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EXHIBIT 10.20
Optionee: ______________
Option Shares: ______
(number of shares of
Common Stock)
Purchase Price
per share: $___
Date of Option Grant: _____ __, 1996
First Anniversary
Date: _____ __, 1997
Expiration Date: _____ __, 2003
AMERICAN MEDCARE CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
("OPTION AGREEMENT")
SECTION I
GRANT
AMERICAN MEDCARE CORPORATION ("Corporation") hereby grants to the
optionee set forth above ("Optionee") an incentive stock option ("Option")
within the meaning of Section 422 of the Internal Revenue Code to purchase the
number of shares of common stock $.001 par value, of the Corporation set forth
above (collectively "Option Shares") on the terms and conditions herein set
forth and the provisions of the American Medcare Corporation 1996 Stock Option
Plan, as amended from time to time ("Plan"). The purchase price of each such
Option Share shall be the Purchase Price set forth above. The Option shall
expire on the Expiration Date set forth above, unless sooner terminated as
provided in Section III or Section X of this Option Agreement or Paragraphs V
and VI of the Plan. To the extent the Option does not qualify as an incentive
stock option it shall be treated as options which are not incentive stock
options.
Each term used herein shall have the same meaning as provided in the
Plan unless herein otherwise provided. The Option is granted pursuant to the
Plan.
SECTION II
EXERCISE OF THE OPTION
The Option granted hereunder may be exercised at any time and from
time to time during the period commencing from the date the Option was granted
until the date the Option expires provided and to the extent that this Option
has vested and is exercisable as provided hereinafter and in the Plan.
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To the extent any Option Shares do not vest prior to the termination of the
Option for any reason, such Option Shares may not be acquired hereunder.
SECTION III
EARLY TERMINATION OF OPTION
The provisions of Sections I and II of this Option Agreement
notwithstanding, this Option may not be exercised in whole or in part after the
earlier of (i) termination for cause as defined in the employment agreement
("Employment Agreement") between the Corporation and Optionee of event date;
(ii) termination of employment by Optionee for any reason; (iii) three (3)
months following the date of the termination of employment of the Optionee by
the Corporation, any Subsidiary or Parent for any reason, other than for cause,
total disability (as defined in the Employment Agreement) or death of the
Optionee while an employee of the Corporation or any Subsidiary or Parent, and
(iv) twelve (12) months following the date of termination of employment of the
Optionee with the Corporation, any Subsidiary or Parent, in the event the
termination of employment is due to death or to such disability of the
Optionee.
SECTION IV
VESTING OF OPTION
The Option hereby granted shall vest only during the Optionee's
continuous employment with the Corporation and/or any Parent and/or any
Subsidiary, and shall be exercisable only upon and after such vesting and prior
to its termination, by Optionee in accordance with the following schedule:
25% of the Option Shares Commencing on the first (1st) anniversary of
the grant of the Option
Additional 25% of the Commencing on the second (2nd)
Option Shares anniversary of the grant of the Option
Additional 25% of the Commencing on the third (3rd)
Option Shares anniversary of the grant of the Option
Additional 25% of the Option Shares Commencing on the fourth (4th)
anniversary of the grant of the Option
Notwithstanding the foregoing provisions of this Section IV, in the
event of a Change in Control (as hereinafter defined) during the Optionee's
employment with the Corporation and/or any Parent and/or any Subsidiary, the
Option hereby granted shall vest with respect to all of the Option Shares
immediately prior to such Change in Control.
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The term "Change in Control" shall mean:
(i) The acquisition (other than from the Corporation) by any
person, entity or "group" within the meaning of Sections 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934 ("34 Act") (excluding,
for this purpose, the Corporation, its Parent or its Subsidiaries, or
any employee benefit plan of the Corporation, its Parent or its
Subsidiaries) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the 34 Act) of more than 50% of either the
then outstanding shares of common stock of the Corporation or of the
combined voting power of the Corporation's then outstanding voting
securities entitled to vote generally in the election of directors; or
(ii) Individuals who, as of the date hereof, constitute the
board of directors of the Corporation ("Incumbent Board") cease for
any reason to constitute at least a majority of the board of
directors, provided that any individual becoming a director subsequent
to the date hereof whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual is a member of the Incumbent
Board; or
(iii) Approval by the shareholders of the Corporation of a
merger, consolidation or other reorganization in each case, with
respect to which persons who were the shareholders of the Corporation
and optionees immediately prior to such merger, consolidation or other
reorganization, immediately thereafter, do not own more than 50% of
the combined voting power entitled to vote generally in the election
of directors of the merged, consolidated or reorganized corporation's
then outstanding voting securities, or of the sale of all or
substantially all of the assets of the Corporation; provided, however,
in such event the Change in Control will be deemed to have occurred
immediately prior to the merger, consolidation or other
reorganization.
The term "Change in Control" shall not include any change in the Board
of Directors of the Corporation as provided in subparagraph (ii) above or any
change in ownership as provided in subparagraph (iii) above resulting from or
arising out of the merger of the Corporation and InfoCure Corporation
SECTION V
TRANSFER
The Option may not be transferred except by will or the laws of
descent and distribution and may be exercised only by Optionee during the
lifetime of the Optionee. More particularly, but without limiting the
generality of the foregoing, the Option may not be assigned, transferred
(except as permitted in Section VI), pledged or hypothecated in any way
(whether by operation of law or otherwise). The Option shall not be subject to
execution, attachment or similar process.
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Any attempted assignment, transfer, pledge, hypothecation, or other disposition
of the Option contrary to the provisions hereof, and the levy of any attachment
or similar process on the Option, shall be null and void and without effect.
SECTION VI
DEATH OF OPTIONEE
In the event of Optionee's death, the Option may be exercised by the
legal representatives of the estate of Optionee or by the person or persons to
whom Optionee's rights under the Option shall have passed by will or by the
laws of descent and distribution.
SECTION VII
TOTAL OR PARTIAL EXERCISE
The portion of the Option which has vested and is exercisable may be
exercised either at one time as to the total number of such Option Shares or
may be exercised from time to time as to any portion thereof prior to the
termination of the Option.
SECTION VIII
NOTICE OF EXERCISE; ISSUANCE OF CERTIFICATES
Subject to the terms and conditions of the Option, the vested portions
of the Option may be exercised by written notice to the Corporation, at its
principal office at American Medcare Corporation, at
_________________________________________________, or such other place
designated in writing by the Corporation from time to time to the Optionee.
Such notice shall state the election to exercise the Option and the number of
Option Shares in respect of which it is being exercised, and shall be signed by
the person so exercising the Option. Such notice shall be accompanied by a
certified or bank cashier's check payable to the order of the Corporation or
other consideration approved by the Board of Directors for the full purchase
price of the Option Shares in respect of which the Option is being exercised.
If permitted in advance by the Board of Directors, the purchase price may be
paid in whole or in part by assigning to the Corporation a number of shares of
the common stock of the Corporation having a fair market value, determined as
of the date the Option is exercised, equal to the amount of the purchase price
for the Option Shares being acquired upon the exercise of the Option. In such
event, the Board of Directors may, in its sole discretion, require certain
representations and other conditions precedent to the acceptance of the shares
from the Optionee. The certificate or certificates representing the Option
Shares shall be issued and delivered by the Corporation as soon as practicable
after receipt of the notice and payment. Such certificate or certificates
shall be registered in the name of the person so exercising the Option and, if
the Option shall be exercised by Optionee and the Optionee shall so request in
the notice exercising the Option, such certificate or certificates shall be
registered in the name of Optionee and another person jointly, with right of
survivorship, and shall be delivered to or on the written order of the person
or persons exercising the Option. In the event the Option is being exercised
pursuant to Section VI hereof, by any person or persons other
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than Optionee, the notice shall be accompanied by appropriate proof of the
right of such person or persons to exercise the Option.
SECTION IX
ISSUANCE AND TRANSFER OF SHARES
Subject to the provisions of Paragraph VI of the Plan, in the event
the issuance or transfer of Option Shares may, in the opinion of counsel to the
Corporation, conflict or be inconsistent with any applicable law or regulation
of any governmental agency having jurisdiction, the Corporation reserves the
right to refuse or to delay the issuance or transfer of such Option Shares.
SECTION X
ADJUSTMENT, MODIFICATIONS OR TERMINATION
UPON RECAPITALIZATION
In the event of a merger, consolidation, reorganization,
recapitalization, reclassification of stock, stock dividend, split-up, reverse
split or other change in the corporate structure or capitalization of the
Corporation affecting the Corporation's common stock as presently constituted
or the liquidation or dissolution of the Corporation, the Option shall be
adjusted, modified or terminated as provided in or pursuant to the provisions
of Paragraph V of the Plan.
SECTION XI
GOVERNING LAW
This option grant shall be governed by the laws of the State of
Georgia.
AMERICAN MEDCARE CORPORATION
By:
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Name:
----------------------------
Title:
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OPTIONEE ACKNOWLEDGMENT
I have read the above Incentive Stock Option Agreement and the
American Medcare Corporation 1996 Stock Option Plan ("Plan") and hereby accept
the above Option to purchase shares of the common stock of the Corporation in
accordance with and subject to the terms and conditions of the Incentive Stock
Option Agreement and the Plan with which I am familiar and I agree to be bound
thereby. I further understand that (i) any rule, regulation and determination,
including interpretation by the Board of Directors or Committee regarding the
Plan, the Options granted thereunder and the exercise thereof shall be final,
conclusive and binding for all purposes and on all persons including the
Corporation and myself; and (ii) the grant of the Option to me shall not affect
in any way the Corporation and/or its Subsidiary and/or Parent's right to
terminate
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my employment for any reason or constitute an agreement by me to remain in the
employ of the Corporation or the Subsidiary or its Parent for any specified
term.
OPTIONEE -
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Acceptance Date: As of the Date of Grant
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