or its directors or stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the Corporation's
capital structure or its business, or any merger or consolidation of the
Corporation, or any issuance of bonds, debentures, preferred or prior preference
stock ahead of or affecting the stock or the rights thereof, or dissolution or
liquidation of the Corporation, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
11. WITHHOLDING TAXES. The Optionee shall have the right to satisfy federal,
state, local or foreign withholding taxes incurred upon exercise of the Option
in shares of Common Stock otherwise issuable to the Optionee upon exercise of
the Option in accordance with Section 11(f) of the Plan, without any further
Committee action being required.
12. DISPUTE RESOLUTION. As a condition of granting the Option, the Optionee
agrees, for the Optionee and his or her legal representatives and beneficiaries,
that any dispute or disagreement that may arise under or as a result of or
pursuant to the Plan and the Option shall be determined by the Committee in it
sole discretion, and any interpretation by the Committee of the terms of the
Plan and Option shall be final, binding and conclusive.
If you accept the foregoing terms and conditions, please sign and date this
letter on the lines provided below. In the absence of your written acceptance of
the terms hereof, no optioned share will be purchasable by you.
Very truly yours,
Xxxxxx X. Xxxxxx
Chairman, President and
Chief Executive Officer of MAMSI
Xxxxx X. Xxxx
Member of the Compensation Committee of MAMSI
SEEN AND ACCEPTED:
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Signature
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Social Security Number
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Date
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