Exhibit 10.12
THIS OPTION IS NOT, AND SHALL NOT BE TREATED AS AN INCENTIVE
STOCK OPTION, AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
HEALTHGATE DATA CORP.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is entered into by and between
HealthGate Data Corp., a Delaware corporation (the "Company"), and Xxxxx xx
Xxxxxx ("Optionee").
WITNESSETH:
WHEREAS, the Company has a Stock Option Plan pursuant to which stock
options may be granted (the "Stock Option Plan"); and
WHEREAS, the Company and Optionee desire to enter into this Agreement
concerning the grant by the Company of stock options to Optionee, pursuant to
the Stock Option Plan;
NOW, THEREFORE, in consideration of the covenants herein set forth,
the parties agree as follows:
1. SHARES: PRICE; VESTING; TERM. As of December 9, 1996 (the "Grant
Date"), the Company grants Optionee an option to purchase 150 shares of its
Common Stock, par value $0.01 per share (the "Option Shares"), at a price of
$231.00 per share (which price is at least equal to the fair market value of the
stock on the Grant Date, as determined in good faith by the Board of Directors).
Subject to earlier termination described herein, the Option
shall terminate entirely at the close of business on December 9, 2001.
2. VESTING. The options granted hereunder are contingent upon the
Optionee performing services for the Company as a consultant. Options for the
purchase of 50 shares shall vest upon each completion of 25 hours of consulting
services rendered by Optionee between the Grant Date and March 31, 1997.
Hours of Consulting Services Prior to 3/31/97 Options Vested
---------------------------------------------
0-24 0
25-49 50
50-74 100
75 or more 150
Upon vesting the options will be immediately exercisable.
3. EXERCISE. Optionee may exercise this Stock Option from time to time
as hereinabove provided, by delivery to the Company, as to each such exercise,
at its principal office of (a) written notice of exercise of this Stock Option,
stating the number of shares then being purchased hereunder; (b) a check or cash
in the amount of the full purchase price of such shares; (c) a check or cash in
the amount of federal, state and local withholding taxes, if any, required to be
withheld and paid by the Company as a result of such exercise; and (d) such
other documents or instruments as may be required by any then applicable federal
or state laws or regulations, or regulatory agencies pertaining to this Stock
Option, any exercise thereof and/or any offer, issue, sale or purchase of any
shares covered by this Stock Option. Not less than one share may be purchased at
one time. After the Company shall have received all of the foregoing, the
Company shall proceed with reasonable promptness to issue the shares so
purchased upon such exercise of the Stock Option; provided, however, that
Optionee or any person or persons entitled to exercise this Option under Section
5 hereof shall not be or be deemed to be the record or beneficial owner of any
such shares purchased upon any exercise of this Stock Option until and unless
the stock certificate or certificates evidencing such shares actually shall have
been issued. Except as provided in Sections 4 and 5 hereof, Optionee may
exercise this Stock Option only if, on the date of exercise, Optionee has been
continuously a consultant or a Director of the Company since the Grant Date.
4. TERMINATION OF SERVICES. Notwithstanding the provisions of Section
3 hereof, if Optionee shall cease to render services to the Company (whether as
a Director or consultant) for any reason other than Optionee's death, Optionee
may exercise this Stock Option (to the extent he or she was entitled to do so at
the termination of services) at any time and from time to time within three (3)
months after such termination, but in no event after the expiration of this
Stock Option; provided, however, that if the optionee's services terminate due
to the permanent and total disability of Optionee, Optionee may exercise this
Stock Option (to the extent Optionee was entitled to do so at the termination of
Optionee's services) only at any time and from time to time within twelve (12)
months after such termination, but in no event after the expiration of this
Stock Option. No provision of the Stock Option Plan or this Stock Option shall
confer any right to continue as a Director or consultant of the Company or
interfere in any way with the right of the Company to terminate services at any
time.
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5. DEATH OF OPTIONEE; NO ASSIGNMENT. This Stock Option shall not be
assignable or transferable except by will or by the laws of descent and
distribution and shall be exercisable during Optionee's lifetime only by
Optionee. If Optionee shall die while serving as a director or consultant to the
Company, Optionee's personal representative or the person entitled to succeed to
his or her rights hereunder shall have the right, at any time and from time to
time within three (3) months after the date of Optionee's death, and prior to
the expiration or termination of this Stock Option pursuant to Section 1 hereof,
to exercise this Stock Option to the extent that Optionee was entitled to
exercise this Stock Option at the date of Optionee's death.
6. NO RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a
stockholder with respect to the Common Stock covered by this Stock_ Option until
the date of the issuance of a stock certificate or stock certificates to
Optionee. No adjustment will be made for dividends or other rights for which the
record date (or if there is no record date established, then the date
established for the distribution of such dividend or right) is prior to the date
such stock certificates are issued.
7. CONDITIONS OF RESALE. Optionee agrees to comply with all applicable
federal and state securities laws and rules and regulations thereunder in
connection with the resale of any shares of Common Stock which shall have been
received upon exercise of this Option, and Optionee further agrees to comply
with all requirements of the Company with respect to the timing of such resale
which may be reasonably imposed by the Company as conditions of such resale.
Optionee will, as a condition to exercise of the Option, enter into an agreement
with the Company pursuant to which the Company shall have a right of first
refusal with respect to the transfer of the Option Shares. Such agreement shall
be in the form acceptable to the Company and may include other provisions
concerning transfer or voting of the Option Shares which are applicable to other
stockholders of the Company. The Company may, in its discretion, place a legend
on stock certificates issued in connection with the exercise, of this Stock
Option in order to insure compliance with the Securities Act of 1933, as amended
and the Stockholders' Agreement.
8. ADJUSTMENTS FOR STOCK SPLITS, ETC. In the event of any change in the
outstanding Common Stock of the Company by reason of a stock dividend,
recapitalization, merger,
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consolidation, stock split, combination or exchange of shares, or the like, the
number and class of shares available under this Agreement and the Stock Option
prices shall be appropriately adjusted by the Board of Directors of the Company,
whose determination shall be conclusive.
9. THIS AGREEMENT SUBJECT TO STOCK OPTION PLAN. This Agreement is made
pursuant to all of the provisions of the Stock Option Plan, and is intended, and
shall be interpreted in a manner, to comply therewith. Any provision hereof
inconsistent with the Stock Option Plan shall be superseded and governed by the
Stock Option Plan.
10. MISCELLANEOUS. Section and other headings are included herein for
reference purposes only and shall not be construed or interpreted as part of
this Agreement.
Wherever and whenever the context of this Agreement shall so require,
the masculine, feminine and neuter gender of any noun or pronoun shau include
any or all of the other genders and the singular shall include the plural and
the plural shall include the singular.
Optionee understands that this Stock Option thus will not be treated
as an "Incentive Stock Option" pursuant to Section 422 of the Internal Revenue
Code of 1986.
This Agreement may be executed in several counterparts, all of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective December 9, 1996.
HEALTHGATE DATA CORP.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President
Optionee
/s/ Xxxxx Xx Xxxxxx
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Xxxxx xx Xxxxxx
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