EXHIBIT 10.5.2
390049.2
EXHIBIT F-1
September 10, 1996
[FORM FOR USE OF EXECUTIVE OFFICERS]
Dear __________:
This letter sets forth the agreement between you ("Employee") and IMNET Systems,
Inc., a Delaware corporation (the "Company"), regarding your option to acquire
shares of the Company's Common Stock.
1. Grant of Option. Subject to the terms set forth below, the Company
hereby grants to Employee the right, privilege, and option to purchase
up to _________ shares (the "Option Shares" of its Common Stock at the
purchase price of $15-3/4 per share, which price is equal to the fair
market value thereof on the date of grant. The date of grant ("Grant
Date") of the option is 12:01 a.m., September 10, 1996. This option is
intended to be a "non-qualified option".
2. Term. Except as otherwise provided herein or in the Employee Stock
Option and Rights Plan, the option shall terminate upon the earlier to
occur of (i) the expiration of ten years following the Grant Date, (ii)
the date of termination of the option in accordance with Section 6 in
the event of Disability, Death or Retirement, (iii) 30 days following
voluntary termination by Employee of Employee's employment by the
Company (other than by reason of Death, Disability or Retirement) or
(iv) termination of Employee's employment by the Company (other than by
reason of voluntary termination, Disability, Death, or Retirement).
3. Time of Exercise of Option. Subject to Sections 6 and 7 below, prior to
its termination as set forth herein or in the Plan, Employee may
exercise the option granted herein on a cumulative basis as described
below:
390049.2
Cumulative Percentage of
Option Shares
Exercise Date Exercisable
First Anniversary of Grant Date 20%
Second Anniversary of Grant Date 20% (40% of total granted)
Third Anniversary of Grant Date 20% (60% of total granted)
Fourth Anniversary of Grant Date 20% (80% of total granted)
Fifth Anniversary of Grant Date 20% (100% of total granted)
4. Method of Exercise. The option shall be exercised by written notice
directed to the Compensation Advisory Committee (the "Committee"), or
if none has been appointed, to the Board of Directors of the Company,
at the Company's principal executive office, accompanied by payment of
the option price for the number of Option Shares purchased in
accordance with the Plan's requirements. At Employee's discretion, the
Company shall make delivery of such shares in accordance with the Plan
provided that if any law or regulation requires the Company to take any
action with respect to the shares specified in such notice before the
issuance thereof, then the date of delivery of such shares shall be
extended for the period necessary to take such action.
5. The Plan. The Company's 1993 Employee Stock Option and Rights Plan, as
amended from time to time, by the Board of Directors of the Company
(the "Plan"), is hereby incorporated into this letter and to the extent
that anything in this letter is inconsistent with the Plan, the terms
of the Plan shall control. Employee acknowledges that the Company has
provided a copy of the Plan to Employee. The parties agree that, as a
matter of convenience, this agreement is to be governed by the Plan,
even though it is understood and agreed that the shares subject to the
option granted hereby are not among those expressly authorized to be
granted pursuant to the Plan.
6. Termination of Option. Except as otherwise stated herein, or in the
Plan, the option, to the extent not previously exercised, shall
terminate in accordance with the Plan and upon the first to occur of
the following events:
a. Disability. The expiration of 36 months after the date on which
Employee's employment by the Company is terminated, if such
termination be by reason of Employee's permanent and total
Disability (as defined in the Plan), provided, however that the
option shall be exercisable only to the extent that Employee had
the right to exercise the option at the time of termination, and
if the Employee dies within such 36 month period, any unexercised
option held by such Employee shall thereafter be exercisable in
accordance with the provisions of and shall terminate upon the
first to occur of the events described in Section 6(b).
b. Death. In the event of Employee's death while in the employ of
the Company, the expiration of 12 months following the date of
his or her death, provided that the option shall be exercisable
following the Employee's death only to the extent
390049.2
that Employee had the right to exercise the option at the time
of his or her death; or
c. Retirement. In the event Employee's employment by the Company
terminates by reason of Normal or Early Retirement (as defined in
the Plan), any option held by such Employee may be exercised by
the Employee for a period of 36 months from the date of such
termination; provided, however, that if the Employee dies within
such 36 month period any unexercised option held by Employee
shall thereafter be exercisable in accordance with the provisions
of and shall terminate upon the first to occur of the events
described in Section 6(b).
Except as set forth above, the option may not be exercised unless
Employee, at the time he or she exercises the option, is, and has
been at all times since the date of grant of the option, an
employee of the Company. Employee shall be deemed to be employed
by the Company if he or she is employed by the Company or any of
its subsidiaries.
7. Reclassification, Consolidation, or Merger. The number of Option Shares
may be adjusted in accordance with the Plan if certain events such as
merger, reorganization, consolidation, recapitalization, stock
dividends, stock splits, or other changes in the Company's corporate
structure affecting its Common Stock occur.
The options subject to this Agreement shall immediately become vested
in the event of a Non-Acquiring Transaction, as defined in Section 5(k)
of the Plan.
8. Rights Prior to Exercise of Option. This option is not transferable by
Employee, except by will or by the laws of descent and distribution or
as otherwise set forth in the Plan, and during Employee's lifetime
shall be exercisable only by Employee. This option shall confer no
rights to the holder hereof to act as a stockholder with respect to any
of the Option Shares until payment of the option price and delivery of
a share certificate has been made.
9. Employee's Representations and Warranties. By execution of this
agreement, Employee represents and warrants to the Company as follows:
a. Employee is accepting this option solely for his or her own
account for investment and not with a view to or for sale or
distribution of the option or any Option Shares and not with
any present intention of selling, offering to sell, or
otherwise disposing of or distributing the option or any
Option Shares. The entire legal and beneficial interest of the
option and the Option Shares are for and will be held for the
account of the Employee only and neither in whole nor in part
for any other person.
b. Employee resides at the following address:
----------------------------
----------------------------
----------------------------
390049.2
c. Employee is familiar with the Company and its plans,
operations, and financial condition. Prior to the acceptance
of this option, Employee had received all information as he or
she deems necessary and appropriate to enable an evaluation of
the financial risk inherent in accepting and exercising the
option and has received satisfactory and complete information
concerning the business and financial condition of the Company
in response to all inquiries in respect thereof.
10. Restricted Securities. Employee recognizes and understands that this
option and the Option Shares have not been and may not be in the future
registered under the Securities Act of 1933, as amended (the "Act"),
the Georgia Securities Act of 1973, as amended (the "Georgia Act"), or
any other state securities law. Any transfer of the option (if
otherwise permitted hereunder, and once exercised, the Option Shares)
will not be recognized by the Company unless such transfer is
registered under the Act, the Georgia Act, and any other applicable
state securities laws or effected pursuant to an exemption from such
registration which may then be available. Any share certificates
representing the Option Shares may be stamped with legends restricting
transfer thereof in accordance with the Company's policy with respect
to unregistered shares of its Common Stock issued to employees as a
result of exercise of options granted under the Plan. The Company may
make a notation in its stock transfer records of the aforementioned
restrictions on transfers and legends. Employee recognizes and
understands that the Option Shares may be restricted securities within
the meaning of Rule 144 promulgated under the Act; that the exemption
from registration under Rule 144 may not be available under certain
circumstances and that Employee's opportunity to utilize Rule 144 to
sell the Option Shares may be limited or denied. The Company shall be
under no obligation to maintain or promote a public trading market for
the class of shares for which the option is granted or to make
provision for adequate information concerning the Company to be
available to the public as provision for adequate information
concerning the obligation to recognize any transfer or sale of any
Option Shares unless the terms and conditions of Rule 144 are complied
with by the Employee. By acceptance hereof, Employee agrees that no
permitted disposition of this option or any Option Shares shall be made
unless and until (i) there is then in effect a registration statement
under the Act, the Georgia Ct, and applicable state securities laws
covering such proposed disposition and such disposition is made in
accordance with such registration statement, or (ii) Employee shall
have notified the Company of a proposed disposition and shall have
furnished to the Company a detailed statement of the circumstances
surrounding such disposition, together with an opinion of counsel
acceptable in form and substance to the Company that such disposition
will not require registration of the shares so disposed
under the Act, the Georgia Act, and any applicable state securities
laws. The Company shall be under no obligation to permit such transfer
or disposition on its stock transfer books unless counsel for the
Company shall concur as to such matters.
11. Tax Matters. The Employee hereby agrees to comply with any applicable
federal, state, and local income and employment tax requirements which
might arise with regard to a disposition of any Option Shares and to
inform the Company of any such disposition which occurs prior to the
expiration of (i) two years from the date of grant of the option, and
(ii) one year from the date of transfer to him of Option Shares. No
later than the
390049.2
date as of which an amount first becomes includable in the gross income
of the Employee for federal income tax purposes with respect to the
exercise of any option under the Plan, Employee shall pay to the
Company, or make arrangements satisfactory to the Committee regarding
the payment of, any federal, state, or local taxes of any kind required
by law to be withheld with respect to such amount. The obligations of
the Company under the Plan are conditional on such payment or
arrangements and the Company shall have the right to deduct any such
taxes from any payment of any kind otherwise due to Employee.
12. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors, and permissible assigns.
13. Miscellaneous. This Agreement shall be governed by and construed under
the laws of the State of Georgia. If any term or provision hereof shall
be held invalid or unenforceable, the remaining terms and provisions
hereof shall continue in full force and effect. Any modification to
this Agreement shall not be effective unless the same shall be in
writing and such writing shall be signed by authorized representatives
of both of the parties hereto. The terms of paragraphs 9 and 10 shall
attach to the Option Shares. The option contained in this letter shall
not confer upon Employee any right to continued employment with the
Company, nor shall it interfere in any way with the right of the
Company to terminate the employment of Employee at any time. This
letter can be executed in two or more counterparts, each of which shall
be deemed an original and all of which together shall constitute but
one and the same instrument.
390049.2
Please signify your acceptance of the option and your agreement to be bound by
the terms hereof by promptly signing one of the two original letters provided to
you and returning the same to the President of the Company. The Company looks
forward to a long and mutually beneficial relationship.
Very truly yours,
IMNET SYSTEMS, INC.
Xxxxxxx X. Xxxxx
Senior Vice President and
Chief Financial Officer
ACCEPTED AND AGREED
on the _____ day of _______________, 1996.
EMPLOYEE:
Print Name:_____________________________
Social Security No.:____________________
390049.2
EXHIBIT F-2
September 10, 1996
[FORM FOR USE FOR EMPLOYEES WHO ARE NOT EXECUTIVE OFFICERS]
Dear __________:
This letter sets forth the agreement between you ("Employee") and IMNET Systems,
Inc., a Delaware corporation (the "Company"), regarding your option to acquire
shares of the Company's Common Stock.
1. Grant of Option. Subject to the terms set forth below, the Company
hereby grants to Employee the right, privilege, and option to purchase
up to _________ shares (the "Option Shares" of its Common Stock at the
purchase price of $15-3/4 per share, which price is equal to the fair
market value thereof on the date of grant. The date of grant ("Grant
Date") of the option is 12:01 a.m., September 10, 1996. This option is
intended to be a "non-qualified option".
2. Term. Except as otherwise provided herein or in the Employee Stock
Option and Rights Plan, the option shall terminate upon the earlier to
occur of (i) the expiration of ten years following the Grant Date, (ii)
the date of termination of the option in accordance with Section 6 in
the event of Disability, Death or Retirement, (iii) 30 days following
voluntary termination by Employee of Employee's employment by the
Company (other than by reason of Death, Disability or Retirement) or
(iv) termination of Employee's employment by the Company (other than by
reason of voluntary termination, Disability, Death, or Retirement).
3. Time of Exercise of Option. Subject to Sections 6 and 7 below, prior to
its termination as set forth herein or in the Plan, Employee may
exercise the option granted herein on a cumulative basis as described
below:
390049.2
Cumulative Percentage of
Option Shares
Exercise Date Exercisable
First Anniversary of Grant Date 20%
Second Anniversary of Grant Date 20% (40% of total granted)
Third Anniversary of Grant Date 20% (60% of total granted)
Fourth Anniversary of Grant Date 20% (80% of total granted)
Fifth Anniversary of Grant Date 20% (100% of total granted)
4. Method of Exercise. The option shall be exercised by written notice
directed to the Compensation Advisory Committee (the "Committee"), or
if none has been appointed, to the Board of Directors of the Company,
at the Company's principal executive office, accompanied by payment of
the option price for the number of Option Shares purchased in
accordance with the Plan's requirements. At Employee's discretion, the
Company shall make delivery of such shares in accordance with the Plan
provided that if any law or regulation requires the Company to take any
action with respect to the shares specified in such notice before the
issuance thereof, then the date of delivery of such shares shall be
extended for the period necessary to take such action.
5. The Plan. The Company's 1993 Employee Stock Option and Rights Plan, as
amended from time to time, by the Board of Directors of the Company
(the "Plan"), is hereby incorporated into this letter and to the extent
that anything in this letter is inconsistent with the Plan, the terms
of the Plan shall control. Employee acknowledges that the Company has
provided a copy of the Plan to Employee. The parties agree that, as a
matter of convenience, this agreement is to be governed by the Plan,
even though it is understood and agreed that the shares subject to the
option granted hereby are not among those expressly authorized to be
granted pursuant to the Plan.
6. Termination of Option. Except as otherwise stated herein, or in the
Plan, the option, to the extent not previously exercised, shall
terminate in accordance with the Plan and upon the first to occur of
the following events:
a. Disability. The expiration of 36 months after the date on which
Employee's employment by the Company is terminated, if such
termination be by reason of Employee's permanent and total
Disability (as defined in the Plan), provided, however that the
option shall be exercisable only to the extent that Employee had
the right to exercise the option at the time of termination, and
if the Employee dies within such 36 month period, any unexercised
option held by such Employee shall thereafter be exercisable in
accordance with the provisions of and shall terminate upon the
first to occur of the events described in Section 6(b).
b. Death. In the event of Employee's death while in the employ of
the Company, the expiration of 12 months following the date of
his or her death, provided that the option shall be exercisable
following the Employee's death only to the extent
390049.2
that Employee had the right to exercise the option at the time of
his or her death; or
c. Retirement. In the event Employee's employment by the Company
terminates by reason of Normal or Early Retirement (as defined in
the Plan), any option held by such Employee may be exercised by
the Employee for a period of 36 months from the date of such
termination; provided, however, that if the Employee dies within
such 36 month period any unexercised option held by Employee
shall thereafter be exercisable in accordance with the provisions
of and shall terminate upon the first to occur of the events
described in Section 6(b).
Except as set forth above, the option may not be exercised
unless Employee, at the time he or she exercises the option,
is, and has been at all times since the date of grant of the
option, an employee of the Company. Employee shall be deemed
to be employed by the Company if he or she is employed by the
Company or any of its subsidiaries.
7. Reclassification, Consolidation, or Merger. The number of Option Shares
may be adjusted in accordance with the Plan if certain events such as
merger, reorganization, consolidation, recapitalization, stock
dividends, stock splits, or other changes in the Company's corporate
structure affecting its Common Stock occur.
8. Rights Prior to Exercise of Option. This option is not transferable by
Employee, except by will or by the laws of descent and distribution or
as otherwise set forth in the Plan, and during Employee's lifetime
shall be exercisable only by Employee. This option shall confer no
rights to the holder hereof to act as a stockholder with respect to any
of the Option Shares until payment of the option price and delivery of
a share certificate has been made.
9. Employee's Representations and Warranties. By execution of this
agreement, Employee represents and warrants to the Company as follows:
a. Employee is accepting this option solely for his or her own
account for investment and not with a view to or for sale or
distribution of the option or any Option Shares and not with
any present intention of selling, offering to sell, or
otherwise disposing of or distributing the option or any
Option Shares. The entire legal and beneficial interest of the
option and the Option Shares are for and will be held for the
account of the Employee only and neither in whole nor in part
for any other person.
390049.2
b. Employee resides at the following address:
----------------------------
----------------------------
----------------------------
c. Employee is familiar with the Company and its plans,
operations, and financial condition. Prior to the acceptance
of this option, Employee had received all information as he or
she deems necessary and appropriate to enable an evaluation of
the financial risk inherent in accepting and exercising the
option and has received satisfactory and complete information
concerning the business and financial condition of the Company
in response to all inquiries in respect thereof.
10. Restricted Securities. Employee recognizes and understands that this
option and the Option Shares have not been and may not be in the future
registered under the Securities Act of 1933, as amended (the "Act"),
the Georgia Securities Act of 1973, as amended (the "Georgia Act"), or
any other state securities law. Any transfer of the option (if
otherwise permitted hereunder, and once exercised, the Option Shares)
will not be recognized by the Company unless such transfer is
registered under the Act, the Georgia Act, and any other applicable
state securities laws or effected pursuant to an exemption from such
registration which may then be available. Any share certificates
representing the Option Shares may be stamped with legends restricting
transfer thereof in accordance with the Company's policy with respect
to unregistered shares of its Common Stock issued to employees as a
result of exercise of options granted under the Plan. The Company may
make a notation in its stock transfer records of the aforementioned
restrictions on transfers and legends. Employee recognizes and
understands that the Option Shares may be restricted securities within
the meaning of Rule 144 promulgated under the Act; that the exemption
from registration under Rule 144 may not be available under certain
circumstances and that Employee's opportunity to utilize Rule 144 to
sell the Option Shares may be limited or denied. The Company shall be
under no obligation to maintain or promote a public trading market for
the class of shares for which the option is granted or to make
provision for adequate information concerning the Company to be
available to the public as provision for adequate information
concerning the obligation to recognize any transfer or sale of any
Option Shares unless the terms and conditions of Rule 144 are complied
with by the Employee. By acceptance hereof, Employee agrees that no
permitted disposition of this option or any Option Shares shall be made
unless and until (i) there is then in effect a registration statement
under the Act, the Georgia Ct, and applicable state securities laws
covering such proposed disposition and such disposition is made in
accordance with such registration statement, or (ii) Employee shall
have notified the Company of a proposed disposition and shall have
furnished to the Company a detailed statement of the circumstances
surrounding such disposition, together with an opinion of counsel
acceptable in form and substance to the Company that such disposition
will not require registration of the shares so disposed under the Act,
the Georgia Act, and any applicable state securities laws. The Company
shall be under no obligation to permit such transfer or disposition on
its stock transfer books unless counsel for the Company shall concur as
to such matters.
390049.2
11. Tax Matters. The Employee hereby agrees to comply with any applicable
federal, state, and local income and employment tax requirements which
might arise with regard to a disposition of any Option Shares and to
inform the Company of any such disposition which occurs prior to the
expiration of (i) two years from the date of grant of the option, and
(ii) one year from the date of transfer to him of Option Shares. No
later than the date as of which an amount first becomes includable in
the gross income of the Employee for federal income tax purposes with
respect to the exercise of any option under the Plan, Employee shall
pay to the Company, or make arrangements satisfactory to the Committee
regarding the payment of, any federal, state, or local taxes of any
kind required by law to be withheld with respect to such amount. The
obligations of the Company under the Plan are conditional on such
payment or arrangements and the Company shall have the right to deduct
any such taxes from any payment of any kind otherwise due to Employee.
12. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors, and permissible assigns.
13. Miscellaneous. This Agreement shall be governed by and construed under
the laws of the State of Georgia. If any term or provision hereof shall
be held invalid or unenforceable, the remaining terms and provisions
hereof shall continue in full force and effect. Any modification to
this Agreement shall not be effective unless the same shall be in
writing and such writing shall be signed by authorized representatives
of both of the parties hereto. The terms of paragraphs 9 and 10 shall
attach to the Option Shares. The option contained in this letter shall
not confer upon Employee any right to continued employment with the
Company, nor shall it interfere in any way with the right of the
Company to terminate the employment of Employee at any time. This
letter can be executed in two or more counterparts, each of which shall
be deemed an original and all of which together shall constitute but
one and the same instrument.
390049.2
Please signify your acceptance of the option and your agreement to be bound by
the terms hereof by promptly signing one of the two original letters provided to
you and returning the same to the President of the Company. The Company looks
forward to a long and mutually beneficial relationship.
Very truly yours,
IMNET SYSTEMS, INC.
Xxxxxxx X. Xxxxx
Senior Vice President and
Chief Financial Officer
ACCEPTED AND AGREED
on the _____ day of ________________, 1996.
EMPLOYEE:
Print Name:________________________________
Social Security No.:_______________________
390049.2
