EXHIBIT 10.29
1992 EQUITY INCENTIVE PLAN
MEDIWARE INFORMATION SYSTEMS, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the Grant Date set forth below, by and between
Mediware Information Systems, Inc., a New York Corporation having its principal
place of business at the address set forth below (hereinafter called the
"Company"), and the individual whose name and residence appear below on the
first page of this Agreement (hereinafter called "Optionee").
WHEREAS, the terms and conditions of the Options granted to Optionee and
evidenced by this Agreement are as follows:
Name of Optionee: Grant Date:
Xxxxxxx X. Xxxxxxxxxx March 3rd, 2000
Office Address of Optionee: Number of Option Shares:
00000 X. 00xx Xx. 000,000
Xxxxxx, XX 00000
Expiration Date:
March 2nd, 2005
Exercise Price Per Share:
6.41
Vesting Provisions:
Shares
Anniversary of Becoming
Grant Date: Exercisable
First 116,666 shares
Second 116,667 shares
Third 116,667 shares
Company:
Mediware Information Systems, Inc.
Company Address:
0000 Xxx Xxxx Xxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed in duplicate by its duly authorized officer, and Optionee has executed
this Agreement in duplicate, all as of the date and year first above written.
MEDIWARE INFORMATION SYSTEMS, INC.
By /s/ Xxxxxxxx Xxxxxxx
---------------------------------
Optionee
/s/ Xxxxxxx Xxxxxxxxxx
---------------------------------
WHEREAS, the Optionee is a key employee of the Company; and
WHEREAS, as an incentive for the Optionee and as compensation and a benefit
to him or her for serving as an employee, the Company has offered to issue, and
the Optionee has agreed to accept, options to purchase shares of common stock of
the Company pursuant to the 1992 Equity Incentive Plan of the Company (the
"Plan").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto hereby
agree as follows:
1. Grant of Options: Pursuant to and subject in all respects to the
provisions of the Plan, the Company hereby grants to the Optionee, under the
terms and conditions set forth in this Agreement and the Plan, as of the Grant
Date, Options to purchase the aggregate number of shares of common stock, par
value $.10 per share, of the Company ("Common Stock") set forth above on the
first page of this Agreement subject to adjustment in accordance herewith (which
shares are hereinafter called "Option Shares"). The Option Shares may be
purchased by exercising the Options in accordance with the terms of this
Agreement, at the exercise price per share set forth on the first page of this
Agreement, which price is not less than the fair market value of a share of
Common Stock on the date of grant. Terms defined in the Plan shall have the same
meaning in this Agreement unless the context requires otherwise.
2. Other Terms of Options. The Options shall become exercisable on each
anniversary of the first day of the month in which the Grant Date falls to the
extent of the percentage of the Option Shares set forth on the first page of
this Agreement. The Options shall remain exercisable until the "Expiration Date"
set forth on the first page of this Agreement unless earlier terminated as
provided herein.
The Options and exercisability of the Options shall be subject in all
respects to the terms and conditions set forth in this Agreement, and all other
terms and conditions of the Plan and any rules or regulations or other
determinations of the Committee. It is not intended that the Options shall be
incentive stock options for purposes of the Internal Revenue Code of 1986.
3. Transferability. The Options may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or the
laws of descent and distribution or as specified in Section 5(g) of the Plan,
and the Options may be exercised during the lifetime of the Optionee by the
Optionee or by his or her guardian or legal representative. The Optionee may
designate a Beneficiary as provided in the Plan.
4. Exercisable only during Employment; Death; Disability. The Options may
be exercised only during the continuance of the Optionee's employment, except as
provided in clauses (a), (b) and (c) below and paragraph 5.
(a) Termination. If an Optionee's employment terminates for any reason
other than death, all exercisable portions or installments of the Options which
are exercisable on the date of termination of employment shall be exercisable by
the Optionee for a period of three (3) months following such termination; and
(b) Death; Disability. If an Optionee dies or becomes Totally Disabled, the
Options shall be exercisable to the extent provided in Section 5(f) of the Plan.
(c) Other. Any such exercise shall be subject to the satisfaction of all
other conditions to exercise contained in this Option Agreement and the Plan.
5. Early Termination; Confidential Information; Forfeiture;.
(a) To the extent enforceable under applicable law, the Optionee hereby
agrees and undertakes that he or she (i) will not, without the Company's prior
written consent, for a period of nine (9) months within the United States and
Canada directly or indirectly, alone or as a partner, officer, director,
employee, consultant, agent, independent contractor or significant shareholder
of any company or business, engage in any business activity which is directly or
indirectly in competition with the Company with respect to any of the products
or services being considered, developed, sold or otherwise marketed by the
Company at such time; and (ii) will not, for a period of (12) twelve months
within the United States and Canada directly or indirectly, employ, or knowingly
permit any company or business organization directly or indirectly controlled by
him or her to employ, any person who is employed by the Company or in any manner
seek to induce any such person to leave his or her employment by the Company.
Any unexercised Options shall be forfeited immediately upon a breach of such
undertaking as determined by the Committee and set forth in a notice given to
the Optionee and Company, any such determination to be final and binding on all
parties.
(b) The Optionee hereby agrees and undertakes that he or she will not at
any time, whether during or after the termination of the Optionee's employment,
reveal to any person or
entity any of the trade secrets or confidential information concerning the
products, services, organization, business or finances of the Company or of any
third party which the Company is under an obligation to keep confidential
(including but not limited to trade secrets or confidential information
respecting inventions, designs, methods, know-how, techniques, systems, software
programs, works of authorship, customer lists, projects, plans and proposals),
except as may be required in the ordinary course of performing the duties as an
Optionee of the Company, and the Optionee shall keep secret all matters
entrusted to him or her and shall not use or attempt to use any such information
in any manner which may injure or cause loss or may be calculated to injure or
cause loss, whether directly or indirectly, to the Company. Any unexercised
Options shall be forfeited immediately upon a breach of such undertaking as
determined by the Committee and set forth in a notice given to the Optionee and
Company, any such determination to be final and binding on all parties.
(c) Any unexercised Options that have been awarded to the Optionee shall be
forfeited if the Committee determines that the Optionee's employment has been
terminated because of willful misconduct or gross negligence, or if at any time
after the termination of an employment, the Committee determined that the
Optionee has failed satisfactorily to carry out any of her or his remaining
obligations to the Company; or has engaged in any activity which is hostile,
detrimental or antagonistic to the best interests of the Company; or the
Optionee has been convicted of a crime or offense involving the misappropriation
of money or of a felony. The Committee's determination with respect to a
forfeiture shall be set forth in a notice given to the Optionee and to the
Company and shall be final and binding on all parties; any forfeiture shall take
place immediately upon receipt of the notice by the Company.
(d) Optionee acknowledges and agrees that the Restrictive Covenants are
reasonable and necessary for the protection of the Company's business interests.
Nothing contained herein shall be construed as prohibiting the Company from
pursuing any other remedies available to it including equitable relief and the
recovery of any damages.
(e) If any court of competent jurisdiction shall at any time deem any term
of this Agreement or any provision or provisions of any covenant, undertaking or
agreement on the part of the Optionee contained in this Section 5 ("Restrictive
Covenants") too lengthy or too restrictive or the territory too extensive, the
other terms and provisions of Section 5 shall nevertheless stand, the
restrictive periods shall be deemed to be the longest periods permissible by law
under the circumstances, the other restrictive provisions and conditions shall
be the most protective to the Company as may be permissible under law in the
circumstances, and the territory in which activities are restricted shall be
deemed to comprise the largest territory permissible by law under the
circumstances. The court in each case shall reduce the Restrictive Covenants,
time period, territory and/or other restrictions or provisions to the maximum
permissible duration or size or reasonable restriction.
6. No Right to Dividends, Distributions or Voting. The Optionee shall not
have any rights as a shareholder with respect to any Option Shares until the
date of issuance of stock certificates for such Option Shares upon due exercise
of the Options. Until the issuance of stock certificates, no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect
to Option Shares notwithstanding the exercise of the Options. No adjustment will
be made for a dividend or other rights for which the record date is prior to the
date the stock certificate is issued except as provided in Section 7 hereof.
7. Adjustment in Option Shares; Change of Control. If all or any portion of
the Options is exercised subsequent to any stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, spin-off, reorganization or liquidation, as a
result of which shares of any class shall be issued in respect of outstanding
shares of common stock or shares of common stock shall be changed into the same
or a different number of shares of the same or another class or classes, the
person or persons so exercising the Options shall receive, for the aggregate
price payable upon such exercise of the Options, the aggregate number and class
of shares which, if shares of common stock (as authorized at the Grant Date) had
been purchased at the Grant Date of the Options for the same aggregate price (on
the basis of the price per Option Share provided in the Options) and had not
been disposed of, such persons or persons would be holding at the time of such
exercise, as a result of such purchase and any such stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, spin-off, reorganization or liquidation;
provided, however, that no fractional share shall be issued upon any such
exercise. If any such adjustment shall result in the Optionee being entitled to
exercise the Options with respect to a fractional share, the number of shares
subject to the Options shall be reduced to the next lower number of full shares.
In the event of any such change in the outstanding common stock of the Company,
the aggregate number and class of shares reserved by the Company for exercise of
the Options to purchase common stock shall be that number and class which a
person, to whom Options had been granted for all of such reserved shares of
common stock on the date preceding such change, would be entitled to receive as
provided in the first sentence of this Section 7.
If a Change of Control (whether or not hostile) is threatened or proposed,
all Options shall become exercisable in full as of seven business days prior to
the occurrence of the Change of Control, and further: (i) the terms of any
outstanding Options may be amended by the Committee to provide that the date of
termination of such Options may be extended, (ii) the Optionee shall, at his
option, be entitled to acquire the cash, property or securities which would be
receivable by him or her if he or she owned the total number of Option Shares
immediately prior to the Change of Control, and (iii) the Committee is
authorized to require the Company to take any action, with respect to Options,
described in Section 4(e) of the Plan which is equally or more fair and
equitable to the Optionee, in the judgement of the Committee, as the vesting of
100% of the Options.. The provisions of Section 4(f) of the Plan shall not apply
to this Option Agreement.
8. Exercise. The Options shall be exercised by written notice to the
Company at its principal place of business, accompanied by full payment of the
purchase price, which notice shall:
(a) state the election to exercise the Options, the number of shares in
respect of which it is being exercised, the person in whose name the stock
certificate or certificates for such shares
of common stock is to be registered, his address and social security number (or
if more than one, the names, addresses and social security numbers of such
persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of common stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Options
and, if the Options are being exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to counsel for the Company, of
the right of such person or persons to exercise the Options.
Payment of the purchase price of any Option Shares shall be (i) by
certified or bank cashier's or teller's check or in clearing house funds or
(ii), only with the express written authorization of the Committee, by shares of
common stock of the Company duly endorsed for transfer valued at fair market
value at the date of tender as determined in accordance with the Plan. The
certificate or certificates for shares of common stock as to which the Options
shall be exercised shall be registered in the name of the person or persons
properly exercising the Options.
9. Compliance with Laws and Regulations. The grant and exercise of the
Options, and the Company's obligation to sell and deliver stock hereunder, are
subject to such approvals by any regulatory or governmental agency as may be
required and shall comply with all relevant provisions of applicable Federal and
state laws, rules and regulations, including, without limitation, the Securities
Act of 1933, the Securities Exchange Act of 1934, state securities laws, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange or of any quotation association or organization upon which the Option
Shares may then be listed or quoted, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. The Company
may imprint any legends on the Option Shares restricting their subsequent sale
or transfer which may be required by state or Federal law.
Unless the Option Shares shall be duly registered under the Securities
Exchange Act of 1933 and registered, qualified or authorized under applicable
state securities law, the Optionee, by accepting these Options, represents and
warrants for himself and any other person or persons properly exercising these
Options that any and all shares purchased hereunder shall be acquired for
investment and not with the intention to sell or distribute such shares and
agrees to deliver to the Company a written representation that the shares being
purchased are being acquired for investment and not with a present intention of
sale or with a view to distribution, and a consent that the certificate
representing such shares be endorsed to indicate such representation. The
Company shall not be liable in the event it is unable to issue or sell shares of
Common Stock or other securities to the Optionee if such issuance or sale would
be unlawful, nor shall the Company be liable if the issuance or sale of shares
of Common Stock or other securities to an Optionee is subsequently invalidated.
10. Withholding. The Company shall withhold all income or other taxes
permitted or required to be withheld by applicable law and shall remit them to
the appropriate taxing authority.
11. Employment Rights. Nothing contained in the Plan or in this Option
Agreement shall confer upon the Optionee any right to be employed by, or to be
continued in the employ of, the Company or of any of its subsidiaries or
interfere in any way with the right of the Company or any subsidiary by whom
such person may be employed to terminate his employment at any time.
12. Notice of Disposition. If these Options shall be incentive stock
options the following shall apply: Optionee or his estate or legal
representative shall immediately notify the Company in the event of any
disposition of any kind by him of Option Shares acquired pursuant to these
Options. If the disposition shall be a "disqualifying" disposition within the
meaning of Section 422 of the Internal Revenue Code of 1986, the Optionee or his
estate or legal representation shall immediately pay any federal, state or local
taxes owing by reason of the exercise or disposition and provide proof of
payment to the Company.
13. Notices. Any notice to be given under the terms of the Options shall be
addressed to the Company or to the Optionee at the addresses appearing on the
first page of this Agreement, or at such other address as either party may
hereafter designate in writing to the other.
14. Interpretation of this Agreement. Any dispute regarding the
interpretation of this Agreement shall be resolved in accordance with the Plan
and may be submitted by the Optionee or by the Company forthwith to the
Committee for resolution, which shall review such dispute at the time of the
next regular meeting of the Board or such Committee. The decision of the
Committee, as the case may be, with regard to such dispute shall be final and
binding upon the Company and upon the Optionee.
15. Successors and Assigns. Except as otherwise provided herein, the
provisions of this Agreement shall inure to the benefit of, and be binding upon,
the successors and assigns of the Company and the administrators, heirs and
legal representatives of the Optionee.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
17. Amendments. No provision of this Agreement shall be modified, amended,
extended or waived except in writing signed by the parties hereto or as
otherwise be permitted or contemplated by the Plan.
