EXHIBIT 99.11
ADDENDUM
TO
STOCK ISSUANCE AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Issuance Agreement dated 2~ (the
"Issuance Agreement") by and between STAT Healthcare, Inc. (the "Corporation")
and 1~ ("Participant") evidencing the stock issuance on such date to Participant
under the terms of the Corporation's 1996 Stock Incetive Plan, and such
provisions shall be effective immediately. All capitalized terms in this
Addendum, to the extent not otherwise defined herein, shall have the meanings
assigned to such terms in the Issuance Agreement.
SPECIAL TAX ELECTIONS
1. STOCK WITHHOLDING. Participant is hereby granted the election to
have the Corporation withhold, as and when Participant vests in the Purchased
Shares, a portion of those Purchased Shares with an aggregate Fair Market Value
not to exceed one hundred percent (100%) of the applicable Federal, state and
local income and employment tax withholding liability (the "Taxes") incurred by
Participant in connection with the vesting of those Purchased Shares. Such
election shall only be exercisable in the event Participant does not otherwise
make an Internal Revenue Code Section 83(b) election to be taxed on the
Purchased Shares at the time of their initial issuance pursuant to the Issuance
Agreement.
Any such exercise of the election must be effected in accordance
with the following terms:
(i) The election must be made on or before the date the
liability for the Taxes is determined (the "Tax Determination Date").
(ii) The election shall be irrevocable.
(iii) The election shall be subject to the approval of the Plan
Administrator, and none of the Purchased Shares shall be withheld in
satisfaction of the Taxes, except to the extent the election is approved by the
Plan Administrator.
(iv) The Purchased Shares withheld pursuant to the election shall
be valued at Fair Market Value (as such term is defined in the Plan) on the Tax
Determination Date.
(v) In no event may the number of shares of Common Stock
requested to be withheld exceed in Fair Market Value the dollar amount of the
Taxes.
If the stock withholding election is made by Participant at a
time when Participant is an officer or director of the Corporation subject to
the short-swing profit restrictions of Section 16(b) of the Securities Exchange
Act of 1934, as amended, then the following limitations, in addition to the
preceding provisions, shall also be applicable:
(i) The election shall not become effective at any time prior to
the expiration of the six (6)-month period measured from the LATER of the issue
date of the Unvested Shares to which such election pertains or the Effective
Date of this Addendum indicated below, and no Purchased Shares shall be withheld
in connection with any Tax Determination Date which occurs before the expiration
of such six (6)-month period.
(ii) The stock withholding election must be made in
accordance with the following limitations:
A. Such election must be made at least six (6)
months before the Tax Determination Date, or
B. Such election must be exercised in the quarterly
"window" period in which or immediately prior to which the Tax
Determination Date occurs. Quarterly window periods shall begin on the
third (3rd) business day following the date of public release of each
quarterly or annual statement of the Corporation's sales and earnings and
end on the EARLIER of the twelfth (12th) business day following such
release date or the Tax Determination Date.
2. STOCK DELIVERY. Participant is hereby granted the election to
deliver vested shares of Common Stock previously acquired by Participant (other
than in connection with the share issuance or share vesting triggering the
Taxes) with an aggregate Fair Market Value not to exceed one hundred percent
(100%) of the Taxes incurred by Participant either at the time the Shares are
initially issued pursuant to the Issuance Agreement (in the event Participant
elects to be taxed on the Shares at such time in accordance with Internal
Revenue Code Section 83(b)) or at the time the Purchased Shares subsequently
vest.
Any such exercise of the election must be effected in accordance
with the following terms:
(i) The election must be made on or before the Tax
Determination Date.
(ii) The election shall be irrevocable.
2.
(iii) The election shall be subject to the approval of the
Plan Administrator, and none of the delivered shares shall be accepted in
satisfaction of the Taxes, except to the extent the election is approved
by the Plan Administrator.
(iv) The shares of Common Stock shall be valued at Fair
Market Value on the Tax Determination Date.
(v) In no event may the number of delivered shares exceed
in Fair Market Value the dollar amount of the Taxes on the Tax
Determination Date.
IN WITNESS WHEREOF, STAT Healthcare, Inc. has caused this Addendum
to be executed by its duly-authorized officer, and Participant has executed this
Addendum, all as of the Effective Date specified below.
STAT HEALTHCARE, INC.
By:
Title:
1~, PARTICIPANT
EFFECTIVE DATE:
3.
