INTEGRAMED AMERICA, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
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To: <>:
We are pleased to notify you that by the determination of the
Board of Directors (hereinafter called the "Board") a non-qualified stock option
to purchase <> shares of the Common Stock of IntegraMed America, Inc.
(herein called the "Company") at a price of <> per share has this
<> day of <> 2002 been granted to you under the Company's 2000
Long-Term Compensation Plan (herein called the "Plan"). This option may be
exercised only upon the terms and conditions set forth below.
1. Purpose of Option.
The purpose of the Plan under which this non-qualified stock
option has been granted is to further the growth and development of the Company,
its direct and indirect subsidiaries, and the entities with which the Company
collaborates to deliver services (hereinafter, "Collaborating Entities") by
encouraging key employees, directors, consultants, agents, independent
contractors and other persons who contribute and are expected to contribute
materially to the Company's success to obtain a proprietary interest in the
Company through the ownership of stock, thereby providing such persons with an
added incentive to promote the best interests of the Company, and affording the
Company a means of attracting to its service persons of outstanding ability.
2. Acceptance of Option Agreement.
Your execution of this non-qualified stock option agreement
will indicate your acceptance of and your willingness to be bound by its terms;
it imposes no obligation upon you to purchase any of the shares subject to the
option. Your obligation to purchase shares can arise only upon your exercise of
the option in the manner set forth in paragraph 4 hereof.
3. When Option May Be Exercised.
The option granted you hereunder may not be exercised for a
period of one year from the date of its grant by the Board as set forth above.
Thereafter, 50% of the Aggregate Number shall be first exercisable one year from
the date of grant and the balance shall be exercisable two years from the date
of grant. This option may not be exercised for less than ten shares at any one
time (or the remaining shares then purchasable if less than ten) and expires at
the end of ten years from the date of grant whether or not it has been duly
exercised, unless sooner terminated as provided in paragraphs 5, 6 and 7 hereof.
4. How Option May Be Exercised
This option is exercisable by a written notice signed by you
and delivered to the Company at its executive offices, signifying your election
to exercise the option. The notice must state the number of shares of Common
Stock as to which your option is being exercised, must contain a statement by
you (in a form acceptable to the Company) that such shares are being acquired by
you for investment and not with a view to their distribution or resale (unless a
registration statement covering the shares purchasable has been declared
effective by the Securities and Exchange Commission) and must be accompanied by
cash or check to the order of the Company for the full purchase price of the
shares being purchased, plus such amount, if any, as is required for withholding
taxes; provided, however, with the consent of the Board or such officer of the
Company as may be authorized by the Board from time to time, the purchase price
and such amount, if any, as is required for withholding taxes may be paid by the
surrender of Common Stock in good form for transfer owned by the person
exercising the Option and having a Fair Market value (as defined in the Plan) on
the date of exercise equal to the purchase price and such amount, if any, as is
required for withholding taxes, or in any combination of cash and Common Stock
so long as the total of the cash so paid and the Fair Market Value of the Common
Stock equals the purchase price and such amount, if any, as is required for
withholding taxes, and the Common Stock so surrendered, if originally issued to
you upon exercise of an option granted by the Company, shall have been held by
you for more than six (6) months. Any Common Stock delivered in satisfaction of
all or any portion of the purchase price shall be appropriately endorsed for
transfer and assignment to the Company. No shares shall be issued until full
payment therefor has been made, and any withholding obligation of the Company
has been satisfied.
If notice of the exercise of this option is given by a person
or persons other than you, the Company may require, as a condition to the
exercise of this option, the submission to the Company of appropriate proof of
the right of such person or persons to exercise this option.
Certificates for shares of the Common Stock so purchased will
be issued as soon as practicable. The Company, however, shall not be required to
issue or deliver a certificate for any shares until it has complied with all
requirements of the Securities Act of 1933, the Securities Exchange Act of 1934,
any stock exchange on which the Company's Common Stock may then be listed and
all applicable state laws in connection with the issuance or sale of such shares
or the listing of such shares on said exchange. Until the issuance of the
certificate for such shares, you or such other person as may be entitled to
exercise this option, shall have none of the rights of a stockholder with
respect to shares subject to this option.
You shall promptly advise the Company of any sale of shares of
Common Stock issued upon exercise of this option which occurs within one year
from the date of the exercise of this option relating to the issuance of such
shares.
5. Termination of Employment.
If your employment with the Company (or a subsidiary thereof)
is terminated for any reason other than by death or disability or, if a
non-employee, your engagement by the Company (or a subsidiary) or employment by
or engagement with a Collaborating Entity is terminated for any reason, this
option shall terminate, lapse and expire on the date falling three months after
termination of such employment or engagement, but in no event subsequent to the
expiration date of this option.
6. Disability.
If your employment with the Company (or a subsidiary thereof)
is terminated by reason of your disability, you may exercise, within one year
from the date of such termination, that portion of this option which was
exercisable by you at the date of such termination, provided, however, that such
exercise occurs on or prior to the expiration date of this option.
7. Death.
If you die while employed by the Company (or a subsidiary
thereof) or within six months after termination of your employment due to
disability or within three months after termination of your employment for any
other reason, that portion of this option which was exercisable by you at the
date of your death may be exercised by your legatee or legatees under your Will,
or by your personal representatives or distributees, within one year from the
date of your death, but in no event subsequent to the expiration date of this
option.
8. Non-Transferability of Option.
This option shall not be transferable except by Will or the
laws of descent and distribution, and may be exercised during your lifetime only
by you.
9. Adjustments upon Changes in Capitalization.
If at any time after the date of grant of this option, the
Company shall, by stock dividend, split-up, combination, reclassification or
exchange, or through merger or consolidation, or otherwise, change its shares of
Common Stock into a different number or kind or class of shares or other
securities or property, then the number of shares covered by this option and the
price of each such share shall be proportionately adjusted for any such change
by the Board whose determination shall be conclusive. Any fraction of a share
resulting from any adjustment shall be eliminated and the price per share of the
remaining shares subject to this option adjusted accordingly.
10. Subject to Terms of the Plan.
This non-qualified stock option agreement shall be subject in
all respects to the terms and conditions of the Plan and in the event of any
question or controversy relating to the terms of the Plan, the decision of the
Board shall be conclusive.
11. Tax Status.
This option does not qualify as an "incentive stock option"
under the provisions of Section 422 of the Internal Revenue Code of 1986, as
amended, and the income tax implications of your receipt of a non-qualified
stock option and your exercise of such an option should be discussed with your
tax counsel.
Sincerely yours,
INTEGRAMED AMERICA, INC.
By:
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Xxxxxxx Xxxxx
President and Chief Executive Officer
Agreed to and accepted this
___ day of _________, 200_.
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Signature of Optionee
