Exhibit 10.3
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X.X. XXXXX HEALTHCARE, INC.
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NONQUALIFIED STOCK OPTION
AWARD AGREEMENT
THIS AWARD AGREEMENT (the "Agreement") is made and entered into effective
this ______ day of __________, 199___ between X.X. Xxxxx Healthcare, Inc., a
Missouri corporation (the "Company"), and _________________________ (the
"Holder") in connection with the grant of an Option under the X.X. Xxxxx
Healthcare, Inc. Amended and Restated 1996 Equity Compensation Plan (the
"Plan").
RECITAL
The Holder is an employee of the Company or one of its Affiliates and the
Company desires to encourage the Holder to own Shares, to give the Holder added
incentive to advance the interests of the Company, and to grant the Holder a
Nonqualified Stock Option to purchase shares of Stock of the Company under terms
and conditions established by the Administrator.
AGREEMENT
NOW, THEREFORE, in consideration of this premise, the parties agree that
the following shall constitute the Agreement between the Company and the Holder:
Section 1. Definitions
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Capitalized terms used in this Agreement but not defined shall have the
meaning set forth in the Plan.
Section 2. Grant Of Nonqualified Stock Option And Termination
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Subject to the terms and conditions set forth herein, the Company grants to
the Holder a Nonqualified Option to purchase from the Company during the period
ending ten (10) years from the date of this Agreement (the "Expiration Date")
________________ shares of Stock at an exercise price of $_____________ per
share, subject to adjustment as provided in Section 10 hereof.
Section 3. Exercise
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During the Holder's lifetime, this Option may be exercised only by him or
her, as the case may be. This Option, except as specifically provided otherwise
herein, shall become exercisable as follows:
1. This Option shall be exercisable in whole or in part at any time the
Holder is an employee of the Company.
2. This Option shall become immediately exercisable upon the Holder's
death or Disability or, subject to the limitations set forth in Section
9.1 of the Plan and Section 16 hereof, as of the first date that a
Change in Control shall be deemed to have occurred.
Section 4. Notice Of Exercise
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This Option may be exercised in whole or in part, from time to time, in
accordance with Sections 2 and 3 hereof, by written notice to the Secretary of
the Company at the address provided in Section 13 hereof, which notice shall:
(a) be in the form attached as Exhibit A hereto;
(b) if the person exercising this Option is not the Holder himself,
contain or be accompanied by evidence satisfactory to the Administrator of such
person's right to exercise this Option; and
(c) be accompanied by payment in full of the purchase price in the
form of (i) cash; or (ii) a certified or cashier's check to the order of the
Company.
Section 5. Nontransferability Of Awards
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No Award granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will, by the
laws of descent and distribution, or to the limited extent provided in Section
7.6 of the Plan. All rights with respect to an Award granted to a Participant
shall be available during his or her lifetime only to the Participant.
[ALTERNATIVE Section 5. Transferability of Options. The Grantee may transfer
the Option to (i) the spouse, children, or grandchildren of the Grantee
("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefits
of such Immediate Family Members, or (iii) a partnership in which such Immediate
Family Members are the only partners, provided that (y) there may be no
consideration for any such transfer and (z) subsequent transfers of the Option
shall be prohibited, except by will or the laws of descent and distribution.
Following transfer, the Option shall continue to be subject to the same
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terms and conditions as were applicable immediately prior to transfer, provided
that for the purposes of the Option Agreement, the term "Grantee" shall be
deemed to refer to the transferee. The event of a Termination of Service shall
continue to be applied with respect to the original Grantee, following which the
Option shall be exercisable by the transferee only to the extent, and for the
periods, specified in Paragraph 2. Neither the Committee nor the Company shall
have any obligation to provide notice to a transferee of termination of the
Option under the terms of this Option Agreement.
5.1 Transferees of Stockholders. The Company shall not be required to
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transfer any Shares on its books which shall have been sold, assigned or
otherwise transferred in violation of this Option Agreement, or to treat as
owner of such shares of stock, or to accord the right to vote as such owner or
to pay dividends to, any person or organization to which any such Shares shall
have been sold, assigned or otherwise transferred, from and after any sale,
assignment or transfer of any Share made in violation of this Option Agreement.
Any transfer in violation of the terms of this Option Agreement shall be deemed
null and void.]
Section 6. Status Of Holder
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The Holder shall not be deemed a stockholder of the Company with respect to
any of the Shares subject to this Option, except to the extent that such Shares
shall have been purchased and issued to him or her. The Company shall not be
required to issue or transfer any certificates for Shares purchased upon
exercise of this Option until all applicable requirements of law have been
complied with and such Shares shall have been duly listed on any securities
exchange on which the Shares may then be listed.
Section 7. No Effect On Capital Structure
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This Option shall not affect the right of the Company or any Affiliate
thereof to reclassify, recapitalize or otherwise change its capital or debt
structure or to merge, consolidate, convey any or all of its assets, dissolve,
liquidate, windup, or otherwise reorganize.
Section 8. Premature Expiration Of Option
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8.1 Termination of Services - Disability. If the Holder is Terminated due
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to Disability, the portion, if any, of this Option that remains unexercised,
including that portion, if any, that is not yet exercisable, on the date of the
Holder's Termination shall be exercisable through 5:00 p.m. central time on the
date that is three years after the date of such Termination and thereafter this
Option shall terminate and cease to be exercisable.
8.2 Termination of Services - Death. If the Holder's Termination is due
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to his or her death, the portion, if any, of this Option that remains
unexercised, including that portion, if any, that is not yet exercisable, on the
date of the Holder's Termination shall be exercisable by the administrator or
executor of the Holder's estate or, if permitted by the Administrator under
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Section 7.6 of the Plan, by the designated beneficiary of the Holder through
5:00 p.m. central time on the date that is three years after the date of such
Termination and thereafter this Option shall terminate and cease to be
exercisable.
8.3 Termination of Services - Retirement. If the Holder is Terminated due
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to his Retirement, the portion, if any, of this Option that remains unexercised,
including that portion, if any, that is not yet exercisable, on the date of the
Holder's Termination shall terminate and cease to be exercisable at, from, and
after 5:00 p.m. central time on the date that is one year after the date of such
Termination and thereafter this Option shall terminate and cease to be
exercisable.
8.4 Termination of Service in General.
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(a) If the Holder voluntarily Terminates his employment, the portion,
if any, of this Option that remains unexercised, including that portion, if
any, that is not yet exercisable, on the date of the Holder's Termination
shall expire, terminate, and cease to be exercisable immediately upon such
Termination.
(b) If a Holder is Terminated (with or without cause) the portion, if
any, of this Option that remains unexercised, including that portion, if
any, that is not exercisable on the date of the Holder's Termination shall
expire, terminate, and cease to be exercisable immediately upon such
Termination.
Section 9. Adjustments
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Notwithstanding any provision herein to the contrary, in the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, stock split, Share combination, or other change in
the corporate structure of the Company affecting the Shares, the Administrator
shall adjust the number, class, and price of Shares subject to this Award in
such manner as the Administrator in its sole discretion shall determine to be
advisable or appropriate to prevent the dilution or diminution of such Award.
Notwithstanding the preceding, the number of Shares subject to this Award always
shall be a whole number. In the event of a dispute concerning such adjustment,
the decision of the Administrator shall be conclusive.
Section 10. Administrator Authority
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Any questions concerning the interpretation of this Agreement, any
adjustments required to be made under Section 9 of this Agreement, and any
controversy which arises under this Agreement shall be settled by the
Administrator in its sole discretion.
Section 11. Incentive Option Qualification
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This Option is not intended to qualify as an "incentive stock option"
within the meaning of Section 422 of the Code, and shall not be so construed.
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Section 12. Plan Controls
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The terms of this Agreement are governed by the terms of the Plan and in
the case of any inconsistency between the terms of this Agreement and the terms
of the Plan, the terms of the Plan shall control.
Section 13. Notice
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Whenever any notice is required or permitted hereunder, such notice must be
in writing and personally delivered or sent by mail. Any notice required or
permitted to be delivered hereunder shall be deemed to be delivered on the date
which it was personally delivered, or, whether actually received or not, on the
third business day after it is deposited in the United States mail, certified or
registered, postage prepaid, addressed to the person who is to receive it at the
address which such person has theretofore specified by written notice delivered
in accordance herewith. The Company or Holder may change, at any time and from
time to time, by written notice to the other, the address previously specified
for receiving notices. Until changed in accordance herewith, the Company and
the Holder specify their respective addresses as set forth below:
Company: X.X. Xxxxx Healthcare, Inc.
0000 Xxxxx 00xx Xxxxxxx
Xx. Xxxxxx, Xxxxxxxx 00000
Holder: ------------------------------------
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Section 14. Information Confidential
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As partial consideration for the granting of this Option, the Holder agrees
that he or she will keep confidential all information and knowledge that he or
she has relating to the manner and amount of his or her participation in the
Plan; provided, however, that such information may be disclosed as required by
law and may be given in confidence to the Holder's spouse, tax and financial
advisors, or to a financial institution of the extent that such information is
necessary to secure a loan.
Section 15. Change In Control
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Upon the occurrence of a Change in Control, (i) this Option shall become
immediately exercisable, (ii) any and all restrictions or limitations on the
exercisability of this Option, including any vesting requirements hereof, shall
become void, (iii) any and all restrictions or limitations on the
transferability of any Shares acquired upon the exercise of this Option (whether
before or after such Change in Control) shall become void, and (iv) the
Company's repurchase
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right under Section 5.3 above shall terminate; provided, however, that the Board
of Directors may limit the applicability of this Section with respect to that
portion of any Award to which Section 280G of the Code is applicable.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and the Holder has hereunto set his or her hand on the day and year first above
written.
X.X. XXXXX HEALTHCARE, INC.
By:
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Title:
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HOLDER
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Name:
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