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EXHIBIT 4.5
PER-SE TECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the ____ day of __________,
______, by and between PER-SE TECHNOLOGIES, INC., a corporation organized and
doing business under the laws of the State of Delaware (the "Company"), and
__________________ (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Optionee has been granted an option to purchase the
number of shares of voting common stock, par value $.01 per share ("Common
Stock"), of the Company allocated to such Optionee under the formula contained
in the Per-Se Technologies, Inc. Non-Employee Director Stock Option Plan, as
amended (the "Plan"), and the Board of Directors of the Company (the "Board"),
as administrator of the Plan, wishes for the Optionee and the Company to enter
into this Agreement to provide for certain matters relating to such option;
WHEREAS, Optionee is a director of the Company and is not an employee
of the Company (a "Non-Employee Director");
WHEREAS, the Company and the Optionee wish to confirm the terms and
conditions of the option; and
WHEREAS, capitalized terms used and not otherwise defined herein shall
have the meaning provided to such terms in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, it is hereby agreed between the parties hereto as follows:
1. Grant of Option. Upon and subject to the terms, restrictions,
limitations and conditions stated herein and in the Plan, the Company hereby
grants to the Optionee an option (the "Option") to purchase all or any part of
____ Thousand (_______) shares of Common Stock (hereinafter, the "Option
Shares"), effective as of the date first written above.
2. Terms and Exercise of Option. Subject to the provisions of Section
5 of this Agreement:
(a) The Option shall be fully vested as of the date of this
Agreement (the "Date of Grant"), but the Optionee shall not have the
right to exercise the Option until one (1) year after the Date of
Grant ; provided, however, that in the event the Optionee ceases to be
a Non-Employee Director of the Company by reason of retirement, total
and permanent disability (within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended (the "Code")), or death,
the Option shall become immediately exercisable. For purposes of this
Agreement, the term "by reason of retirement" means mandatory
retirement pursuant to established Board policy.
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(b) The Option shall expire, terminate and no longer be exercisable
upon the date which is eleven (11) years from the Date of Grant.
(c) After the Option has become exercisable, the Optionee shall have
the right to exercise the Option at any time and from time to time,
subject to Section 2(b), with respect to any unexercised portion of
the Option Shares. The Option may be exercised by delivery to the
Company, at its principal place of business in Atlanta, Georgia, of
the written Notice of Exercise in the form attached hereto as Exhibit
A, which is incorporated herein by reference, specifying the number of
shares of Common Stock with respect to which the Option is being
exercised and signed by the Optionee or the personal representative of
the Optionee pursuant to Section 2(a) hereof, and payment of the
exercise price. Upon acceptance of such notice and receipt of payment
in full, the Company shall cause to be issued a certificate
representing the shares of Common Stock purchased.
(d) The Optionee, or the personal representative of the Optionee
pursuant to Section 2(a) hereof, shall have no rights as a stockholder
with respect to any shares covered by the Option until the issuance of
a stock certificate to the Optionee for such shares. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property), distributions or other rights on
or with respect to shares of Common Stock purchased pursuant to the
Option for which the record date for such dividend, distribution or
other right is prior to the date of exercise of the Option, except as
provided in Section 4 hereof.
3. Exercise Price. The Optionee must pay to the Company $______ per
share for the Common Stock acquired pursuant to the exercise of the Option. The
Option exercise price shall be paid in full at the time of exercise (a) in
cash, (b) by tendering Common Stock then owned (which has been held for the
preceding six (6) months) and properly endorsed to the Company having a Fair
Market Value equal to the Option exercise price, or (c) partly in cash and
partly in Common Stock (which has been held for the preceding six (6) months)
valued at Fair Market Value, at the election of the Recipient. The Fair Market
Value of any such tendered Shares shall be determined as of the close of the
business day immediately preceding the day on which the certificate is received
by the office of the Secretary of the Company.
4. Change in Control. If the Company agrees to sell all or
substantially all of its assets for cash or property or for a combination of
cash and property or agrees to any merger, consolidation, reorganization or
other corporate transaction in which Common Stock is converted into another
security or into the right to receive securities or property, or in the event
of a Change in Control of the Company or a tender or exchange offer is made for
Common Stock other than by the Company, the Option shall, on the date
immediately preceding the effective date of a transaction contemplated by this
Section 4, become immediately exercisable and the Optionee shall be entitled to
receive (at Optionee's election) upon exercise of such Option and payment of
the applicable Option exercise price, either (1) the number of Shares subject
to such Option, or (2) a cash payment,
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the amount of which shall be determined by the Board by multiplying the number
of shares subject to such Option by the Fair Market Value of the Common Stock;
provided, however, that in the event the transaction contemplated by this
Section 4 involves a merger to be accounted for under the "pooling of
interests" accounting method, then the Board shall have the authority hereunder
to modify the rights of the Optionee under this Section 4 to the extent
necessary in order to preserve the "pooling of interests" accounting treatment
for such merger.
5. General Restrictions. If there is no registration statement
covering the Shares in effect under the Securities Act of 1933, as amended,
then notwithstanding anything contained herein to the contrary, no purported
transfer or exercise of the Option shall be effective without the written
opinion of counsel to the Company that the Common Stock to be acquired pursuant
to the exercise of the Option is being acquired in accordance with the terms of
an applicable exemption from the registration requirements of applicable
federal and state securities laws.
6. Limitation of Rights.
(a) No Stockholder Rights. Neither the Optionee nor the Optionee's
successor or successors in interest shall have any rights as a
stockholder of the Company with respect to the Shares subject to the
Option until the date of issuance of a certificate for such Shares. No
adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or
other rights for which the record date is prior to the date the
certificate is issued, except as otherwise provided in this Agreement.
(b) Limitation as to Directorship. Neither this Agreement, nor the
granting of the Option evidenced hereunder, nor any other action taken
pursuant hereto shall constitute or be evidence of any agreement or
understanding, express or implied, that the Optionee has a right to
continue as a director for any period of time.
7. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon the Optionee to exercise the Option.
8. Governing Laws. This Agreement shall be construed, administered and
enforced according to the laws of the State of Delaware; provided, however,
that no Option may be exercised except, in the reasonable judgment of the
Board, in compliance with exemptions under applicable state securities laws of
the state in which the Optionee resides, and/or any other applicable securities
laws.
9. Transferability. The Option shall not be assignable or transferable
by the Optionee other than (i) to the spouse, children or grandchildren of the
Optionee ("Immediate Family Members"), (ii) to a trust or trusts for the
exclusive benefit of such Immediate Family Members, (iii) to a partnership in
which such Immediate Family Members are the only partners, (iv) to an entity
exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any
successor provision, or (v) to a split interest trust or pooled income fund
described in Section 2522(c)(2) of the
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Code or any successor provision; provided, however, that (x) there shall be no
consideration for any such transfer, and (y) other transfers by the Optionee,
or any subsequent transfer of transferred Options by a transferee, shall be
prohibited, except those by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code or
Title I of the Employee Retirement Income Security Act of 1974, as amended; and
provided, further, that following transfer, for purpose of elections to
exercise the Option and the sale or merger and change in control provisions of
the Plan and of Section 4 of this Agreement, the terms "Non-Employee Director,"
as used in the Plan, and "Optionee," as used in this Agreement, shall be deemed
to include the transferee, but the Option otherwise shall continue to be
subject to the same terms and conditions that were applicable immediately prior
to transfer. The Company shall have no obligation to register with any federal
or state securities commission or agency any Common Stock issuable or issued
under the Option in the event that the Option has been transferred by the
Optionee under Section 5(h) of the Plan or under this Section 9.
10. Successors. This Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and permitted assigns
of the parties.
IN WITNESS WHEREOF, the parties have executed and sealed this
Agreement on the day and year first written above.
PER-SE TECHNOLOGIES, INC.
By: ___________________________________
Name:
[CORPORATE SEAL] Title:
ATTEST:
___________________________________
Name:
Title:
OPTIONEE
_____________________________________(Seal)
Name:
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EXHIBIT A
NOTICE OF EXERCISE OF PER-SE TECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION TO PURCHASE
COMMON STOCK OF PER-SE TECHNOLOGIES, INC.
Name: _____________________________
Address: _____________________________
_____________________________
Date: _____________________________
Per-Se Technologies, Inc.
0000 Xx. Xxxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: President
Re: Exercise of Per-Se Technologies, Inc. Non-Employee Director Stock
Option
Ladies and Gentlemen:
Subject to acceptance hereof in writing by Per-Se Technologies, Inc.
(the "Company") pursuant to the provisions of the Per-Se Technologies, Inc.
Non-Employee Director Stock Option Plan, I hereby elect to exercise options
granted to me to purchase __________ shares of Common Stock, par value $.01 per
share, of the Company under the Per-Se Technologies, Inc. Non-Employee Director
Stock Option Agreement dated the ____ day of ____________, _____, at a price of
$_______ per share.
Enclosed is $__________________ for the full purchase price in the
form of _____________________.
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As soon as the Stock Certificate is registered in my name, please
deliver it to me at the above address.
Very truly yours,
-----------------------------------
Name:
----------------------------------
AGREED TO AND ACCEPTED:
PER-SE TECHNOLOGIES, INC.
By: __________________________________
Title: _______________________________
Number of Shares
Exercised: ___________________________
Number of Shares
Remaining: ___________________________
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