.
.
.
EXHIBIT 10.3
AMICAS, INC.
Nonqualified Stock Option ("NQSO")[Agreement/Confirming Memo]
Granted Under 2006 Stock Incentive Plan
PARTICIPANT (employee, consultant, EXERCISE PRICE: $______ per Share
advisor or director): _______________
GRANT DATE: __________ FINAL EXERCISE DATE: __________
AWARD AMOUNT: Option to purchase _____ OTHER TERMS: ___________
shares (the "Shares") of AMICAS common
stock, par value $0.001 per share
("Common Stock")
VESTING SCHEDULE: __________
1. Grant of Option.
This agreement evidences the grant by AMICAS, INC., a Delaware corporation
(the "Company"), on the Grant Date to the Participant, of an option to purchase,
in whole or in part, on the terms provided herein and in the Company's 2006
Stock Incentive Plan (the "Plan"), the Shares at the Exercise Price. Unless
earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the
Final Exercise Date.
It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.
2. Vesting Schedule.
This option will become exercisable ("vest") as set forth above.
The right of exercise shall be cumulative so that to the extent the option
is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Section 3 hereof or the Plan.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in
writing, signed by the Participant or by any other form of notice of exercise
(including electronic notice) approved by the Board, and received by the Company
at its principal office, accompanied by this agreement, and payment in full in
the manner provided in the Plan. The Participant may purchase less than the
number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share.
(b) Continuous Relationship with the Company Required. Except as otherwise
provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at
all times since the Grant Date, an employee, officer or director of, or
consultant or advisor to, the Company or any other entity the employees,
officers, directors, consultants, or advisors of which are eligible to receive
option grants under the Plan (an "Eligible Participant").
(c) Termination of Relationship with the Company. If the Participant ceases
to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this option shall terminate
three months after such cessation (but in no event after the Final Exercise
Date), provided that this option shall be exercisable only to the extent that
the Participant was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, prior to the Final
Exercise Date, violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
option shall terminate immediately upon such violation.
(d) Exercise Period Upon Death or Disability. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for "cause" as specified in
paragraph (e) below, this option shall be exercisable, within the period of one
year following the date of death or disability of the Participant, by the
Participant (or in the case of death by an authorized transferee), provided that
this option shall be exercisable only to the extent that this option was
exercisable by the Participant on the date of his or her death or disability,
and further provided that this option shall not be exercisable after the Final
Exercise Date.
(e) Termination for Cause. If, prior to the Final Exercise Date, the
Participant's employment or other relationship with the Company is terminated by
the Company for Cause (as defined below), the right to exercise this option
shall terminate immediately upon the effective date of such termination of
employment or other relationship. If the Participant is party to an employment,
consulting or severance agreement with the Company that contains a definition of
"cause" for termination of employment or other relationship, "Cause" shall have
the meaning ascribed to such term in such agreement. Otherwise, "Cause" shall
mean willful misconduct by the Participant or willful failure by the Participant
to perform his or her responsibilities to the Company (including, without
limitation, breach by the Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or other similar agreement
between the Participant and the Company), as determined by the Company, which
determination
shall be conclusive. The Participant shall be considered to have been discharged
for "Cause" if the Company determines, within 30 days after the Participant's
resignation, that discharge for cause was warranted.
4. Withholding.
No Shares will be issued pursuant to the exercise of this option unless and
until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.
5. Nontransferability of Option.
This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order, and, during the lifetime of the Participant, this
option shall be exercisable only by the Participant.
6. Provisions of the Plan.
This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.
[IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.
AMICAS, Inc.
Dated: By:
--------------- -----------------------------------
Name:
---------------------------------
Title:
--------------------------------
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms
and conditions thereof. The undersigned hereby acknowledges receipt of a copy of
the Company's 2006 Stock Incentive Plan.
PARTICIPANT:
---------------------------------------
Address:
------------------------------
-----------------------------]
