EXHIBIT 10.22
STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT
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STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT
THIS STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT (the "Option") is
made as of this 11th day of August, 1998, by and among X. X. XxXxxxxxx, III,
M.D. (the "Shareholder"); UCI Medical Affiliates of South Carolina, Inc., a
South Carolina corporation ("UCI of SC"); and Doctor's Care, P.A., a South
Carolina professional corporation (the "Company").
WHEREAS, the Shareholder in the owner of Nine Hundred (900) shares (the
"Shares") of the common stock of the Company.
WHEREAS, the Shareholder is the President and Chief Executive Officer of
UCI of SC and the Company.
WHEREAS, the Shareholder desires to execute this Option to ensure that
the financial statements of the Company may be combined and consolidated with
and into the financial statements of UCI of SC and its parent entity, UCI
Medical Affiliates, Inc.
WHEREAS, in consideration of the foregoing, the Shareholder desires to
grant this Option pursuant to which UCI of SC may require that the Shareholder
offer to sell any and all shares of the common stock of the Company owned by
Shareholder, including but not limited to the Shares, to a person or persons
selected by UCI of SC in accordance with the terms and conditions set forth
herein.
WHEREAS, the Shareholder is the sole shareholder of the Company, and the
Share represents all the issued and outstanding capital stock of the Company.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Shareholder hereby irrevocably grants
unto UCI of SC and its successors and assigns (the "Optionholder") an option to
the person or persons selected by the Optionholder (the "Purchaser") to purchase
any and all shares of the common stock of the Company now or hereafter owned by
Shareholder, including but not limited to the Shares, at the price and upon the
terms and conditions described herein, exercisable upon presentation of this
Option and payment of the purchase price as follows:
1. OPTION SHARE: Shareholder represents and warrants that: (a) as of the
date hereof, the Shares constitute the sole shares of stock or other
securities held directly or indirectly by Shareholder in the Company;
and (b) Shareholder owns, and shall deliver at the closing (as
described below), the Shares free and clear of all of pledges,
options, security interests, liens, claims, or other encumbrances
whatsoever and has full right, power, and authority to option and
transfer the Shares as described herein.
2. EXERCISE PRICE: Exercise of this Option requires the payment of One
Hundred and No/100 ($100.00) Dollars in cash or personal check by the
Purchaser to the Shareholder (the "Exercise Price").
3. OPTION PERIOD: This Option shall expire, and the Shareholder's
restrictions hereunder shall terminate, upon the earlier of (i) three
years after the effective date of the dissolution of the Company,
unless the Company is earlier reinstated pursuant to the South
Carolina Business Corporation Code, as amended, in which event this
Option shall not terminate; or (ii) the consummation of the exercise
of this Option as set forth herein; or (iii) the written consent of
UCI of SC.
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4. OPTION EXERCISE: The Optionholder may exercise this Option by
providing written notice (an "Exercise Notice") indicating the name
of the Purchaser(s), to the Shareholder at the Shareholder's notice
address set forth below, whereupon closing of the purchase of the
Shares shall take place at the date set forth in the Exercise Notice
(but not sooner than one (1) day nor later than ten (10) days after
the date the Exercise Notice is delivered to the Shareholder), or at
such other date as the Purchaser and the Shareholder shall agree.
Closing shall take place at the principal office of UCI of SC in
Columbia, South Carolina, or at such other place as the Optionholder
and the Shareholder shall agree. The purchase of the Shares pursuant
to this Option shall be effective for all purposes at the time the
Purchaser tenders payment to the Shareholder of the Exercise Price.
5. TRANSFER UPON EXERCISE: Upon delivery to the Shareholder of the
Exercise Notice by the Optionholder, the Shareholder (or in the event
of the Shareholder's death, the personal representative of
Shareholder) shall timely deliver or cause to be delivered to the
Purchaser on the date and at the place of closing set forth in the
Exercise Notice such stock certificates and stock powers, duly
endorsed for transfer, as are necessary to complete the transfer of
the Shares to Purchaser. Upon delivery to the Purchaser of such
instruments, the Purchaser shall immediately pay the Exercise Price
to the Shareholder.
6. RESTRICTIONS ON SHARES: So long as this Option remains
outstanding, (a) the Shareholder shall retain full title to, and
reserve for the benefit of the Optionholder, the Shares; (b)
certificates representing the Shares shall bear an appropriate legend
reflecting the Optionholder's rights under this Option; and (c) the
Shareholder shall not transfer the Shares except pursuant to this
Option without the Optionholder's prior written consent which may be
withheld for any or no reason. Any transfer in violation of this
Section shall be null, void, and without effect. The Shareholder
hereby acknowledges that the restrictions set forth in this Section
are necessary to maintain the number and identity of the shareholders
of the Company and are not manifestly unreasonable. Each certificate
evidencing shares of stock of the Company now or hereafter held by
the Shareholder shall bear a conspicuous statement in substantially
the following form:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THAT CERTAIN
STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT (THE "OPTION"), A COPY
OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY PURPORTED
TRANSFER OR DISPOSITION OF SUCH SHARES IN VIOLATION OF THE OPTION SHALL
BE COMPLETELY NULL AND VOID.
7. VOTING AND OTHER SHAREHOLDER RIGHTS: Optionholder shall have none of the
voting or other rights of a shareholder with respect to the Shares which are
the subject of this Option granted hereby until such Shares have been fully
paid for upon valid exercise of this Option.
8. ANTI-DILUTION FEATURES: In the event that the Company proposes,
while this Option remains outstanding, (a) to make a stock dividend, stock
distribution, stock split, reverse stock split, stock reclassification, or
(b) to undergo a recapitalization, merger, consolidation, share exchange, or
sale of all or substantially all assets in return for securities of another
company, the Exercise Price and/or the number of shares subject to this
Option shall be adjusted equitably so that the Optionholder shall be
entitled to require that the Shareholder transfer to the Purchaser appointed
by the Optionholder for a proportionate aggregate price an equity and
economic position in the Company consistent with the equity and economic
position in the Company available under this Option at the date hereof.
Notwithstanding anything contained herein to the contrary, the term "Shares"
as used herein shall be deemed to include any and all such shares of the
capital stock of the Company owned by Shareholder from time to time.
9. RESIGNATION: The Shareholder shall be deemed to have resigned as an officer
and director of the Company at the time the Purchaser tenders payment to the
Shareholder of the Exercise Price as set forth in Section 4.
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10. LICENSE TO PRACTICE MEDICINE: The Shareholder hereby represents and warrants
that as of the date hereof Shareholder is licensed to practice medicine in
the State of South Carolina.
11. NOTICE OF CERTAIN EVENTS: So long as this Option has not expired or been
terminated pursuant to Section 3 hereof, (i) if the Company shall desire to
amend its bylaws or its Articles of Incorporation; or (ii) if any capital
reorganization of the Company, reclassification of the capital stock of the
Company, consolidation or merger of the Company with or into another
corporation, sale lease, or transfer of all or substantially all of the
property and assets of the Company shall desire to be effected; or (iii) if
the Company shall desire to pay any dividend, in shares of stock or cash or
otherwise, or make any distribution upon the shares of its capital stock,
then in any such case, the Company shall cause to be delivered to the
Optionholder, at least thirty (30) days prior to the record date fixed for
the purpose of determining shareholders entitled to vote on such action, or
to receive such dividend, distribution, or offer, or to receive shares or
other assets deliverable upon such reorganization, reclassification,
consolidation, merger, sale, lease, transfer, dissolution, liquidation, or
winding up, as the case may be, a notice containing a brief description of
the proposed action and stating such record date.
12. SPECIFIC PERFORMANCE: Each party hereto acknowledges and agrees that the
other parties hereto would be damaged irreparably in the event any of the
provisions of this Option are not performed in accordance with their
specific terms or otherwise breached. Accordingly, each party agrees that
the other parties hereto shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Option and to specifically
enforce this Option and the terms and provisions hereof in any action
instituted in any court of the United States of any state thereof having
jurisdiction over the parties and the matter, in addition to any other
remedy to which it may be entitled, at law or in equity.
13. MISCELLANEOUS: The Optionholder shall be entitled to assign this Option to
any person or other entity, including but not limited to any corporation
controlled by or under common control with the Optionholder, or in
connection with the acquisition of, or the sale of substantially all of, the
assets of the Optionholder. This option may not be assigned by Shareholder
without the prior written consent of the Optionholder. This Option shall
inure to the benefit of the Optionholder and its successors and assigns and
shall be binding upon the Shareholder and his heirs and permitted assigns.
This Option may be modified or amended, and rights and obligations hereunder
may be waived, only in writing, signed by the Optionholder and the
Shareholder. This Option shall be governed by and construed in accordance
with the laws of the State of South Carolina. The parties consent to
jurisdiction and venue for any dispute arising hereunder in the courts for
Richland County, South Carolina. All terms and provisions of this Option
shall be severable from all other terms and provisions of this Option.
Notices required or permitted hereunder must be in writing and shall be
deemed given when placed in the U.S. certified mail, return receipt
requested, with postage prepaid, addressed to the recipient at the notice
address set forth below, or when personally delivered to the recipient.
IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase
Option and Restriction Agreement under seal to be legally binding and effective
as of the date first above written.
Notice Addresses: SHAREHOLDER:
---------------- -----------
0000 Xxxx Xxxxxx, Xxxxx 0000
Mail Code 1105
Xxxxxxxx, Xxxxx Xxxxxxxx 00000 /s/ X.X. XXXXXXXXX, III, M.D.
Attn: X. X. XxXxxxxxx, III, M.D. ----------------------------
X. X. XxXxxxxxx, III, M.D.
UCI OF SC:
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UCI MEDICAL AFFILIATES OF SOUTH
CAROLINA, INC.
0000 Xxxx Xxxxxx, Xxxxx 0000
Mail Code 0000
Xxxxxxxx, Xxxxx Xxxxxxxx 00000 By: /s/ XXXXX X. XXXXX, XX.
Attn: Xxxxx X. Xxxxx, Xx. ------------------------------------
Xxxxx X. Xxxxx, Xx.
Its: Executive Vice-President and Chief
Financial Officer
COMPANY:
-------
DOCTOR'S CARE, P.A.
0000 Xxxx Xxxxxx, Xxxxx 0000
Mail Code 0000
Xxxxxxxx, Xxxxx Xxxxxxxx 00000 By: /s/ XXXXX X. XXXXX, XX.
Attn: Xxxxx X. Xxxxx, Xx. ------------------------------------
Xxxxx X. Xxxxx, Xx.
Its: Secretary
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