EXHIBIT 4.2
XXXXXXX MEDICAL MANAGEMENT HOLDINGS CORPORATION
1996 STOCK INCENTIVE PLAN
EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the 21st day of November,
1996, between XXXXXXX MEDICAL MANAGEMENT HOLDINGS CORPORATION,
a Delaware corporation (the "Corporation"), and ______________
(the "Employee").
W I T N E S S E T H
WHEREAS, the Corporation maintains the Xxxxxxx Medical
Management Holdings Corporation 1996 Stock Incentive Plan (the
"Plan"); and
WHEREAS, pursuant to the Plan, the Corporation has
granted to the Employee effective as of the 17th day of
September, 1996 (the "Award Date") an option to purchase all
or any part of __________ authorized but unissued or treasury
shares of Common Stock, par value $.01 per share, of the
Corporation upon the terms and conditions set forth herein
and in the Plan;
NOW, THEREFORE, in consideration of the mutual
promises and covenants made herein and the mutual benefits
to be derived herefrom, the parties agree as follows:
1. DEFINED TERMS. Capitalized terms used herein
and not otherwise defined herein shall have the meaning
assigned to such terms in the Plan.
2. GRANT OF OPTION. This Agreement evidences
the Corporation's grant to the Employee of the right and
option to purchase, on the terms and conditions set forth
herein and in the Plan, all or any part of an aggregate of
_____ shares of the Common Stock at the price of $29.17
per share (the "Option"), exercisable from time to time,
subject to the provisions of this Agreement and the Plan,
prior to the close of business on the day before the tenth
anniversary of the Award Date (the "Expiration Date").
Such price equals the Fair Market Value of a share of the
Corporation's Common Stock as of the Award Date. It is
the intent of the Corporation that this Option constitute
a nonqualified stock option and such option shall not be
deemed an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
3. CONTINUANCE OF EMPLOYMENT. As a condition
of this Option, the Employee hereby agrees to remain in
the employ of the Corporation or one of its Subsidiaries
for a period of one year after the Award Date. Nothing
contained herein or in the Plan shall confer upon the
Employee any right with respect to the continuation of
employment by the Corporation or any Subsidiary or
interfere in any way with the right of the Corporation
or of any Subsidiary at any time to terminate such
employment or to increase or decrease the compensation
of the Employee from the rate in existence at any time.
4. EXERCISABILITY OF OPTION. Except as
earlier permitted by or pursuant to the Plan or by
resolution of the Committee adopted AFTER the date
hereof, no shares may be purchased by exercise of the
Option until the expiration of twelve months after
the Award Date. The Option will become exercisable
(i) at the rate of 20% on the later of the first
anniversary of the Award Date or the date of commencement
of trading of the Common Stock on a national securities
exchange or quotation system and (ii) at the rate of
10% per annum commencing on the second anniversary of
the Award Date and each of the next three anniversaries
thereof. Should the Employee die or suffer a Total
Disability while employed by the Corporation or any
Subsidiary, the Option will become fully exercisable
on the later of (i) such date of death or Total
Disability, or (ii) the date of commencement of
trading of the Common Stock on a national securities
exchange or quotation system.
To the extent the Employee does not in any
year purchase all or any part of the shares to which
the Employee is entitled, the Employee has the right
cumulatively thereafter to purchase any shares not
so purchased and such right shall continue until the
Option terminates or expires. Fractional share
interests shall be disregarded, but may be cumulated.
No fewer than 100 shares may be purchased at any one
time, unless the number purchased is the total number
at the time available for purchase under the Option.
5. METHOD OF EXERCISE OF OPTION. The
Option shall be exercisable by the delivery to the
Corporation of a written notice stating the number
of shares to be purchased pursuant to the Option
and accompanied by payment made in accordance with
and in a form permitted in Section 2.2 of the Plan
for the full purchase price of the shares to be
purchased, subject to such further limitations and
rules or procedures as the Committee may from time
to time establish as to any non-cash payment and as
to the tax withholding requirements of Section 6.5
of the Plan. Shares delivered in payment of the
exercise price must have been owned by Employee
for at least six months prior to the exercise. In
addition, the Employee (or the Employee's Beneficiary
or Personal Representative) shall furnish any written
statements required pursuant to Section 6.4 of the Plan.
6. EFFECT OF TERMINATION OF EMPLOYMENT OR
DEATH; CHANGE IN SUBSIDIARY STATUS. The Option and
all other rights hereunder, to the extent not
exercised, shall terminate and become null and void
at such time as the Employee ceases to be employed by
either the Corporation or any Subsidiary, except that
(a) if the Employee terminates (i) by
reason deemed by the Committee, in its discretion,
to be for the convenience of the Corporation, or
(ii) under a retirement plan of the Company or any
Subsidiary after attainment of normal retirement
age as provided for in such retirement plan, or
retirement at an earlier age with the consent of
the Committee, in its discretion, the Employee may
at any time within a period of 90 days after such
termination exercise the Option to the extent the
Option was exercisable at the date of such termination;
(b) if the Employee terminates by reason
of death or Total Disability, or if the Employee
dies or suffers a Total Disability within 90 days
after a termination described in subsection (a),
then the Option may be exercised within a period
of two years after such date of death or Total
Disability (or, if earlier, the Employee's termination
from employment), to the extent that the Option
was exercisable on such date (or, if such death or
Total Disability occurred while the Employee was
employed by the Corporation or any Subsidiary, to
the extent the Option will become exercisable
pursuant to Section 4 hereof);
provided, however, that in no event may the Option be
exercised by anyone under this Section or otherwise
after the Expiration Date. If Employee is employed by
an entity which ceases to be a Subsidiary, such event
shall be deemed for purposes of this Section 6 to be
a termination of employment described in subsection (a)
in respect of Employee. Absence from work caused by
military service or authorized sick leave shall not be
considered as a termination of employment for purposes
of this Section.
7. TERMINATION OF OPTION UNDER CERTAIN EVENTS.
As permitted by Section 6.2 of the Plan, the Committee
retains the right to terminate the Option to the extent not
previously exercised upon an event or transaction which the
Corporation does not survive.
8. NON-TRANSFERABILITY OF OPTION. The Option
and any other rights of the Employee under this Agreement
or the Plan are nontransferable as provided in Section 1.8
of the Plan.
9. NOTICES. Any notice to be given under the
terns of this Agreement shall be in writing and addressed
to the Corporation at its principal office located at
0000 Xxxxxx Xxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, to the
attention of the Corporate Secretary and to the Employee
at the address given beneath the Employee's signature
hereto, or at such other address as either party may
hereafter designate in writing to the other.
10. PLAN. The Option and all rights of
Employee thereunder are subject to, and the Employee
agrees to be bound by, all of the terms and conditions
of Articles 1, 2, 6 and 8 of the Plan, incorporated
herein by this reference, to the extent such provisions
are applicable to options granted to Eligible Persons.
The Employee acknowledges receipt of a copy of the Plan,
which is made a part hereof by this reference, and agrees
to be bound by the terms thereof. Unless otherwise
expressly provided in other Sections of this Agreement,
provisions of the Plan that confer discretionary
authority on the Committee do not (and shall not be
deemed to) create any rights in the Employee unless
such rights are expressly set forth herein or are
otherwise in the sole discretion of the Committee so
conferred by appropriate action of the Committee under
the Plan after the date hereof.
11. GRANT CONDITIONAL UPON LISTING OF SHARES.
Notwithstanding anything else contained herein to the
contrary, this Option is expressly conditioned upon the
commencement of trading of the shares of the Corporation's
Common Stock on a national securities exchange or quotation
system. In the event that the Corporation's Common Stock
does not commence trading on a national securities exchange
or quotation system within twelve (12) months from the Award
Date, this Option shall be null and void.
IN WITNESS WHEREOF, the Corporation has caused
this Agreement to be executed on its behalf by a duly
authorized officer and the Employee has hereunto set his
or her hand.
XXXXXXX MEDICAL MANAGEMENT
HOLDINGS CORPORATION
(a Delaware corporation)
By:
Title: President and Chief
Executive Officer
EMPLOYEE
(Signature)
(Print Name)
(Address)
(City, State, Zip Code)