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EXHIBIT 4(d)
FORM OF STOCK OPTION AGREEMENT
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RESPONSE ONCOLOGY, INC.
1996 STOCK INCENTIVE PLAN
GRANT OF INCENTIVE STOCK OPTIONS
Date of Grant: ________________, 1996
THIS GRANT, dated as of the date of grant first stated above (the
"Date of Grant"), is delivered by Response Oncology, Inc., a Tennessee
corporation (the "Company") to ________ (the "Grantee"), who is an officer and
employee of the Company.
WHEREAS, the Board of Directors of the Company (the "Board") on
December 13, 1995, adopted the Company's 1996 Stock Incentive Plan (the
"Plan"), which was approved by the shareholders at the Annual Meeting of the
shareholders of the Company held on May 16, 1996;
WHEREAS, the Plan provides for the granting of stock awards, which may
include non-qualified or incentive stock options, restricted stock, and/or
stock appreciation rights, by the Compensation Committee of the Board (the
"Committee") to employees, advisors, consultants, or outside directors of the
Company to purchase, or to exercise certain rights with respect to, shares of
the Common Stock of the Company, par value $.01 per share (the "Common Stock"),
in accordance with the terms and provisions thereof; and
WHEREAS, the Committee considers the Grantee to be a person who is
eligible for a grant of incentive stock options under the Plan, and has
determined that it would be in the best interest of the Company to grant the
incentive stock options documented herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows with respect to the grant described herein.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to such terms in the Plan.
1. GRANT OF OPTION AND STOCK APPRECIATION RIGHTS.
Subject to approval of the Plan by the shareholders of the Company and
to the terms and conditions of the Plan and as hereinafter set forth, the
Company, with the approval and at the direction of the Committee, hereby grants
to the Grantee, as of the Date of Grant, an option to purchase up to _________
shares of Common Stock at a price of $_____ per share, which the Committee has
determined in good faith to be the Fair Market Value of the Common Stock as of
the Date of Grant. Such option is hereinafter referred to as the "Option" and
the shares of stock purchasable upon exercise of the Option are hereinafter
sometimes referred to as the "Option Stock." The Option is intended by the
parties hereto to be, and shall be treated as, an Incentive Stock Option (as
such term is defined under Section 422 of the Code and in the Plan) to the
fullest extent permitted by the Code. Any portion of the Option not satisfying
the conditions related to Incentive Stock Options under said section of the
Code shall be deemed a Non-Qualified Stock Option under the Plan. In addition,
the Company, with the approval of the Committee, hereby grants, in tandem with
the Option, a SAR equal to the number of shares of Option Stock, which SAR
shall be exercisable at the same time and on the same terms and conditions as
the Option. If and to the extent the Grantee shall exercise the SAR granted
hereunder, then the number of shares of Option Stock subject to acquistion upon
exercise of the Option shall be decreased by the number of SARs exercised.
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2. VESTING AND EXERCISE.
The Option and SARs granted pursuant to paragraph 1 of this Grant of
Incentive Stock Options shall vest 20% on the Date of Grant and 20% on each
anniversary of the Date of Grant until fully vested. In the event that the
Grantee's employment is voluntarily terminated or the Grantee shall suffer a
Termination with Cause, then the unexercised portion of the Option and SARs
shall no longer be exercisable, and the Option shall be forfeited by the
Grantee.
Subject to such further limitations as are provided herein, the Option
and SARs shall become exercisable in five (5) installments, the Grantee having
the right hereunder to purchase from the Company the following number of shares
of Option Stock upon exercise of the Option (or, in lieu thereof, cash upon
exercise of SARs), on and after the following dates:
Date Shares
Notwithstanding the foregoing, the Option and SARs shall automatically
vest and become immediately exercisable in the event of the Grantee's Death,
Disability or Retirement or in the event of a Change in Control or Imminent
Change in Control of the Company.
3. TERMINATION OF OPTION AND SARS.
The Option and SARs and all rights hereunder with respect thereto, to
the extent such rights shall not have been exercised, shall terminate and
become null and void after the expiration of ten (10) years from the Date of
Grant (the "Option Term"), unless terminated earlier pursuant to the terms of
this Option Grant.
4. EXERCISE OF OPTIONS AND SARS.
(a) The Grantee may exercise the Option or SARs with respect to all or
any part of the number of shares of Option Stock then exercisable hereunder by
giving the Secretary of the Company written notice of intent to exercise. The
notice of exercise shall specify the number of shares of Option Stock as to
which the Option is to be exercised, whether the exercise is of the Option or
SARS and the date of exercise thereof, which date shall be at least five (5)
days after the giving of such notice unless an earlier time shall have been
mutually agreed upon.
(b) Full payment in cash (in U.S. dollars) by the Grantee of the Option
Price for the shares of Option Stock purchased shall be made on or before the
exercise date specified in the notice of exercise of the Option. Upon receipt of
such payment, the Company shall cause to be delivered to the Grantee, a
certificate or certificates for the shares of Option Stock then being purchased
(out of theretofore unissued Stock or reacquired Stock, as the Company may
elect). The obligation of the Company to deliver the Option Stock shall,
however, be subject to the condition that if at any time the Committee shall
determine in its discretion that the listing, registration or qualification of
the Option or the shares of Option Stock upon any securities exchange or under
any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with the Option or the issuance or purchase of shares of Option Stock
thereunder, the Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee. If
the exercise relates to SARs, then the Company will deliver to the Grantee cash
(in U.S. dollars) in the amount determined in accordance with rules or
procedures established by the Committee in respect of the exercise of SARs.
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(c) If the Grantee fails to pay the Option Price for any of the shares
of Option Stock specified in such notice or fails to accept delivery thereof,
the Grantee's right to purchase such shares of Option Stock may be terminated by
the Company. The date specified in the Grantee's notice as the date of exercise
shall be deemed the date of exercise of the Option, provided that payment in
full of the Option Price for the shares of Option Stock to be purchased upon
such exercise shall have been received by such date.
5. ADJUSTMENT OF AND CHANGES IN COMMON STOCK OF THE COMPANY.
In the event of a reorganization, recapitalization, change of shares,
stock split, spin-off, stock dividend, reclassification, subdivision or
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure of shares of capital stock of the Company, the
Committee shall have the sole and absolute discretion to make any adjustment as
it deems appropriate in the number and kind of shares of Common Stock or other
securities of the Company or any successor entity subject to the Option or in
the Exercise Price and other terms and conditions of the Option or in the number
of SARs and the pricing thereof; provided, however, that no such adjustment
shall give the Grantee any additional benefits under the Option or SARs.
6. NO RIGHTS OF SHAREHOLDERS.
Neither the Grantee nor any personal representative shall be, or shall
have any of the rights and privileges of, a shareholder of the Company with
respect to any shares of Option Stock purchasable or issuable upon the exercise
of the Option, in whole or in part, prior to the date of exercise of the Option.
7. NON-TRANSFERABILITY OF OPTION.
During the Grantee's lifetime, the Option hereunder shall be
exercisable only by the Grantee or any guardian or legal representative of the
Grantee, and the Option shall not be transferable except, in case of the death
of the Grantee, by will or the laws of descent and distribution, nor shall the
Option be subject to attachment, execution or other similar process. In the
event of (a) any attempt by the Grantee to alienate, assign, pledge, hypothecate
or otherwise dispose of the Option, except as provided for herein, or (b) the
levy of any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate the Option by notice to the Grantee
and it shall thereupon become null and void.
8. AMENDMENT OF OPTION AND SARS.
The Option and SARs may be amended by the Board or the Committee at
any time (i) if the Board or the Committee determines, in its sole discretion,
that amendment is necessary or advisable in the light of any addition to or
change in the Internal Revenue Code of 1986 or in the regulations issued
thereunder, or any federal or state securities law or other law or regulation,
which change occurs after the Date of Grant and by its terms applies to the
Option; or (ii) other than in the circumstances described in clause (i), with
the consent of the Grantee.
9. NOTICE.
Any notice to the Company provided for in this instrument shall be
addressed to it in care of its Secretary at its executive offices at 0000
Xxxxxx Xxxxx Xxxx., Xxxxxxx, Xxxxxxxxx 00000, and any notice to the Grantee
shall be addressed to the Grantee at the current address shown on the payroll
records of the Company. Any notice shall be deemed to be duly given if and when
properly addressed and posted by registered or certified mail, postage prepaid.
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10. INCORPORATION OF PLAN BY REFERENCE.
The Option and SARS are granted pursuant to the terms of the Plan, the
terms of which are incorporated herein by reference, and the Option and SARs
shall in all respects be interpreted in accordance with the Plan. The Committee
shall interpret and construe the Plan and this instrument, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder.
11. GOVERNING LAW.
The validity, construction, interpretation and effect of this
instrument shall exclusively be governed by and determined in accordance with
the law of the State of Tennessee except to the extent preempted by federal law.
IN WITNESS WHEREOF, the Company has caused its duly authorized
officers to execute this Grant of Incentive Stock Option and the Grantee has
placed his or her signature hereon, effective as of the Date of Xxxxx.
RESPONSE ONCOLOGY, INC.
By:___________________________
Title:________________________
ACCEPTED AND AGREED TO:
By:___________________________
Grantee
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