EXHIBIT 10.9
FORM OF DIRECTOR STOCK OPTION AGREEMENT
HEALTHSTREAM, INC.
2000 STOCK INCENTIVE PLAN
OPTION GRANTED THIS ____ DAY OF ______, 200__ ("GRANT DATE") BY
HEALTHSTREAM, INC. (THE "COMPANY") TO Optionee (THE "DIRECTOR").
1. Stock Option. The Company hereby grants to the Director an option (the
"Option") to purchase up to ______ shares of the common stock of the Company, no
par value, to be issued upon the exercise of the Option, in the manner hereafter
set forth, fully paid and nonassessable. This Option is being granted under the
provisions of the Company's 2000 Stock Incentive Plan (the "Plan"), which are
incorporated herein by reference. The Plan is administered by the Compensation
Committee of the Board of Directors of the Company.
2. Time of Exercise. This Option shall be exercisable and have a term as
follows:
(a) This Option shall expire on the tenth anniversary of the
Grant Date.
(b) One hundred percent (100%) of the shares granted under this
Option shall vest and become exercisable on the Grant Date.
(c) This Option shall be exercisable only in the lesser of round
lots of One Hundred (100) shares or the total number of shares remaining
under this Grant.
3. Purchase Price. The purchase price per share shall be _____, being not
less than the fair market value of the common stock as of the Grant Date.
4. Rights as a Shareholder. The Director shall have no rights as a
shareholder with respect to any shares covered by this Option until the Director
has given written notice of exercise, has paid in full for such shares and taken
such other actions as may be required by the Committee in accordance with the
provisions of the Plan. No adjustment shall be made for dividends for which the
record date is prior to the date of issuance of such stock certificate.
HEALTHSTREAM, INC.
______________________
______________________
The undersigned:
(a) Acknowledges receipt of the foregoing Option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this Option and the Plan; and
(b) Acknowledges that as of the date of grant of this Option, it sets
forth the entire understanding between the undersigned Director and the Company
and its Affiliates regarding the acquisition of stock in the Company pursuant to
this grant and supersedes all prior oral and written agreements on that subject.
______________________
OPTIONEE
