EXHIBIT 10-V
STOCK OPTION AGREEMENT made as of the 3rd day of February, 2000 between
SANDATA, INC., a Delaware corporation (the "Company"), and XXXX X. XXXXXXX (the
"Optionee").
WHEREAS, the Optionee is an employee of the Company or a subsidiary
thereof;
WHEREAS, the Company desires to provide to the Optionee an additional
incentive to promote the success of the Company;
NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee (the "Grant") the right and option to purchase shares of
Common Stock of the Company under and pursuant to the terms and conditions of
the Company's 1998 Stock Option Plan (the "Plan") and upon the following terms
and conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to Three Hundred Fifty Thousand (350,000)
shares of the Common Stock of the Company (the "Option Shares") during the
following periods:
(a) All or any part of Seventy-Five Thousand Five Hundred (75,500) shares
of Common Stock of the Company may be purchased during the period
commencing on February 3, 2000 and terminating at 5:00 P.M. on
February 3, 2005 (the "Expiration Date").
(b) All or any part of Seventy-Five Thousand Five Hundred (75,500) shares
of Common Stock of the Company may be purchased during the period
commencing on February 3, 2001 and terminating at 5:00 P.M. on the
Expiration Date.
(c) All or any part of Seventy-Five Thousand Five Hundred (75,500) shares
of Common Stock of the Company may be purchased during the period
commencing on February 3, 2002 and terminating at 5:00 P.M. on the
Expiration Date.
(d) All or any part of Seventy-Five Thousand Five Hundred (75,500) shares
of Common Stock of the Company may be purchased during the period
commencing on February 3, 2003 and terminating at 5:00 P.M. on the
Expiration Date.
(e) All or any part of Forty-Eight Thousand (48,000) shares of Common
Stock of the Company may be purchased during the period commencing on
February 3, 2004 and terminating at 5:00 P.M. on the Expiration Date.
2. NATURE OF OPTION. The Option is intended to meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended, relating to
"incentive stock options".
3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be
One Dollar and 31/100 cents ($1.31) (the "Option Price"). The Company shall pay
all original issue or transfer taxes on the exercise of the Option.
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance with
the provisions of the Plan. As soon as practicable after the receipt of notice
of exercise and payment of the Option Price as provided for in the Plan, the
Company shall tender to the Optionee certificates issued in the Optionee's name
evidencing the number of Option Shares covered thereby.
5. ACCELERATION. If the Company is separated or reorganized, or merged or
consolidated with another corporation within the term of this option, there
shall be substituted for the shares issuable upon exercise of the outstanding
Options an appropriate number of shares of each class of stock, other securities
or other assets of the separated or reorganized, or merged or consolidated
corporation which were distributed to the shareholders of the Company in respect
of such shares; provided, however, that 100% of the total number of options may
be exercised in full by the Optionee as of the effective date of any such
separation, reorganization, merger, or consolidation of the Company without
regard to the installment exercise provisions of this Stock Option Agreement, by
the Optionee giving notice in writing to the Company of his intention to so
exercise.
6. TRANSFERABILITY. The Option shall not be transferable other than by will
or the laws of descent and distribution and, during the Optionee's lifetime,
shall not be exercisable by any person other than the Optionee.
7. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
8. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, 00 Xxxxxx
Xxxx Xxxxx, Xxxx Xxxxxxxxxx, XX 00000 Attention: President and to the Optionee
at the address indicated below. Notices shall be deemed to have been given on
the date of hand delivery or mailing, except notices of change of address, which
shall be deemed to have been given when received.
9. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns.
10. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains the
entire understanding of the parties hereto with respect to the subject matter
hereof and may be modified only by an instrument executed by the party sought to
be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
SANDATA, INC.
BY:
/s/Xxxx Xxxxxx
XXXX XXXXXX, SECRETARY
/s/Xxxx X. Xxxxxxx
XXXX X. XXXXXXX
