EXHIBIT 10.11
THIS OPTION IS NOT, AND SHALL NOT BE TREATED AS AN INCENTIVE STOCK
OPTION, AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.
HEALTHGATE DATA CORP.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is entered into by and between HealthGate
Data Corp., a Delaware corporation (the "Company"), and [__________]
("Optionee").
W I T N E S S E T H:
WHEREAS, the Company has a Stock Option Plan pursuant to which stock
options may be granted (the "Stock Option Plan"); and
WHEREAS, in lieu of other compensation to non-employee directors, the
Optionee and the Company desire to grant stock options to the non-employee
directors of the Company;
WHEREAS, the Company and Optionee desire to enter into this Agreement
concerning the grant by the Company of stock options to Optionee, pursuant to
the Stock Option Plan;
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties agree as follows:
1. SHARES; PRICE; VESTING; TERM. As of January 22, 1999 (the "Grant
Date"), the Company grants Optionee an option to purchase [________] post-split
shares of its Common Stock, par value $0.01 per share (the "Option Shares"), at
a price of $3.50 per share (which price is at least equal to the fair market
value of the stock on the Grant Date, as determined in good faith by the Board
of Directors), pursuant to the Company's Stock Option Plan, which shall be
exercisable according to the following schedule:
Number of First Date of Last Date
Shares Exercise Of Exercise
------ -------- -----------
-- January 1, 1999 January 22, 2004
-- January 1, 2000 January 22, 2004
-- January 1, 2001 January 22, 2004
---------
TOTAL:
Subject to earlier termination described herein, the Option shall
terminate entirely at the close of business on January 22, 2004.
2. ACCELERATED VESTING. Notwithstanding the foregoing, this Option shall
immediately become exercisable as to all Option Shares then subject hereto in
the event of a "Change in Control" (as hereinafter defined) of the Company.
As used herein, a "Change in Control" of the Company shall be deemed to
have occurred if:
(i) there is a merger or consolidation of the Company in which the
Company is not the continuing or surviving corporation;
(ii) the Company sells substantially all its assets to a single
purchaser or to a group of associated purchasers;
(iii) at least two-thirds of the outstanding common stock of the Company
is sold, exchanged or otherwise disposed of in one transaction or
in a series of related transactions;
(iv) any person or entity (other than any stockholder presently owning
more than 10%) becomes directly or indirectly the owner or
beneficial owner of 50% or more of the Company's outstanding
common stock;
(v) the Board of Directors of the Company determines in its sole and
absolute discretion that there has been a change in control of the
Company.
3. EXERCISE. Optionee may exercise this Stock Option from time to time as
hereinabove provided, by delivery to the Company, as to each such exercise, at
its principal office of (a) written notice of exercise of this Stock Option,
stating the number of shares then being purchased hereunder; (b) a check or cash
in the amount of the full purchase price of such shares; (c) a check or cash in
the amount of federal, state and local withholding taxes, if any, required to be
withheld and paid by the Company as a result of such exercise; and (d) such
other documents or instruments as may be required by any then applicable federal
or state laws or regulations, or regulatory agencies pertaining to this Stock
Option, any exercise thereof and/or any offer, issue, sale or purchase of any
shares covered by this Stock Option. Not less than one share may be purchased at
one time. After the Company shall have received all of the foregoing, the
Company shall proceed with reasonable promptness to issue the shares so
purchased upon such exercise of the Stock Option; provided, however, that
Optionee or any person or persons entitled to exercise this Option under Section
5 hereof shall not be or be deemed to be the record or beneficial owner of any
such shares purchased upon any exercise of this Stock Option until
and unless the stock certificate or certificates evidencing such shares
actually shall have been issued. Except as provided in Sections 4 and 5 hereof,
Optionee may exercise this Stock Option only if, on the date of exercise,
Optionee has been continuously a Director of the Company since the Grant Date.
4. TERMINATION OF SERVICE AS A DIRECTOR. Notwithstanding the provisions
of Section 3 hereof, if Optionee shall cease to be a Director of the Company for
any reason other than Optionee's death, Optionee may exercise this Stock Option
(to the extent he or she was entitled to do so at the termination of service) at
any time and from time to time within three (3) months after such termination,
but in no event after the expiration of this Stock Option; provided, however,
that if the service as a Director terminates due to the permanent and total
disability of Optionee, Optionee may exercise this Stock Option (to the extent
Optionee was entitled to do so at the termination of Optionee's service as a
Director) only at any time and from time to time within twelve (12) months after
such termination, but in no event after the expiration of this Stock Option. No
provision of the Stock Option Plan or this Stock Option shall confer any right
to continue as a Director of the Company or interfere in any way with the right
of the Company to terminate service as a Director at any time.
5. DEATH OF OPTIONEE; NO ASSIGNMENT. This Stock Option shall not be
assignable or transferable except by will or by the laws of descent and
distribution and shall be exercisable during Optionee's lifetime only by
Optionee. If Optionee shall die while serving as a director of the Company,
Optionee's personal representative or the person entitled to succeed to his or
her rights hereunder shall have the right, at any time and from time to time
within three (3) months after the date of Optionee's death, and prior to the
expiration or termination of this Stock Option pursuant to Section 1 hereof, to
exercise this Stock Option to the extent that Optionee was entitled to exercise
this Stock Option at the date of Optionee's death.
6. NO RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a
stockholder with respect to the Common Stock covered by this Stock Option until
the date of the issuance of a stock certificate or stock certificates to
Optionee. No adjustment will be made for dividends or other rights for which the
record date (or if there is no record date established, then the date
established for the distribution of such dividend or right) is prior to the date
such stock
certificates are issued.
7. CONDITIONS OF RESALE. Optionee agrees to comply with all applicable
federal and state securities laws and rules and regulations thereunder in
connection with the resale of any shares of Common Stock which shall have been
received upon exercise of this Option, and Optionee further agrees to comply
with all requirements of the Company with respect to the timing of such resale
which may be reasonably imposed by the Company as conditions of such resale.
Optionee will, as a condition to exercise of the Option, enter into an agreement
with the Company pursuant to which the Company shall have a right of first
refusal with respect to the transfer of the Option Shares. Such agreement shall
be in the form acceptable to the Company and may include other provisions
concerning transfer or voting of the Option Shares which are applicable to other
stockholders of the Company. The Company may, in its discretion, place a legend
on stock certificates issued in connection with the exercise of this Stock
Option in order to insure compliance with the Securities Act of 1933, as amended
and the Stockholders' Agreement.
8. ADJUSTMENTS FOR STOCK SPLITS, ETC. In the event of any change in the
outstanding Common Stock of the Company by reason of a stock dividend,
recapitalization, merger, consolidation, stock split, combination or exchange of
shares, or the like, the number and class of shares available under this
Agreement and the Stock Option prices shall be appropriately adjusted by the
Board of Directors of the Company, whose determination shall be conclusive.
9. THIS AGREEMENT SUBJECT TO STOCK OPTION PLAN. This Agreement is made
pursuant to all of the provisions of the Stock Option Plan, and is intended, and
shall be interpreted in a manner, to comply therewith. Any provision hereof
inconsistent with the Stock Option Plan shall be superseded and governed by the
Stock Option Plan.
10. MISCELLANEOUS. Section and other headings are included herein for
reference purposes only and shall not be construed or interpreted as part of
this Agreement.
Wherever and whenever the context of this Agreement shall so require, the
masculine, feminine and neuter gender of any noun or pronoun shall include any
or all of the other genders and the singular shall include the plural and the
plural shall include the singular.
Optionee understands that this Stock Option thus will not be treated as an
"Incentive
Stock Option" pursuant to Section 422 of the Internal Revenue Code of 1986.
This Agreement may be executed in several counterparts, all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective January 22, 1999.
HEALTHGATE DATA CORP.
By:
-------------------------------
Xxxxxxx X. Xxxxx
President
Optionee
----------------------------------
Name
