EXHIBIT 10.67
OPTION AGREEMENT
This OPTION AGREEMENT ("Option Agreement"), effective as of December 18, 1995,
by and between Xxxx X. Xxxxxx, D.D.S. (the "Shareholder") and Castle Dental
Centers, Inc. (the "Optionee").
RECITALS
A. The Shareholder is the sole shareholder of Xxxx X. Xxxxxx, D.D.S.,
P.C., a Texas professional corporation ("New PC"), which is engaged in the
practice of dentistry.
B. Shareholder desires to afford the Optionee an opportunity to purchase
all of the ownership interest held by him in New PC ("Shareholder Interest") on
the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. GRANT OF OPTION. Shareholder hereby irrevocably grants to Optionee the
right and option (hereinafter called the "Option") to purchase all of the
Shareholder Interest at the exercise price set forth in paragraph 2, during the
period and subject to the conditions herein set forth.
2. EXERCISE PRICE. The exercise price (the "Exercise Price") for the
Shareholder Interest shall be One Thousand Dollars ($1,000.00).
3. OPTION TERM. The term of this Option shall expire simultaneously with
the expiration or termination in accordance with its terms of the Management
Services Agreement, effective as of December 18, 1995 between New PC and
Optionee (the "Expiration Date").
4. EXERCISE OF OPTION. The Option shall immediately become exercisable on
the occurrence of any event described in Section 5 hereof and shall be
exercisable at any time thereafter until the Expiration Date (the "Option
Period"); provided that in no event shall the Option be exercisable by Optionee
or by any transferee under Section 8 until such time as Optionee or such
transferee shall have taken such action as may be necessary to permit such
person to lawfully hold an ownership interest in New PC.
5. OPTION EXERCISE EVENTS. The Option shall immediately become exercisable
on the first to occur of (i) Shareholder's death, (ii) the appointment of a
guardian for Shareholder, (iii) any event or circumstance that results in
Shareholder not being entitled to hold an ownership interest in New PC or (iv)
Shareholder's disability. Shareholder shall be deemed disabled if he becomes
incapable of performing the duties of the PC representative to the Policy Board
under the Management Services Agreement described above and is not expected to
resume such capability within a three month period. Determinations of disability
shall be made by a physician who shall be agreed upon by Optionee and
Shareholder (or Shareholder's representative).
6. NOTICE PERIOD. Before exercising the Option, Optionee shall give at
least twenty-four (24) hours written notice to Shareholder (or Shareholder's
representative). During the notice period, Shareholder (or Shareholder's
representative) may not sell, transfer, exchange, encumber, or otherwise
alienate the Shareholder Interest. Any such sale, transfer, exchange,
encumbrance, or alienation shall be void. In addition, during the notice period,
Shareholder shall not take any action that is adverse to New PC's practice of
dentistry.
7. MANNER OF EXERCISE. The notice of exercise of the Option shall be
accompanied by the Optionee's check payable to Shareholder for the amount of the
Exercise Price. Upon delivery of such notice and payment, the Optionee shall be
deemed to have acquired the Shareholder Interest and shall be deemed to have
become a shareholder of New PC without any further action on the part of the
Optionee, the Shareholder or New PC. However, at the Optionee's request
Shareholder shall also deliver an assignment of his Shareholder Interest in New
PC to the Optionee in form and substance reasonably satisfactory to Optionee. In
the event the Option shall be exercised by any person or persons other than the
Optionee, such notice shall be accompanied by appropriate proof of the right to
such person or persons to exercise the Option.
8. TRANSFERABILITY OF OPTION. The Option is transferable by Optionee at
any time to any person.
9. NO OBLIGATION TO EXERCISE OPTION. Optionee shall be under no obligation
to exercise the Option.
10. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Shareholder hereby
represents and warrants to, and covenants with, Optionee that Shareholder is the
only shareholder of New PC and no other person will be permitted to become a
shareholder (other than pursuant to the exercise of this Option) without prior
written notice to the Optionee and the grant to Optionee of an option on all of
such person's ownership interest in New PC in form and substance comparable to
this Agreement.
11. RESTRICTIONS ON TRANSFER OF SHAREHOLDER INTEREST; CONSENTS. During the
Option Period, Shareholder shall not "Transfer" all or any part of his
Shareholder Interest without the prior written consent of the Optionee. For
purposes of this Option Agreement, "Transfer" shall include any dissolution of
New PC or any assignment, mortgage, hypothecation, transfer, pledge, creation of
a security interest in or lien upon, encumbrance, gift or other disposition
unless such "Transfer" is made subordinate to or subject to this Option.
Further, New PC and the Shareholder shall not amend or modify New PC's Articles
of Incorporation or Bylaws in any manner that would adversely affect the
Optionee's rights hereunder without the Optionee's prior written consent.
12. NOTICES. All notices required or permitted hereunder shall be in
writing and shall be deemed to be properly given when personally delivered to
the party entitled to receive the notice or when sent by certified or registered
mail, postage prepaid, properly addressed to the
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party entitled to receive such notice at the address stated below or at such
other address as may be furnished in writing by any party hereto to the other:
If to Shareholder: Xxxx X. Xxxxxx, D.D.S.
0000 Xxxx Xxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
If to Optionee: Castle Dental Centers, Inc.
0000 Xxxx Xxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxxx, Xx.
13. SUCCESSORS AND ASSIGNS. This Option Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective executors,
administrators, heirs and assigns.
14. GOVERNING LAW. This Option Agreement shall be governed by and construed
under the laws of the State of Texas without regard to the conflicts of laws
provisions of that state.
15. COUNTERPARTS. This Option Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
16. AMENDMENT. This Option Agreement may not be amended except by an
instrument in writing signed by all the parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Option
Agreement as of the date first above written.
OPTIONEE:
CASTLE DENTAL CENTERS, INC.
By: /s/ XXXX X. XXXXXX, XX.
Xxxx X. Xxxxxx, Xx.
SHAREHOLDER:
By: /s/ XXXX X. XXXXXX, D.D.S.
Xxxx X. Xxxxxx, D.D.S.
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CONSENT
XXXX X. XXXXXX, D.D.S., P.C., a Texas professional corporation, consents to
the Option on the Shareholder Interest granted herein, and agrees to recognize
Optionee as a substituted shareholder immediately upon exercise of this Option
with respect to the Shareholder Interest and payment of the Exercise Price
therefor, subject to applicable state laws and regulations.
XXXX X. XXXXXX, D.D.S., P.C.
a Texas professional corporation
By: /s/ XXXX X. XXXXXX, D.D.S.
Name: Xxxx X. Xxxxxx, D.D.S.
Title: President
