Exhibit 4.1
OPTION AGREEMENT
THIS OPTION AGREEMENT (this "Agreement"), dated as of October
12, 1994, is between Micro Healthsystems, Inc., a Delaware corporation (the
"Corporation"), and Xxxxxx X. Xxxx (the "Holder").
RECITALS
A. The Corporation has offered to employ the Holder as its
Chairman and Chief Executive Officer.
B. The Holder desires to accept such employment provided the
Corporation grants the Holder an equity incentive with respect to the
Corporation.
C. The Corporation believes that it is in the Corporation's
best interest to provide an equity incentive in the form of an option to
purchase shares of Common Stock of the Corporation to the Holder in order to
induce the Holder to accept employment with the Corporation.
D. The Corporation desires to grant certain options to
purchase shares of Common Stock to the Holder, upon the terms and subject to the
conditions contained herein.
AGREEMENTS
In consideration of the foregoing recitals and the mutual
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Definitions. In addition to the terms defined elsewhere in this
Agreement, as used in this Agreement:
"Business Day" means a day on which banks are generally open
for business in New York.
"Cause" has the meaning ascribed to such term in the
Employment Agreement: provided, however, that if the Employment Agreement is
terminated at any time, then after such time "Cause" shall have the meaning
ascribed to it in the Employment Agreement immediately prior to such
termination.
"Closing Price" of any security means, as of any date, the
average of the closing prices of such security's sales on such date on all
securities exchanges on which such security may at the time be listed, or, if
there has been no sale on any such exchange on such date, the average of the
highest bid and lowest asked prices on all such exchanges at the end of such
date, or, if on such date such security is not so listed, the average of the
representative bid and asked prices quoted in the NASDAQ System as of 4:00 p.m.,
New York time on such date, or, if on such date such security is not quoted in
the NASDAQ System, the average of the highest bid and lowest asked prices on
such date in the domestic over-the-counter market as reported by the National
Quotation Bureau, Incorporated, or any similar successor organization.
"Common Stock" means the Common Stock of the Corporation, par
value $.01 per share.
"Dilution Factor" means, with respect to any issuance of
Common Stock, or options, warrants or other securities exercisable for, or
convertible into, Common Stock, except for Exempt Issuances, a fraction, the
numerator of which is the number of shares of Common Stock outstanding prior to
such issuance plus the number of shares of Common Stock issued by the
Corporation on the date of such issuance plus the number of shares of Common
Stock issuable upon exercise or conversion of options, warrants or other
securities issued by the Corporation on the date of such issuance, and the
denominator of which is the number of shares of Common Stock outstanding prior
to such issuance.
"Disability" has the meaning ascribed to such term in the
Employment Agreement; provided, however, that if the Employment Agreement is
terminated at any time, then after such time "Disability" shall have the meaning
ascribed to it in the Employment Agreement immediately prior to such
termination.
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"Employment Agreement" means that certain Employment
Agreement, dated as of October 12, 1994, between the Corporation and the Holder.
"Exempt Issuances" means (a) issuances of Common Stock, or
options, warrants or other securities exercisable for or convertible into Common
Stock, in connection with, or intended primarily to fiance, an acquisition by
the Corporation of a business from another Person, (b) issuances of Common
Stock, or options, warrants or other securities exercisable for or convertible
into Common Stock, to officers and directors of the Corporation primarily for
compensatory, rather than capital raising, purposes, (c) issuances of Common
Stock, or options, warrants or other securities exercisable for or convertible
into Common Stock, intended to finance repurchases of Common Stock by the
Corporation, (d) issuances of Common Stock in connection with stock splits or
stock dividends, (e) issuances of Common Stock upon the exercise of options and
warrants which are outstanding on the date hereof, and (f) issuances of common
Stock upon the exercise or conversion of options, warrants and other securities
which were issued in Exempt Issuances; provided, however, that in order to
constitute an Exempt Issuance in each case set forth above (other than (d), (e)
and (f) the Corporation must certify to the Holder in writing prior to such
issuance that such issuance constitutes, and will continue to constitute, an
Exempt Issuance.
"Exercise Price" means the Primary Option Exercise Price or
the applicable Secondary Option Exercise Price, as the case may be.
"Good Reason" has the meaning ascribed to such term in the
Employment Agreement; provided, however, that if the Employment Agreement is
terminated at any time, then after such time "Good Reason" shall have the
meaning ascribed to it in the Employment Agreement immediately prior to such
termination.
"Number of Exercisable Option Shares" means, as of any date,
the sum of (x) the number of Option Shares for which the Options were
exercisable immediately prior to such date and (y) the number of Purchased
Option Shares as of such date.
"Number of Option Shares" means, at any time, the sum of the
Number of Primary Option Shares and the Number of Secondary Option Shares.
"Number of Primary Option Shares" means 1,000,000 shares of
Common Stock, subject to adjustment pursuant to Section 2.5 hereof.
"Number of Secondary Option Shares" means the aggregate Number
of Secondary Option Shares determined in accordance with Section 2.1(b), and
subject to adjustment pursuant to Section 2.5 hereof.
"Option Shares" means the Primary Option Shares and the
Secondary Option Shares.
"Options" means the Primary Option and the Secondary Option.
"Option Termination Time" means 5:00 p.m. (Eastern time) on
the tenth anniversary of the date of this Agreement.
"Permitted Transferee" means a Person who is either (i) the
personal representative of the Holder upon such Holder's death for purposes of
administration of the Holder's estate or (ii) a Person receiving a transfer of
the Holder's assets upon the Holder's death by will or pursuant to the laws of
descent and distribution. Upon the transfer of the Options, a Permitted
Transferee shall be deemed to be the Holder for purposes of this Agreement.
"Person" means a natural person, a partnership, a corporation,
a limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization or other entity or a governmental
entity or any department, agency or political subdivision thereof.
"Primary Option" means the option to purchase a number of
shares of Common Stock equal to the Number of Primary Option Shares for the
price per share of Common Stock equal to the Primary Option Exercise Price in
effect at the time of any exercise of such option, subject in all respects to
the terms and conditions of this Agreement, the grant to the Holder of which is
made by this Agreement.
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"Primary Option Exercise Price" means $3.50 per share of
Common Stock, subject to adjustment pursuant to Section 2.5 hereof.
"Primary Option Shares" means shares of Common Stock which
have been or may be purchased by the Holder pursuant to the exercise of the
Primary Options, whether or not the Primary Option is then exercisable for such
shares.
"Purchased Option Shares" means Option Shares that have been
purchased by the Holder or a Permitted Transferee.
"Registration Agreement" means that certain Registration
Rights Agreement between the Corporation and the Holder entered into pursuant to
the Employment Agreement.
"Secondary Option" means the option to purchase a number of
shares of Common Stock equal to the Number of Secondary Option Shares for the
price per share equal to the applicable Secondary Option Exercise Price in
effect at the time of any exercise of such option, subject in all respects to
the terms and conditions of this Agreement, the grant to the Holder of which is
made by this Agreement.
"Secondary Option Exercise Price" means, with respect to the
portion of the Secondary Option attributable to a specific increase in the
Number of Secondary Option Shares pursuant to Section 2.1(b)(i), the Closing
Price of the Common Stock on the date of such increase. The applicable secondary
Option Exercise Price shall be subject to adjustment pursuant to Section 2.5
hereof.
"Secondary Option Shares" means shares of Common Stock which
have been or may be purchased by the Holder pursuant to the exercise of the
Secondary Option, whether or not the Secondary Option is then exercisable for
such shares.
"Underlying Option Shares" means, at any time, (i) any shares
of Common Stock then outstanding that were issued upon exercise of the Options,
(ii) any shares of Common Stock issuable upon exercise of the Options, whether
or not the Options are then exercisable, (iii) any shares of Common Stock then
outstanding that were issued as, or were issued directly or indirectly upon the
conversion or exercise of other securities issued as, a dividend or other
distribution with respect to or in replacement of other Underlying Option
Shares, and (iv) any shares of Common Stock then issuable directly or indirectly
upon the conversion or exercise of other securities that were issued as a
dividend or other distribution with respect to or in replacement of other
Underlying Option Shares.
2. Terms of Option.
2.1 Grant of the Option: Determination of Number of Secondary Option
Shares. (a) Upon the terms and conditions set forth herein, the Corporation
hereby grants to the Holder the Primary Option and the Secondary Option.
(b)(i) The Number of Secondary Option Shares shall initially
be zero and shall be increased from time to time pursuant to this
paragraph (b)(i). If the Corporation issues shares of Common Stock, or
options, warrants or other securities exercisable for, or convertible
into, Common Stock, except for Exempt Issuances, at any time or from
time to time prior to the third anniversary of the date hereof, then on
the date of such issuance the Number of Secondary Option Shares shall
be increased by a number equal to the difference between (a) the
product of (i) the number of Underlying Option Shares prior to such
issuance times (2) the Dilution Factor and (b) the number of Underlying
Option Shares prior to such issuance.
(ii) The Secondary Option shall become exercisable for Option
Shares in accordance with Section 2.3: provided that the Secondary
Option will only become exercisable on or after the day on which the
Primary Option becomes exercisable for all Primary Option Shares.
2.2 Procedures for Exercise. Subject in all respects to the Options
becoming exercisable pursuant to Section 2.3 of this Agreement, the Holder or a
Permitted Transferee may exercise the Options in whole or in part at any time or
from time to time prior to the Option Termination Time (or earlier termination
pursuant to Section 2.6 of this Agreement) by delivering written notice to the
Corporation substantially in the form attached hereto as Exhibit A, together
with payment
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in a manner set forth below of the aggregate Exercise Price for the Option
Shares with respect to which the Holder or a Permitted Transferee is exercising
the Options. The aggregate Exercise Price for the Options Shares with respect to
which the Holder or a Permitted Transferee is exercising the Options may be
paid:
(a) by cash or a check payable to the order of the
Corporation.
(b) in the manner provided in (a), (c) or (d) with respect to
$.01 per share and by delivery to the Corporation of a promissory note
of the Holder or Permitted Transferee in a principal amount equal to
the balance of such aggregate Exercise Price with respect to such
balance, which note will bear interest at the applicable Federal rate
determined from time to time by the Internal Revenue Service under
Section 1274 of the Internal Revenue Code of 1986, as amended, and the
principal amount of, and accrued interest on, such note shall be due on
the third anniversary of the date of exercise.
(c) by cancellation of shares of Common Stock, other than
shares subject to surrender pursuant to Section 5.1 of the Employment
Agreement owned by the Holder or Permitted Transferee at the time of
such exercise having a fair market value (determined based on the
Closing Price of the Common Stock on the date of exercise) equal to the
aggregate Exercise Price for such Option Shares, or
(d) by cancellation of the exercisable portion of the Options,
or a portion thereof, having a fair market value (determined based on
the difference between the Closing Price of the Common Stock on the
date of exercise and the Exercise Price) equal to the aggregate
Exercise Price for such Option Shares.
As promptly as practicable after receiving the written notice and the payment of
the aggregate Exercise Price, the Corporation will deliver to the Holder or
Permitted Transferee, as the case may be, certificates for the Option Shares
with respect to which such Holder or Permitted Transferee has exercised the
Option, issued in the name of the Holder or Permitted Transferee, as the case
may be. For all purposes, the Holder or Permitted Transferee, as the case may
be, will be deemed to have exercised the Options and to have purchased and
become the holder of the Option Shares as of the date the Corporation receives
written notice and payment of the aggregate Exercise Price from the Holder or
Permitted Transferee, as the case may be, as provided in this Section 2.2.
2.3 Vesting of the Options.
(a) Employment-Based Vesting. (i) If (A) the Number of
Exercisable Option Shares prior to the first anniversary of the date
hereof is less than 400,000 and (B) the Holder is (or pursuant to
Section 2.6 is deemed to be) an employee of the Corporation on such
anniversary, then on the first anniversary of the date hereof the
Options shall become exercisable for an additional number of Option
Shares equal to the difference between (1) 400,000 and (2) the Number
of exercisable Option Shares immediately prior to such anniversary.
(ii) If (A) the Number of exercisable Option Shares
prior to the eighth anniversary of the date hereof is less
than the Number of Option Shares and (B) the Holder is (or
pursuant to Section 2.6 is deemed to be) an employee of the
Corporation on such anniversary, then on the eighth
anniversary of the date hereof the Options shall become
exercisable for an additional number of Option Shares equal to
the difference between (x) the Number of Option Shares and (y)
the Number of Exercisable Option Shares prior to such
anniversary.
(b) Change of Control Vesting. (i) If (A) the Number of
Exercisable Option Shares prior to the occurrence of a Change of
Control (as hereinafter defined) is less than the Number of Option
Shares and (B) the Holder is (or pursuant to Section 2.6 is deemed to
be) an employee of the Corporation on the date on which such Change of
Control occurs, then upon the occurrence of such Change of control the
Options shall become exercisable for an additional number of Option
Shares equal to the difference between (x) the Number of Option Shares
and (y) the Number of Exercisable Option Shares prior to such Change in
Control. For purposes of this Agreement, a "Change of Control" shall be
deemed to have occurred if any time after the date hereof:
(A) the Corporation sells or otherwise disposes of
all or substantially all of its assets;
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(B) the Corporation participates in a merge or
consolidation and immediately following the consummation of
such merger or consolidation, the Corporation's stockholders
prior to such merger or consolidation do not own 50% or more
of the voting shares of stock of the surviving or successor
corporation; or
(C) any person or entity, including a "person" as
such term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, but excluding current
officers or directors of the Corporation, becomes the
beneficial owner of 50% or more of the combined voting power
of the Corporation's voting securities.
(ii) If (A) the Number of Secondary Option Shares
increases at any time or from time to time on or after the
date on which a Change of Control occurs and (B) the Holder is
(or pursuant to Section 2.6 is deemed to be) an employee of
the Corporation on the date of such increase, then on the date
of such increase the Options shall become exercisable for an
additional number of Option Shares equal to the number by
which the Number of Secondary Option Shares increased pursuant
to Section 2.1(b)(i) hereof.
(c) Stock Price Vesting. (i) If on any date after the
date hereof (A) the closing Price of the Common Stock has been
at least $5.00 on at least 30 of the 40 Business Days during
the period ending on such date and commencing on the date
which is 39 Business Days prior to such date if such date is a
Business Day (or 40 Business Days prior to such date if such
date is not a Business Day), (B) the Number of Exercisable
Option Shares on such date is less than the Number of Option
Shares and (C) the Holder is (or pursuant to Section 2.6 is
deemed to be) an employee of the Corporation on such date,
then on such date the Options shall become exercisable for an
additional number of Option Shares equal to the difference
between (x) the Number of Option Shares and (y) the Number of
Exercisable Option Shares prior to such date.
(ii) If the Number of Secondary Option Shares
increases at any time or from time to time after the Options
had become exercisable for a number of Option Shares equal to
the Number of Option Shares prior to such increase and (b) the
Holder is (or pursuant to Section 2.6 is deemed to be) an
employee of the Corporation on the date of such increase, then
on the date of such increase the Options shall become
exercisable for an additional number of Option Shares equal to
the number by which the Number of Secondary Option Shares
increased pursuant to Section 2.1(b)(i) hereof.
(d) Exercise after Vesting. After the Options have
become exercisable for any number of Option Shares, the
Options may be exercised for up to the aggregate number of
Option Shares for which the Options have become exercisable at
any time or from time to time thereafter in accordance with
the provisions of Section 2.1 (but prior to the termination of
the Options in accordance with this Agreement). Under no
circumstances will a decrease in the Closing Price of the
Common Stock affect the exercisability of the Options to the
extent that they have already become exercisable or reduce the
number of Option Shares for which the Options are exercisable.
2.4 Fractional Shares. Fractional shares will not be issued upon the
exercise of the Options, but in any case where the Holder would, except for the
provisions of this Section 2.4, be entitled under the terms of this Agreement to
receive a fractional share upon the complete exercise of the Options, the
Corporation will, upon the exercise of the Options for the largest number of
whole shares, then called for, pay a sum in cash equal to the excess of the
value of such fractional share (determined based on the Closing Price of the
Common Stock as of the date of exercise) over the proportional part of the
applicable Exercise Price represented by such fractional share.
2.5 Antidilution Provisions. In the event of any stock dividend, stock
split, combination, or exchange of shares of Common Stock or any
recapitalization or change in capitalization affecting shares of Common Stock,
the number and kind of shares that are subject to the Options, the thresholds
for exercisability set forth herein and the applicable Exercise Price shall be
proportionately and appropriately adjusted.
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2.6 Termination of Option.
(a) In the event that (1) the Corporation terminates the
Holder's employment for Cause or (2) the Holder voluntarily terminates
his employment with the Corporation other than for Good Reason, at any
time while the Options are outstanding and unexercised in whole or in
part:
(i) the portion of the Options that is not
exercisable shall terminate as of such termination of
employment; and
(ii) the portion of the Options that is exercisable
shall continue to be exercisable in accordance with the terms
of this Agreement until the earlier of (A) the Option
Termination Time and (B) the first anniversary of such
termination of employment.
(b) In the event that (i) the Holder voluntarily terminates
his employment with the Corporation for Good Reason, (ii) the
Corporation terminates the Holder's employment other than for Cause,
(iii) the Holder's employment is terminated as a result of the Holder's
death or Disability, or (iv) the Holder's employment with the
Corporation, is terminated upon expiration of the Term (as defined in
the Employment Agreement) as a result of notice from the Corporation
(the date of such termination being referred to as the "Termination
Date"), then, solely for purposes of this Agreement, the Holder shall
be deemed to be an employee of the Corporation until the earlier of (x)
the Option Termination Time and (y) the first anniversary of the
Termination Date (the "Vesting Date") and the options may become
exercisable in accordance with the terms of Section 2.3 of this
Agreement at any time until and including the Vesting Date and the
Options may be exercised, to the extent they become exercisable, from
time to time at any time before the earlier of (i) the later of (A) one
year after the date on which the Options become exercisable and (B) the
first anniversary of the Termination Date and (2) the Option
Termination time.
(c) For purposes of this Agreement, the Holder shall be an
employee of the Corporation if he is an employee of either the
Corporation or any subsidiary of the Corporation.
2.7 Non-Transferable. The Holder will not transfer, sell, convey,
exchange, pledge or otherwise dispose of (herein referred to as "disposition" or
"to dispose of") the Options and the rights and privileges of the Holder under
this Agreement, except that in the event of the Holder's death or incompetency,
the Options may be transferred to a Permitted Transferee.
2.8 No Rights as a Stockholder. The Options do not confer upon the
Holder or any Permitted transferee any right to vote or consent or to receive
notice as a stockholder of the Corporation, as such, in respect of any matters
whatsoever, or any other rights or liabilities as a stockholder, prior to the
exercise of the Options as hereinbefore provided.
2.9 No Rights to Employment or Other Relationship. Nothing contained in
this Agreement shall confer upon the Holder any right with respect to employment
by or any relationship with the Corporation or interfere in any way with the
right of the Corporation at any time to terminate the employment of the Holder
or terminate any other relationship the Holder may have with the Corporation or
to increase or decrease any compensation paid by the Corporation to the Holder.
2.10 Capital Reorganization. If there shall be any consolidation or
merger to which the Corporation is a party, other than a consolidation or a
merger in which the Corporation is a continuing corporation and which does not
result in any reclassification of, or change (other than a subdivision or
combination of the Common Stock or a change in par value) in, outstanding shares
of Common Stock, or any sale or conveyance of the property of the corporation as
an entirety or substantially as an entirety (any such event being called a
"Capital Reorganization"), then, effective upon the effective date of such
Capital Reorganization, the Holder shall have the right to purchase upon
exercise of the Options, the kind and amount of shares of stock and other
securities and property (including cash) which the Holder would have owned or
have been entitled to receive after such Capital Reorganization if the Options
had been exercised immediately prior to such Capital Reorganization, assuming
the Options were exercisable for all of the Option Shares immediately prior to
such Capital Reorganization. As a condition to effecting any Capital
Reorganization, the Corporation or the successor or surviving corporation, as
the case may be, shall execute and deliver to the Holder an agreement as to the
Holder's rights in accordance with this Section 2.10, providing for rights as
nearly as equivalent as may be practicable to the rights provided for in this
Agreement. The provisions of this Section 2.10 shall similarly apply to
successive Capital Reorganizations.
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2.11 Protection of Purchase Rights. The Corporation shall not
participate in any reorganization, transfer of assets, consolidation, merger,
dissolution, issuance, sale, repurchase or redemption of securities or any other
voluntary action, for the purpose of avoiding or seeking to avoid the observance
or performance of any of the terms to be observed or performed by the
Corporation under this Agreement or the rights of the Holder under this
Agreement, but will at all times in good faith assist in the carrying out of all
the provisions of this Agreement and will take all actions that may be necessary
or appropriate in order to protect the rights of the Holder under this Agreement
against impairment.
2.12 Notices of Increases. Whenever the Number of Secondary Option
Shares increases, the Corporation will promptly prepare a certificate setting
forth, in reasonable detail, the calculation of such increase and the applicable
Secondary Option Exercise Price with respect to such increase and will cause
such certificate to be delivered to the Holder.
3. Covenants of the Corporation. The Corporation covenants and agrees as
follows: (a) that during the period within which the Options may be exercised,
the Corporation will at all times have authorized and in reserve a sufficient
number of shares of its Common Stock to provide for the exercise of the Option,
(b) the Option Shares, when issued, sold and delivered in accordance with the
terms of this Agreement, will be validly issued, fully paid, non-assessable, and
(c) the Corporation will pay all federal and state taxes (other than income
taxes) which may be payable in respect of the Options or any Common Stock or
certificates therefor upon its exercise pursuant to the provisions of this
Agreement.
4. Miscellaneous.
4.1 Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto, whether so expressed or
not.
4.2 Descriptive Headings: Rounding. The descriptive headings of this
Agreement are inserted for convenience of reference only and do not constitute a
part of this Agreement. All calculations under this Agreement shall be made to
the nearest cent or one-hundredth of a share, as the case may be.
4.3 Closing of Transfer Books. The right to exercise the Options will
not be suspended during any period while the stock transfer books of the
Corporation for the Common Stock may be closed. The Corporation will not be
required, however, to deliver certificates of the Common Stock upon such
exercise while such books are duly closed for any purpose, but the Corporation
may postpone the delivery of such certificates until the opening of such books,
and they will, in such case, be delivered forthwith upon the opening thereof, or
as soon as practicable thereafter.
4.4 Notices. Any notices desired, required or permitted to be given
hereunder will be delivered personally or mailed, certified mail, return receipt
requested, or delivered by overnight courier service, to the following
addresses, or such other address as any party hereto designates by written
notice to the Corporation, and will be deemed to have been given upon delivery,
if delivered personally, five business days after mailing, if mailed, or one
business day after the delivery to the overnight courier service, if delivered
by overnight courier service:
If to the Holder, to:
Xxxxxx X. Xxxx
0000 Xxxxx Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxxxx 00000
with a copy to:
Xxxxxxxx X. Xxxxxxxxx, Esq.
Xxxxxxx & Xxxxxx
Three First National Plaza
Suite 8800
Xxxxxxx, Xxxxxxxx 00000
If to the Corporation, to:
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Micro Healthsystems, Inc.
000 Xxxxx Xxxx Xxxxxx
Xxxx Xxxxxx, Xxx Xxxxxx 00000
Attention: President
with a copy to:
Xxxxxxx X. Xxxxxxxx, Esq.
Salon, Marrow & Xxxxxxx
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
4.5 Governing Law. The validity, meaning and effect of this Agreement
will be determined in accordance with the internal law of, and not the law of,
conflicts of the State of New Jersey.
4.6 Exhibits. All exhibits hereto are an integral part of this
Agreement.
4.7 Final Agreement. This Agreement, together with the Employment
Agreement and the Registration Agreement, constitutes the final agreement of the
parties concerning the matters referred to herein, and supersedes all prior
agreements and understandings with respect thereto.
4.8 No Attachment. Except as required by law, no right to receive
Option Shares under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to execution, attachment, levy, or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary, to
effect any such action shall be null, void and of no effect.
4.9 Execution in Counterparts. this Agreement may be executed in any
number of counterparts, each of which when so executed and delivered will be
deemed an original, and such counterparts together will constitute one
instrument.
This Option Agreement was executed as of the date first set forth
above.
MICRO HEALTHSYSTEMS, INC.
By: /s/ X. X. Xxxxxxxxx
-------------------------
Its: Chairman
-------------------------
HOLDER:
/s/ Xxxxxx X. Xxxx
-------------------------
Xxxxxx X. Xxxx
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EXHIBIT A
TO: MICRO HEALTHSYSTEMS, INC.
The undersigned, pursuant to the terms and conditions of the Option
Agreement dated , 1994, by and between Micro Healthsystems, Inc. and the
undersigned (the "Option Agreement"), hereby exercises the options granted
thereby to purchase the following number of shares of Common Stock pursuant to
such options at the corresponding price per share provided in the Option
Agreement and is hereby tendering full payment therefor in accordance with the
terms of the Option Agreement.
Number of Shares Aggregate
to be purchased: Exercise Price:
__________ ____________
Dated: _______________________ _______________________
Xxxxxx X. Xxxx
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