Exhibit 4.2
STAT HEALTHCARE, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
STAT Healthcare, Inc., a Delaware corporation (the "Company"), has granted
to Xxxxxxx X. Xxxxxxxxx (the "Optionee"), an option to purchase a total of
10,000 shares of Common Stock (the "Shares"), at the price determined as
provided herein, and subject to the terms herein.
1. Nature of the Option. This Option is a nonstatutory option not intended to
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satisfy the requirements of Section 422 of the Code.
2. Exercise Price. The exercise price is $2.75 for each share of Common
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Stock, which price is not less than the fair market value per share of the
Common Stock on the date of grant.
3. Exercise of Option. This Option shall be exercisable during its term as
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follows:
(i) Right to Exercise
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(a) Subject to subsections 3(i) (b) and (c) below, this Option shall
vest at the rate of twenty-five percent (25%) per year for four
(4) years.
(b) This Option may not be exercised for a fraction of a share.
(c) In the event of Optionee's death, disability or other termination
of services, the exercisability of the Option is governed by
Sections 6, 7 and 8 below.
(ii) Method of Exercise. This Option shall be exercisable by written
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notice which shall state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised,
and such other representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may
be required by the Company pursuant to the provisions of the Plan.
Such written notice shall be signed by the Optionee and shall be
delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of the
exercise price. This Option shall be deemed to be exercised upon
receipt by the Company of such written notice accompanied by the
exercise price.
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No shares will be issued pursuant to the exercise of an Option unless
such issuance and such exercise shall comply with all relevant
provisions of law and the requirements and any stock exchange upon
which the Shares may then be listed. Assuming such compliance, the
Shares shall be considered transferred to the Optionee on the date on
which the Option is exercised with respect to such Shares.
4. Optionee's Representations. In the event the Shares purchasable pursuant
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to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised,
Optionee shall, upon the Company's request, concurrently with the exercise
of all or any portion of this Option, deliver to the Company its Investment
Representation Statement in the form attached hereto as Exhibit "A".
5. Method of Payment. Payment of the exercise price shall be by any of the
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following, or a combination thereof, at the election of the Optionee:
(i) cash; or
(ii) check.
6. Termination of Director Status. If Optionee ceases to serve as a Director,
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Optionee may, but only within thirty (30) days after the date of such
cessation, exercise this Option to the extent that Optionee was entitled to
exercise it at the date of such cessation of service. To the extent that
Optionee was not entitled to exercise this Option at the date of such
cessation of service or if Optionee does not exercise this Option within
the time specified herein, this Option shall terminate.
7. Disability of Optionee. Notwithstanding the provisions in Section 6 above,
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if Optionee is unable to continue his service with the Company as a result
of his total and permanent disability (as defined in Section 22(e)(3) of
the Code), Optionee may, but only within six (6) months from the date of
cessation of service, exercise this Option to the extent Optionee was
entitled to exercise it at the date of such termination. To the extent
that Optionee was not entitled to exercise the Option at the date of
termination, or if Optionee does not exercise such Option (which he was
entitled to exercise) within the time specified herein, the Option shall
terminate.
8. Death of Optionee. In the event of the death of Optionee:
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(i) during the term of this Option and while a Director of the Company and
having been in Continuous Status as Director since the date of grant
of the Option, the Option may be exercised, at any time within six (6)
months following the date of death, by Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that had
accrued at the date of death; or
(ii) within thirty (30) days after the termination of Optionee's Continued
Status as a Director, the Option may be exercised, at any time within
six (6) months following the date of death, by Optionee's estate or by
a person who acquired the right to exercise the Option by Bequest or
inheritance, but only to the extent of the right to exercise that had
accrued at the date of termination.
9. Adjustments Upon Changes in Capitalization or Merger. Subject to any
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required action by the shareholders of the Company, the number of shares
of Common Stock covered by this Option, as well as the price per share of
Common Stock covered by this Option, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase
or decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion
of any convertible securities of the Company shall not be deemed to have
been "effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option.
In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board.
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The Board may, in the exercise of its sole discretion, in such instances,
declare that this Option shall terminate as of a date fixed by the Board
and give Optionee the right to exercise this Option as to all or any part
of the Shares, including Shares as to which the Option would not otherwise
be exercisable. In the event of a proposed sale of all or substantially all
of the assets of the Company, or the merger of the Company with or into
another corporation, the Option shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or
subsidiary of each in lieu of such assumption or substituted by such
successor corporation or a parent or subsidiary of each successor
corporation, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, that Optionee
shall have the right to exercise the Option as to all of the Shares,
including Shares as to which the Option would not otherwise be exercisable.
If the Board makes this Option fully exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall
notify Optionee that this Option shall be fully exercisable for a period of
thirty (30) days from the date of such notice, and this Option will
terminate upon the expiration of such period.
10. Non-Transferability of Option. This Option may not be transferred in any
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manner. The terms of this Option shall be binding upon the successors and
assigns of the Optionee.
11. Term of Option. This Option may not be exercised more than five years from
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the date of grant of this Option.
12. Restrictions on Common Stock. The Common Stock issuable upon exercise of
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this Option shall be subject to the terms, conditions, rights and
restrictions of that certain Shareholders' Agreement and/or Voting
Agreement by and among the Company and its shareholders, if any, which such
agreement is incorporated herein by this reference.
13. Definitions. As used herein, the following definitions shall
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apply:
(i) "Code" shall mean the Internal Revenue Code of 1986, as amended.
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(ii) "Continuous Status as a Director" shall mean the absence of any
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interruption or termination of service as a Director. Continuous
Status as a Director shall not be considered interrupted in the case
of sick leave, military leave, or any other leave of absence approved
by the Board.
DATE OF GRANT: June 29, 1995
STAT Healthcare, Inc.
a Delaware Corporation
By: ______________________________
Dated:
______________________________
Xxxxxxx X. Xxxxxxxxx, Optionee
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