MEDIWARE INFORMATION SYSTEMS, INC. STOCK OPTION AGREEMENT
EXHIBIT
10.15
2001
STOCK OPTION PLAN
MEDIWARE
INFORMATION SYSTEMS, INC.
THIS
AGREEMENT,
made as
of the Grant Date set forth below, by and between Mediware Information Systems,
Inc., a New York corporation having its principal place of business at the
address set forth below (hereinafter called the “Company”), and the individual
whose name and residence appear below on the first page of this Agreement
(hereinafter called “Optionee”).
WHEREAS,
the
terms and conditions of the Options granted to Optionee and evidenced by this
Agreement are as follows:
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Name
of Optionee:
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Grant
Date:
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Type
of Option:
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Address
of Optionee:
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Non-Qualified
Stock Option
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Number
of Option Shares:
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Expiration
Date:
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Exercise
Price Per Share:
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Vesting
Provisions:
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Anniversary
of
Grant
Date:
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Shares
Becoming
Exercisable
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First
Second
Third
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Company
Address:
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WHEREAS,
Optionee
is a key employee or director of, or consultant to, the Company; and
WHEREAS,
as an
incentive for the Optionee and as compensation and a benefit to him or her
for
serving as an employee, director or consultant, the Company has offered to
issue, and the Optionee has agreed to accept, options to purchase shares of
common stock of the Company pursuant to the 2001 Stock Option Plan of the
Company (the “Plan”).
NOW,
THEREFORE,
in
consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the parties hereto hereby agree as
follows:
1. Grant
of Options:
Pursuant to and subject in all respects to the provisions of the Plan, the
Company -hereby grants to the Optionee, under the terms and conditions set
forth
in this Agreement and the Plan, as of the Grant Date, Options to purchase the
aggregate number of shares of common stock, par value $.10 per share, of the
Company (“Common Stock”) set forth above on the first page of this Agreement
subject to adjustment in accordance herewith (which shares are hereinafter
called “Option Shares”). The Option Shares may be purchased by exercising the
Options in accordance with the terms of this Agreement, at the exercise price
per share set forth on the first page of this Agreement, which price, if for
an
Incentive Stock Option, is not less than the fair market value of a share of
Common Stock on the date of grant; and if for a Non-qualified Option is not
less
than 85% of the fair market value of the stock on the date of the grant. Terms
defined in the Plan shall have the same meaning in this Agreement unless the
context requires otherwise.
2. Vesting
of Options.
The
Options shall vest as set forth on the first page of this Agreement. If no
vesting period or other restriction on vesting is specified in the resolution
passed granting the Options referred to herein or on the first page of this
Agreement, such Option shall vest and be exercisable as follows: 33-1/3% after
one year from grant, 66-2/3% after two years from grant, and 100% after three
years from grant. The Options shall remain exercisable until the “Expiration
Date” set forth on the first page of this Agreement unless earlier terminated as
provided herein.
The
Options and exercisability of the Options shall be subject in all respects
to
the terms and conditions set forth in this Agreement, and all other terms and
conditions of the Plan and any rules or regulations or other determinations
of
the Compensation and Stock Option Committee (the “Committee”). Unless
specifically indicated on the first page of this Agreement, it is not intended
that the Options shall be incentive stock options for the purposes of the
Internal Revenue Code of 1986, as amended.
If
a
Change of Control, as defined in Section 6(b) of the Plan, is threatened or
proposed, all Options shall become exercisable in full immediately upon the
occurrence of the Change of Control. In
the
event of a Change of Control, the surviving, continuing, successor, or
purchasing entity or parent thereof, as the case may be (the “Acquiror”), shall
assume the Company's rights and obligations with respect to these outstanding
Options. The Acquiror may substitute options to acquire its own stock having
equal value (calculated as of the date of the Change of Control) for such
outstanding Options.
3. Transferability.
The
Options may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or the laws of descent and
distribution or as specified in Section 7 of the Plan, and the Options may
be
exercised during the lifetime of the Optionee by the Optionee or by his or
her
guardian or legal representative as stated in the Plan.
4. Exercisable
only during Employment; Death; Disability.
Options
shall be exercisable during the Optionee’s lifetime only by the Optionee and may
not be assigned or transferred in any manner except by will or by the laws
of
descent and distribution, except as provided in Sections 7 and 8 of the Plan.
5. Confidential
Information; Forfeiture;.
(a) To
the
extent enforceable under applicable law, the Optionee hereby agrees and
undertakes that he or she (i) will not, without the Company’s prior written
consent, for a period of nine (9) months within the United States and Canada
directly or indirectly, alone or as a partner, officer, director, employee,
consultant, agent, independent contractor or significant shareholder of any
company or business, engage in any business activity which is directly or
indirectly in competition with the Company with respect to any of the products
or services being considered, developed, sold or otherwise marketed by the
Company at such time; and (ii) will not, for a period of twelve (12) months
within the United States and Canada directly or indirectly, employ, or knowingly
permit any company or business organization directly or indirectly controlled
by
him or her to employ, any person who is employed by the Company or in any manner
seek to induce any such person to leave his or her employment by the Company.
Any unexercised Options shall be forfeited immediately upon a breach of such
undertaking as determined by the Committee and set forth in a notice given
to
the Optionee and Company, any such determination to be final and binding on
all
parties.
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(b)
The Optionee hereby agrees and undertakes that he or she will not at any
time, whether during or after the termination of the Optionee’s employment,
reveal to any person or entity any of the trade secrets or confidential
information concerning the products, services, organization, business or
finances of the Company or of any third party which the Company is under an
obligation to keep confidential (including but not limited to trade secrets
or
confidential information respecting inventions, designs, methods, know-how,
techniques, systems, software programs, works of authorship, customer lists,
projects, plans and proposals), except as may be required in the ordinary course
of performing the duties as an Optionee of the Company, and the Optionee shall
keep secret all matters entrusted to him or her and shall not use or attempt
to
use any such information in any manner which may injure or cause loss or may
be
calculated to injure or cause loss, whether directly or indirectly, to the
Company. Any unexercised Options shall be forfeited immediately upon a breach
of
such undertaking as determined by the Committee and set forth in a notice given
to the Optionee and Company, any such determination to be final and binding
on
all parties.
(c)
Any unexercised Options that have been awarded to the Optionee shall be
forfeited if the Committee determines that the Optionee’s employment has been
terminated for Cause, as stated in Section 8(b) of the Plan. The Committee’s
determination with respect to a forfeiture shall be set forth in a notice given
to the Optionee and to the Company and shall be final and binding on all
parties; any forfeiture shall take place immediately upon receipt of the notice
by the Company.
(d)
Optionee acknowledges and agrees that the Restrictive Covenants are
reasonable and necessary for the protection of the Company’s business interests.
Nothing contained herein shall be construed as prohibiting the Company from
pursuing any other remedies available to it including equitable relief and
the
recovery of any damages.
(e)
If any court of competent jurisdiction shall at any time deem any term of
this Agreement or any provision or provisions of any covenant, undertaking
or
agreement on the part of the Optionee contained in this Section 5 (“Restrictive
Covenants”) too lengthy or too restrictive or the territory too extensive, the
other terms and provisions of Section 5 shall nevertheless stand, the
restrictive periods shall be deemed to be the longest periods permissible by
law
under the circumstances, the other restrictive provisions and conditions shall
be the most protective to the Company as may be permissible under law in the
circumstances, and the territory in which activities are restricted shall be
deemed to comprise the largest territory permissible by law under the
circumstances. The court in each case shall reduce the Restrictive Covenants,
time period, territory and/or other restrictions or provisions to the maximum
permissible duration or size or reasonable restriction.
6. No
Right to Dividends, Distributions or Voting.
The
Optionee shall not have any rights as a shareholder with respect to any Option
Shares until the date of issuance of stock certificates for such Option Shares
upon due exercise of the Options. Until the issuance of stock certificates,
no
right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to Option Shares notwithstanding the exercise of the Options.
No adjustment will be made for a divi-dend or other rights for which the record
date is prior to the date the stock certificate is issued except as provided
in
Section 7 hereof.
7. Adjustment
in Option Shares; Change of Control.
Optionee shall be entitled to appropriate adjustments, as determined by the
Committee, to the number and class of shares of Common Stock subject to the
Plan
and to any outstanding Options and in the exercise price of any outstanding
Options in the event of a reclassification, recapitalization, stock split,
reverse stock split, stock dividend, combination of shares, merger,
consolidation, rights offering or any other change in the corporate structure
or
shares of the Company, as described in Section 9 of the Plan.
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8. Exercise.
The
exercise of an Option must be by written notice to the Company at its principal
place of business which must state the election to exercise the Option, the
number of shares for which the Option is being exercised and such other
representations and agreements as to the Optionee's investment intent with
respect to such shares as may be required pursuant to Section 6(c) of the Plan.
The written notice must be signed by the Optionee and must be delivered in
person, by certified or registered mail, return receipt requested, or by
confirmed facsimile transmission, to the Chief Financial Officer or other
authorized representative of the Company, prior to the termination of the
Option, accompanied by full payment of the exercise price for the number of
shares being purchased. The Option Shares to be purchased upon each exercise
of
any Option shall be paid for in full at the time of such exercise, such payment
to be made (i) in cash, by certified or bank cashier’s or teller’s check, or
cash equivalent, (ii) by tender to the Company of shares of the Company’s
capital stock owned by the Optionee and having a fair market value on the date
of exercise equal to the aggregate exercise price of the shares of Option Shares
to be purchased upon such exercise, (iii) by the assignment of the proceeds
of a
sale of some or all of the Option Shares being acquired upon the exercise of
the
Option, or (iv) by any combination of the methods of payment provided in clauses
(i)-(iii).
9. Compliance
with Laws and Regulations.
The
grant and exercise of the Options, and the Company’s obligation to sell and
deliver stock hereunder, are subject to such approvals by any regulatory or
governmental agency as may be required and shall comply with all relevant
provisions of applicable Federal and state laws, rules and regulations,
including, without limita-tion, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, state securities laws, the rules
and regulations promul-gated thereunder, and the require-ments of any stock
exchange or of any quotation association or organization upon which the Option
Shares may then be listed or quoted, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. The Company
may imprint any legends on the Option Shares restricting their subsequent sale
or transfer that may be required by state or Federal law.
Unless
the Option Shares shall be duly registered under the Securities Exchange Act
of
1933 and registered, qualified or authorized under applicable state securities
law, the Optionee, by accepting these Options, represents and warrants for
himself and any other person or persons properly exercising these Options that
any and all shares purchased hereunder shall be acquired for investment and
not
with the intention to sell or distribute such shares and agrees to deliver
to
the Company, upon request, a written representation that the shares being
purchased are being acquired for investment and not with a present intention
of
sale or with a view to distribution, and a consent that the certificate
representing such shares be endorsed to indicate such representation. The
Company shall not be liable in the event it is unable to issue or sell shares
of
Common Stock or other securities to the Optionee if such issuance or sale would
be unlawful, nor shall the Company be liable if the issuance or sale of shares
of Common Stock or other securities to an Optionee is subsequently
invalidated.
10. Withholding. The
Company shall withhold all income or other taxes permitted or required to be
withheld by applicable law and shall remit them to the appropriate taxing
authority as provided in Section 6(e) of the Plan.
11. Employment
Rights.
Nothing
contained in the Plan or in this Option Agreement shall confer upon the Optionee
any right to be employed by, or to be continued in the employ of, the Company
or
of any of its subsidiaries or interfere in any way with the right of the Company
or any subsidiary by whom such person may be employed to terminate his
employment at any time.
12. Notice
of Disposition.
If
these Options shall be incentive stock options the following shall apply:
Optionee or his estate or legal representative shall immediately notify the
Company in the event of any disposition of any kind by him of Option Shares
acquired pursuant to these Options. If the disposition shall be a
“disqualifying” disposition within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, the Optionee or his estate or legal
representation shall immediately pay any federal, state or local taxes owing
by
reason of the exercise or disposition and provide proof of payment to the
Company.
13. Notices.
Any
notice to be given under the terms of the Options shall be addressed to the
Company or to the Optionee at the addresses appearing on the first page of
this
Agreement, or at such other address as either party may hereafter designate
in
writing to the other.
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14. Interpretation
of this Agreement.
Any
dispute regarding the interpretation of this Agreement shall be resolved in
accordance with the Plan and may be submitted by the Optionee or by the Company
forthwith to the Committee for resolution, which shall review such dispute
at
the time of the next regular meeting of the Board or such Committee, or earlier
at the Committee’s discretion. The decision of the Committee, as the case may
be, with regard to such dispute shall be final and binding upon the Company
and
upon the Optionee.
15. Successors
and Assigns.
Except
as otherwise provided herein, the provisions of this Agreement shall inure
to
the benefit of, and be binding upon, the successors and assigns of the Company
and the administrators, heirs and legal representatives of the
Optionee.
16. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Kansas, without giving effect to the principles of conflicts of
law.
17. Amendments.
No
provision of this Agreement shall be modified, amended, extended or waived
except in writing signed by the parties hereto or as otherwise be permitted
or
con-templated by the Plan.
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
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IN
WITNESS WHEREOF,
the
Company has caused this Agreement to be duly executed by its duly authorized
officer, and Optionee has executed this Agreement, all as of the date and year
first above written.
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MEDIWARE
INFORMATION SYSTEMS, INC.
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By:
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Name:
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Title:
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Optionee
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Print
Name:
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