EXHIBIT 4.8
THIS OPTION IS NOT, AND SHALL NOT BE TREATED AS AN
INCENTIVE STOCK OPTION, AS DEFINED IN SECTION 422A OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED.
CORE, INC.
STOCK OPTION AGREEMENT
----------------------
THIS STOCK OPTION AGREEMENT is entered into by and between CORE, INC.,
formerly known as Peer Review Analysis, Inc., a Massachusetts corporation (the
"Company"), and __________ ("Optionee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and Optionee desire to enter into this Agreement
concerning the grant by the Company of Stock Options to Optionee;
NOW, THEREFORE, in consideration of the covenants herein set forth,
the parties agree as follows:
1. Shares; Price; Term.
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As of December 8, 1995 (the "Grant Date"), the Company grants Optionee
an option to purchase ____ shares of its Common Stock, par value $0.10 per share
(the "Option Shares"), at a price of $7.46 per share. This option shall
terminate entirely at the close of business on December 8, 2000 (the "Expiration
Date").
2. Vesting.
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The Option Shares shall be 20% exercisable at grant and an additional
20% of the Option Shares shall become exercisable at each annual anniversary of
the Grant Date. Accordingly, the Option Shares shall be exercisable according to
the following schedule:
Number First Date Last Date
of Shares of Exercise of Exercise
---------- ----------------- ----------------
536 20% December 8, 1995 December 8, 2000
536 20% December 8, 1996 December 8, 2000
536 20% December 8, 1997 December 8, 2000
536 20% December 8, 1998 December 8, 2000
536 20% December 8, 1999 December 8, 2000
--- -----
Total 2,680 100%
3. Exercise.
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Optionee may exercise this Stock Option from time to time as
hereinabove provided, by delivery to the Company, as to each such exercise, at
its principal office of (a) written notice of exercise of this Stock Option,
stating the number of shares then being purchased hereunder; (b) a check or cash
in the amount of the full purchase price of such shares; (c) a check or cash in
the amount of federal, state and local withholding taxes, if any, required to be
withheld and paid by the Company as a result of such exercise; and (d) such
other documents or instruments as may be required by any then applicable federal
or state laws or regulations, or regulatory agencies pertaining to this Stock
Option, any exercise thereof and/or any offer, issue, sale or purchase of any
shares covered by this Stock Option. Not less than one share may be purchased
at one time. After the Company shall have received all of the foregoing, the
Company shall proceed with reasonable promptness to issue the shares so
purchased upon such exercise of the Stock Option; provided, however, that
Optionee or any person or persons entitled to exercise this Option under Section
4 hereof shall not be or be deemed to be the record or beneficial owner of any
such shares purchased upon any exercise of this Stock Option until and unless
the stock certificate or certificates evidencing such shares actually shall have
been issued.
4. Death of Optionee; No Assignment.
--------------------------------
This Stock Option shall not be assignable or transferable except by
will or by the laws of descent and distribution and shall be exercisable during
Optionee's lifetime only by Optionee. If Optionee shall die prior to the
Expiration Date, his or her representative or the person entitled to succeed to
his rights hereunder shall have the right, prior to the Expiration Date, to
exercise this Stock Option.
5. No Rights as Stockholder.
------------------------
Optionee shall have no rights as a stockholder with respect to the
Common Stock covered by this Stock Option until the date of the issuance of a
stock certificate or stock certificates to Optionee. No adjustment will be made
for dividends or other rights for which the record date (or if there is no
record date established, then the date established for the distribution of such
dividend or right) is prior to the date such stock certificates are issued.
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6. Conditions of Resale.
--------------------
Optionee agrees to comply with all applicable federal and state
securities laws and rules and regulations thereunder in connection with the
resale by him or her of any shares of Common Stock which shall have been
received by him or her upon exercise of this Option, and Optionee further agrees
to comply with all requirements of the Company which may be reasonably imposed
by the Company as conditions of such resale. The Company may, in its
discretion, place a legend on stock certificates issued in connection with the
exercise of this Stock Option in order to insure compliance with the Securities
Act of 1933, as amended.
The Company has no obligation to register the Option Shares on a
registration statement with the Securities and Exchange Commission.
Accordingly, notwithstanding the Company's status as a publicly-held
corporation, the Option Shares may be restricted shares and not subject to
resale without compliance with Rule 144 or other exemption. In general, Rule
144 requires a two-year holding period prior to sale of the shares of stock.
7. Certain Adjustments Upon Changes in Capitalization.
--------------------------------------------------
In the event of any change in the outstanding Common Stock of the
Company by reason of a stock dividend, consolidation, split-up, combination or
exchange of shares, or the like, the aggregate number and class of shares
available under this Stock Option Agreement shall be appropriately adjusted by
the Board of Directors whose determination shall be conclusive.
8. Miscellaneous.
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(a) Sections: Headings. Section and other headings are included
------------------
herein for reference purposes only and shall not be construed or interpreted as
part of this Agreement.
(b) Gender; Plural. Wherever and whenever the context of this
--------------
Agreement shall so require, the masculine, feminine and neuter gender of any
noun or pronoun shall include any or all of the other genders and the singular
shall include the plural and the plural shall include the singular.
(c) Counterparts. This Agreement may be executed in several
------------
counterparts, all of which shall constitute one and the same instrument.
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(d) Not an Incentive Stock Option. Optionee understands that this
------------------------------
Stock Option will not be treated as an "Incentive Stock Option" pursuant to
Section 422A of the Internal Revenue Code of 1986.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 8th day of December, 1995.
CORE, INC.
By: ___________________________________
Xxxxxx X. Xxxxxxxxx XX
Chairman and Chief Executive Officer
Optionee
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LIST OF OPTIONEES GRANTED OPTIONS ON DECEMBER 8, 1995
Xxxxxxx Xxxxxx 5,000
Xxxxx Xxxxxx 5,000
Xxxxx Xxxxxxxx 2,680*
Xxxxxxxxx Xxxxxx 268*
_______________
* Included among 216,759 shares registered on Form S-8.
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