EXHIBIT 10.19
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STOCK OPTION AGREEMENT SYNAVANT INC.
Employer ID: ________
0000 Xxxxxxxxx Xx. XX, Xxxxx 0000
Xxxxxxx, XX 00000
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PLAN: ST00
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THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
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Synavant Inc. (the "Company") hereby grants to you a non-qualified stock option
to purchase ________ shares of the Company's common stock at $_________ per
share (your "Option"). This grant is effective as of _______________ (the "Date
of Grant").
Your Option is subject to and governed by the terms of the Company's 2000 Stock
Incentive Plan (the "Plan") document. The provisions of the Plan document are
incorporated into this Stock Option Agreement (the "Agreement") by reference.
All capitalized terms used in this Agreement but not defined shall have the
meanings set forth in the Plan document. In the event the Plan document and this
Agreement conflict with one another, the terms of the Plan document shall
govern.
VESTING AND STATED EXPIRATION DATE
Your Option will vest and become exercisable according to the following schedule
if your employment with the Company or a Subsidiary continues through the
vesting date; provided, however, that the terms of the Plan providing for
accelerated vesting upon specified terminations of employment shall apply to the
Option:
Number Stated
Of Shares Vest Date Expiration Date
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In the event your employment with or service to the Company and its Subsidiaries
terminates, any portion of the Option not vested at or before termination will
be forfeited, except as otherwise provided in the Plan. The Option (or
applicable portion thereof) shall expire at the stated expiration date, subject
to earlier forfeiture or expiration as specified in the Plan and this Agreement.
EXERCISE OF OPTIONS
You may exercise your Option, at such time as it has become exercisable, only in
accordance with the Plan and with any procedures that the Committee may set
forth.
Notwithstanding anything to the contrary in this Award Agreement, upon
occurrence of a "Change in Control" (as such term is defined in the Plan), then
any unvested portion of the Option (not previously forfeited) will become
immediately vested and the Option will become immediately exercisable in full
and, if your employment with or service to the Company and its Subsidiaries
thereafter terminates for any reason other than by the Company (or Subsidiary)
for "Cause," the unexercised portion of your Option may thereafter be exercised
until the Option's stated expiration date (except as provided below if you
engage in Detrimental Activities). For purposes of this Agreement, "Cause" shall
have the meaning set forth in any Change-in-Control Agreement between you and
the Company in effect at the date of the Change in Control or, if no such
agreement is then in effect, "Cause" shall mean termination on account of (A)
the willful and continued failure by you to substantially perform your duties
with the Company (other than any such failure resulting from your incapacity due
to physical or mental illness or disability or any failure after the issuance of
a Notice of Termination by you for Good Reason) which failure is demonstrably
and materially damaging to the financial condition or reputation of the Company
and/or its subsidiaries, and which failure continues more than 48 hours after a
written demand for substantial performance is delivered to you by the Board,
which demand specifically identifies the manner in which the Board believes that
you have not substantially performed your duties or (B) the willful engaging by
you in conduct which is demonstrably and materially injurious to the Company,
monetarily or otherwise. No act, or failure to act, on your part shall be deemed
"willful" unless done, or omitted to be done, by you not in good faith and
without reasonable belief that your action or omission was in the best interest
of the Company. This provision supercedes the default termination provisions set
forth in Section 6 of the Plan.
Your sales of shares acquired upon exercise of the Option will be subject to
applicable restrictions under the Company's policies regulating xxxxxxx xxxxxxx
by employees.
NONTRANSFERABILITY OF OPTION
Except as otherwise may be provided under the Plan, you cannot transfer, give or
assign your Option to anyone except after your death by your will or by
applicable inheritance laws, and during your lifetime your Option shall be
exercisable only by you.
FORFEITURE OF UNEXERCISED PORTION OF OPTION.
If you directly or indirectly engage in any of the following activities
("Detrimental Activities"), without the written consent of the Company, while
you are working for the Company or any of its affiliates (each, a "Synavant
Company") or after you leave (to the extent provided below):
- using or disclosing any information that has been treated by an
Synavant Company as confidential or proprietary and is of competitive
advantage to such Synavant Company, unless you are using or
disclosing it in the course of your job with such Synavant Company,
- during your employment or the twelve months after you leave your
employment with any Synavant Company, soliciting for anyone other
than an Synavant Company the trade or business of any entity that
was a customer, prospective customer or supplier of a Synavant
Company during the period that you worked for any Synavant Company,
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- during your employment or the twelve months after you leave your
employment with any Synavant Company, soliciting any employee of any
Synavant Company to leave his or her employment; or employing or
otherwise using the services of any person who is or was a Synavant
Company employee during the last twelve months that you worked for a
Synavant Company, or
- during your employment or the twelve months after you leave your
employment with any Synavant Company, directly or indirectly
(including without limitation as an officer, director, employee,
advisor, consultant or investor), (i) seeking or accepting any
employment or other work with or providing assistance to any person
or entity that offers Competitive Services (as defined below) to any
person or entity that was a customer or potential customer of any
Synavant Company at any time during the last two years of your
employment with any Synavant Company, or (ii) otherwise providing
Competitive Services;
the unexercised portion of your Option shall automatically expire (regardless of
vesting) on the date on which you enter into the Detrimental Activity.
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For purposes hereof, "Competitive Services" means engaging in business
activities, anywhere in the world, which provide automated sales and marketing
support and interactive marketing services to the pharmaceutical and healthcare
industry, including using or developing technology similar to that which any ST
Company uses to process pharmaceutical or health care information, sales-force
management applications, decision-support tools, data-warehousing applications
and data-mining applications.
As a condition to the exercise of the Option, the Company may require Employee
to make any representation or warranty to the Company as may be required under
any applicable law or regulation, and to make a representation and warranty that
no Detrimental Activity has occurred or is contemplated within the meaning of
this Agreement.
ACKNOWLEDGMENT, AGREEMENT AND CONSENT
You acknowledge, agree and consent that the following are true:
(a) The Plan is discretionary and the Company may amend, cancel or terminate
the Plan at any time. The grant of your Option is a one-time benefit
offered to you and does not create any contractual or other right for you
to receive any grant of options or benefits under the Plan in the future.
Future grants, if any, will be at the sole discretion of the Company,
including, but not limited to, the timing of any grant, the number of
options, vesting provisions and the exercise price; and
(b) Your participation in the Plan is voluntary. The value of your Option is an
extraordinary item of compensation outside the scope of your employment
contract, if any. As such, your Option is NOT part of normal or expected
compensation for purposes of calculating any severance, resignation,
redundancy, end- of-service payments, bonuses, long-service awards, pension
or retirement benefits or similar payments.
PERSONAL DATA AUTHORIZATION
You expressly authorize your employer to furnish the Company (and any agent of
the Company administering the Plan or providing Plan recordkeeping services)
with such information and data as it shall request in order to facilitate the
grant and exercise of your Option and to facilitate administration of the Plan.
In addition, you agree and consent that certain personal data concerning you and
your participation in the Plan will be transmitted and communicated outside the
country of your employment or residence in order that the Company may administer
the Plan.
GOVERNING LAW
The Plan and this Agreement shall be governed by the laws of the State of
Georgia without regard to its conflicts of law doctrine.
Any legal proceeding arising out of this Agreement shall be brought exclusively
in the federal or state courts located in the State of Georgia. You agree to
submit to personal jurisdiction and to venue in those courts. You further agree
to waive all legal challenges and defenses to the appropriateness of Georgia as
the site of any such legal proceeding and to the application of Georgia law.
ACCEPTANCE
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You do not need to do anything if you want to accept your Options on the terms
set out in this Agreement. It would however help us if you would sign the
enclosed copy of this Agreement in the space indicated below and return a copy
to us by mail to:
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If you do not want to accept your Option on the terms set out in this Agreement,
please write to the Company at the above address, marking your envelope to the
attention of _________________, no later than _______________. Your Option will
then be cancelled. If you do not write to us telling us that you do not want
your Option by _________________, we will assume that you want to accept your
Options and agree to the terms set out in this Agreement.
By signing below, you accept your Option as described above and the terms and
conditions set out in this Agreement, the Plan and all related documents. Copies
of the Plan and such related documents are being provided to you as part of this
Agreement.
SYNAVANT INC.
By:_____________________________ __________________________
Xxxxx Xxxxxxx Employee's Signature
Chief Human Resources Officer
__________________________
PRINT NAME
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