[Xxxxxxx's Name]
FORM OF GRANT OF SHARES OF
COMMON STOCK
No. of Shares: _______ As of June __, 1999
Almedica International Inc. (the "Company") hereby agrees to
grant to [Xxxxxxx's Name] (the "Grantee") [insert number (#)] shares of
Common Stock of Base 10 Systems, Inc. ("Base Ten") (the "Shares"), subject
to the terms and conditions set forth herein and in the Agreement and Plan
of Merger (the "Merger Agreement"), made as of [June __, 1999], by and
among Base Ten, BTS Clinical, Inc. ("BTSC"), the Company and Almedica
Technology Group Inc. ("ATG") (the "Grant"). The Grant is made in
conjunction with both the purchase by Base 10 of ATG from the Company by
means of the merger of BTSC with and into ATG, and the Grantee's employment
with ATG or any successor thereto or affiliate thereof (the "Employer") as
of the Effective Time (as defined in the Merger Agreement).
i. GRANTS. The Company shall grant to the Grantee the Shares only if,
and to the extent, that the following terms and conditions have been
satisfied.
(a) On or as soon as practicable following November 30, 1999,
the Company shall grant the Grantee 85% of the Shares:
(i) upon the delivery to the Company of the software currently
known as "ADMS 2.0" (as defined in that certain Functional Specifications
Document between ATG and the Company, attached hereto as Annex A), together
with validation and with successful OSQ (i.e., on- site qualification),
prior to November 30, 1999 (the "Delivery Date") . In the event delivery
is not made on the Delivery Date, and such failure is due to the Company
and/or its personnel, then the Delivery Date may be extended by the board
of directors of the Company (the "Directors"), in its sole discretion;
(ii) upon the upgrade of the software known as ADLS 5.3 to a new
release (presumably 5.4) ("Upgraded ADLS") which will be capable of
"populating" the tables in ADMS 2.0, as determined in clause (i) above, and
the release of Upgraded ADLS by the Delivery Date. As in clause (i) above,
it shall be necessary for Upgraded ADLS to be validated and have a
successful OSQ at the Company Site. In the event the release is not
effected by the Delivery Date, and such failure is due to the Company
and/or its personnel, than the Delivery Date may be extended by the
Directors, in their sole discretion; and
(iii) only if the Grantee has been continuously employed with
the Employer through November 30, 1999.
(b) On or as soon as practicable following May 31, 2000, the
Company shall grant the Grantee the remaining 15% of the Shares
(i) upon a release by May 31, 2000 of ADMS 3.0 which release
will be capable of easily providing to clients via electronic means
information with respect to their clinical trial materials inventory and
prepared materials approved for distribution in a manner consistent with
industry practice. In the event such release is not effected by the
Delivery Date, and such failure is due to the Company and/or its
personnel, than such Delivery Date may be extended by the Directors, in
their sole discretion; and
(ii) only if the Grantee has been continuously employed with the
Employer through May 31, 2000.
ii. Confidentiality. Notwithstanding anything in this Agreement to the
contrary, the Company will not be required to grant the Shares described
herein if the Grantee discloses any material terms of this Agreement,
subject to the sole discretion of the Directors.
iii. NO TRANSFERABILITY. No certificates for the Shares will be issued to
the Grantee until Base 10, the Employer and/or the Company have completed
all steps required by law to be taken in connection with the issue and sale
of the shares, including without limitation, receipt of any agreements or
representations from the Grantee necessary to prevent a resale or
distribution of the Shares in violation of federal or state securities
laws, or in violation of any provision of the Merger Agreement.
iv. EQUITABLE ADJUSTMENT OF SHARES. The Shares that are the subject of
this Grant are shares of the common stock of Base 10 as constituted on the
date hereof, subject to such equitable adjustment as the Company deems
appropriate.
v. MISCELLANEOUS. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business, 00 Xxxxxxxx Xxxxx, Xxxxxxxxx,
XX 00000, Attention: President, and shall be mailed or delivered to the
Grantee at the Grantee's address set forth below, or in either case at such
other address as one party may subsequently furnish to the other party in
writing. Notwithstanding anything in the Grant to the contrary, in the
event that any inconsistency arises between any term or provision of the
Merger Agreement and any term or provision of the Grant, then the
applicable term or provision of the Merger Agreement shall control. This
Grant shall not confer upon the Grantee any right with respect to
continuance of employment by the Employer, nor shall it interfere in any
way with any right of the Employer to terminate the Grantee's employment at
any time.
vi. INCOME TAX WITHHOLDING. In connection with the Grant of the Shares
granted hereunder, the Company is expressly authorized to take any and all
steps it deems necessary to comply with its tax withholding obligations
under state and federal laws including without limitation (i) conditioning
the delivery of Shares (and any other securities hereunder) to the Grantee
upon the payment to the Company of an amount sufficient to satisfy the
Company's tax withholding obligations with respect to the Grantee and this
Grant, or (ii) reducing the number of Shares (and any other securities
hereunder) deliverable to the Grantee by such number as is sufficient in
value to satisfy the Company's tax withholding obligations with respect to
the Grantee and this Grant.
ALMEDICA INTERNATIONAL INC.
By:_____________________
[name ]
[title ]
Receipt of the foregoing Xxxxx is hereby acknowledged and accepted and the
Grant's terms and conditions are hereby agreed to as of ___________, 1999.
_____________________
[Xxxxxxx's Name]
____[Address]________
_____________________
