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EXHIBIT 10.2
Optionee: ___________________
Option Shares: ______
(number of shares of
Common Stock)
Purchase Price
per share: $___
Date of Option Grant: _____ __, 1997
First Anniversary
Date: _____ __, 1998
Expiration Date: _____ __, 2004
INFOCURE CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
("OPTION AGREEMENT")
SECTION I
GRANT
INFOCURE 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 InfoCure Corporation 1997 Stock Option Plan, as amended from time to time
("Plan"). The Plan is subject to the approval of the shareholders. The failure
of the shareholders to approve the Plan shall render this option null and void.
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.
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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. 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 of the Optionee 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 total 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 Commencing on the (4th) anniversary
Option Shares of the grant of the Option
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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.
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.
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. Any attempted assignment, transfer, pledge, hypothecation, or
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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 InfoCure 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 than
Optionee,
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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.
INFOCURE CORPORATION
By:
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Name:
----------------------------
Title:
----------------------------
OPTIONEE ACKNOWLEDGMENT
I have read the above Incentive Stock Option Agreement and the InfoCure
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,
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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 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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