EXHIBIT 6
CONTINUCARE CORPORATION
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
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STOCK OPTION AGREEMENT
Grant of Option. As of the 31st day of July, 1997, Continucare
Corporation, a Florida corporation (the "Company"), hereby grants to Xxxxxxx
Xxxxx, M.D., (the "Optionee") a non-qualified stock option (the "Option") to
acquire One Hundred Thousand (100,000) shares of Common Stock, $0.0001 par value
per share (the "Shares"), of the Company pursuant to the Company's Amended and
Restated 1995 Stock Option Plan (the "Plan"), which is incorporated herein for
all purposes. The Optionee hereby acknowledges receipt of the Plan and agrees to
be bound by all of the terms and conditions herein and therein.
Definitions. Capitalized terms used herein without definition shall
have the meanings as set forth in the Plan.
Exercise Price. The exercise price per share of the Shares subject to
this Option is $5.125
Exercise Schedule. The Option shall vest as follows: 50% on January 1,
1998; 25% on January 1, 1999; and, 25% on January 1, 2000, except as otherwise
provided in Section 8 of the Plan.
Termination of Option. This Option shall terminate, and in no event be
exercisable, after the expiration of 10 years from the date on which the Option
is granted. In addition, any unexercised portion of this Option shall
automatically and without notice terminate and become null and void as provided
in Section 9 of the Plan.
Section 83(b) Election. If as a result of exercising all or any part of
this Option, an Optionee receives Shares that are subject to a "substantial risk
of forfeiture" and are not "transferable" as those terms are defined for
purposes of Section 83(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), then such Optionee may elect under Section 83(b) of the Code to include
in the Optionee's gross income, for the Optionee's taxable year in which the
Shares are transferred to the Optionee, the excess of the Fair Market Value of
such Shares at the time of transfer (determined without regard to any
restriction other than one that by its terms will never lapse), over the amount
paid for the Shares. If the Optionee makes the Section 83(b) election described
above, the Optionee shall (i) make such election in a manner that the Board
determines in its reasonable judgment to be satisfactory, (ii) provide the
Company with a copy of such election, (iii) agree to promptly notify the Company
if any Internal Revenue Service or state tax agent, on audit or otherwise,
questions the validity or correctness of such election or of the amount of
income reportable on account of such election, and (iv) agree to such tax
withholding as the Board may reasonably require in its sole and absolute
discretion.
Law Governing. This Agreement shall be governed in accordance with the
internal laws of the State of Florida.
Interpretation. The Optionee accepts this Option subject to all the
terms and provisions of the Plan and this Agreement. The undersigned Optionee
hereby accepts as binding, conclusive and final all decisions or interpretations
of the Board upon any questions arising under the Plan and this Agreement.
Notices. Any notice under this Agreement shall be in writing and shall
be deemed to have been duly given when delivered personally or when deposited in
the United States mail, registered, postage prepaid, and addressed, in the case
of the Company, to the Company's Secretary at 000 Xxxxxxxxx Xxxxxx Xxxxxx, 00xx
Xxxxx, Xxxxx, Xxxxxxx 00000, or if the Company should move its principal office,
to such principal office, and, in the case of the Optionee, to the Optionee's
last permanent address as shown on the Company's records, subject to the right
of either party to designate some other address at any time hereafter in a
notice satisfying the requirements of this Section.
COMPANY:
CONTINUCARE CORPORATION
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XXXXXXX X. XXXXXXXXX
Chairman, President and
Chief Executive Officer
OPTIONEE:
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XXXXXXX XXXXX, M.D.
