EXHIBIT 4.3
XXXXXXX MEDICAL MANAGEMENT HOLDINGS CORPORATION
1996 STOCK INCENTIVE PLAN
ELIGIBLE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the 21st day of November,
1996, between XXXXXXX MEDICAL MANAGEMENT HOLDINGS CORPORATION,
a Delaware corporation (the "Corporation"), and ______________
(the "Director").
W I T N E S S E T H
WHEREAS, the Corporation has adopted and the
stockholders of the Corporation have approved the Xxxxxxx
Medical Management Holdings Corporation 1996 Stock Incentive
Plan (the "Plan").
WHEREAS, pursuant to Article 7 of the Plan, the
Corporation has granted an option (the "Option") to the
Director upon the terms and conditions evidenced hereby,
as required by the Plan, which Option is not intended as
and shall not be deemed to be an incentive stock option
within the meaning of Section 422 of the Code.
NOW, THEREFORE, in consideration of the services
rendered and to be rendered by the Director, the Corporation
and the Director agree to the terms and conditions set forth
herein as required by the terms of the Plan.
1. OPTION GRANT. This Agreement evidences the
grant to the Director, as of September 17, 1996 (the "Award
Date"), of an Option to purchase an aggregate of _____
shares of Common Stock, par value $.01 per share, under
Article 7 of the Plan, subject to the terms and conditions
and to adjustment as set forth herein or pursuant to the
Plan.
2. EXERCISE PRICE. The Option entitles the
Director to purchase (subject to the terms of Sections 3
through 6 below) all or any part of the Option shares at
a price per share of $29.17, which amount represents
the Fair Market Value of the shares on the Award Date.
3. OPTION EXERCISABILITY AND TERM. Subject
to adjustment pursuant to Section 7.6 of the Plan, the
Option shall become and remain exercisable: (i) at the
rate of 25% on the later of 90 days after the Award Date
or 60 days after the date of commencement of trading of
the Common Stock on a national securities exchange or
quotation system (the "Initial Award Date") and (ii)
at the rate of 25% per annum commencing on the first
anniversary of the Initial Award Date and each of the
next two anniversaries thereof. The Option shall
terminate on September 16, 2006 unless earlier
terminated in accordance with the terms of Section 7.7
of the Plan.
4. SERVICE AND EFFECT OF TERMINATION OF
SERVICE. The Director agrees to serve as a director in
accordance with the provisions of the Corporation's
Articles of Incorporation, bylaws and applicable law.
If the Director's services as a member of the Board
shall terminate, this Option shall terminate at the
times and to the extent set forth in Section 7.5 of the
Plan.
5. GENERAL TERMS. The Option and this
Agreement are subject to, and the Corporation and the
Director agree to be bound by, the provisions of the
Plan that apply to the Option. Such provisions are
incorporated herein by this reference. The Director
acknowledges receiving a copy of the Plan and reading
its applicable provisions. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such
terms in the Plan.
6. GRANT CONDITIONED UPON LISTING OF SHARES.
Notwithstanding anything else contained herein to the
contrary, this Option is expressly conditioned upon the
commencement of trading of the shares of the Corporation's
Common Stock on a national securities exchange or
quotation system. In the event that the Corporation's
Common Stock does not commence trading on a national
securities or quotation system exchange within twelve
(12) months from the Award Date, this Option shall be
null and void.
7. NONTRANSFERABILITY. The Option and any
other rights of the Director under this Agreement or the
Plan are nontransferable as provided in Section 1.8 of
the Plan.
IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written.
XXXXXXX MEDICAL MANAGEMENT
HOLDINGS CORPORATION
(a Delaware corporation)
By:
Title: President and Chief
Executive Officer
DIRECTOR
(Signature)
(Print Name)
(Address)
