EXHIBIT 10-W
STOCK OPTION AGREEMENT made as of the 15th day of April 2000 between
SANDATA, INC., a Delaware corporation (the "Company"), and Xxxxxxx Xxxxxx (the
"Optionee").
WHEREAS, the Optionee is an employee of the Company or a subsidiary
thereof;
WHEREAS, the Company desires to provide to the Optionee an additional
incentive to promote the success of the Company;
NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee (the "Grant") the right and option to purchase Common
Shares of the Company under and pursuant to the terms and conditions of the 1998
Stock Option Plan (the "Plan") and upon and subject to the following terms and
conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to One Hundred Thousand (100,000) Common
Shares of the Company (the "Option Shares") during the following periods:
(a) All or any part of Thirty-Three Thousand Three Hundred Forty (33,340)
Common Shares may be purchased during the period commencing on January
31, 2001 and terminating at 5:00 P.M. on January 31, 2007 (the
"Expiration Date").
(b) All or any part of Thirty-Three Thousand Three Hundred Thirty (33,330)
Common Shares may be purchased during the period commencing on January
31, 2002 and terminating at 5:00 P.M. on the Expiration Date.
(c) All or any part of Thirty-Three Thousand Three Hundred Thirty (33,330)
Common Shares may be purchased during the period commencing on January
31, 2003 and terminating at 5:00 P.M. on the Expiration Date.
2. NATURE OF OPTION. Such Options to purchase the Option Shares are
intended to meet the requirements of Section 422 of the Internal Revenue Code of
1986, as amended, relating to "incentive stock options".
3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be
Three Dollars and no cents ($3.00) (the "Option Price"). The Company shall pay
all original issue or transfer taxes on the exercise of the Option.
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance with
the provisions of the Plan. As soon as practicable after the receipt of notice
of exercise (in the form annexed hereto as Exhibit A) and payment of the Option
Price as provided for in the Plan, the Company shall tender to the Optionee
certificates issued in the Optionee's name evidencing the number of Option
Shares covered thereby.
5. TRANSFERABILITY. The Option shall not be transferable other than by will
or the laws of descent and distribution and, during the Optionee's lifetime,
shall not be exercisable by any person other than the Optionee.
6. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
7. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, 00 Xxxxxx
Xxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx 00000, Attention: Secretary and to the
Optionee at the address indicated below. Notices shall be deemed to have been
given on the date of hand delivery or mailing, except notices of change of
address, which shall be deemed to have been given when received.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns.
9. REGISTRATION. The underlying shares will be registered whenever the next
Registration Statement is filed.
10. ACCELERATION. If the Company is separated or reorganized, or merged or
consolidated with another corporation during the Employment Period (as defined
in that certain Employment Agreement between Xxxxxxx Xxxxxx and Sandata, Inc
dated April 15, 2000), there shall be substituted for the shares issuable upon
exercise of the outstanding Options an appropriate number of shares of each
class of stock, other securities or other assets of the separated or
reorganized, or merged or consolidated corporation which were distributed to the
shareholders of the Company in respect of such shares; provided, however, that
100% of the total number of options may be exercised in full by the Optionee as
of the effective date of any such separation, reorganization, merger, or
consolidation of the Company without regard to the installment exercise
provisions of this Stock Option Agreement, by the Optionee giving notice in
writing to the Company of his intention to so exercise.
11. ANTI DILUTION. The number of shares underlying the options governed by
this Agreement and the purchase price thereof will be adjusted to reflect any
stock splits, reorganizations, recapitalizations or similar transactions.
12. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains the
entire understanding of the parties hereto with respect to the subject matter
hereof and may be modified only by an instrument executed by the party sought to
be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
SANDATA, INC.
By:__________________________
/s/Xxxxxxx Xxxxxx
Signature of Optionee
Xxxxxxx Xxxxxx
_____________________________
Name of Optionee
_____________________________
Address of Optionee
EXHIBIT A
SANDATA, INC.
OPTION EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the within Option
dated April 15, 2000 to the extent of purchasing Common Shares of Sandata, Inc.
The undersigned hereby makes a payment of $ in payment therefor.
Xxxxxxx Xxxxxx
____________________________
Name of Optionee
____________________________
Signature of Optionee
____________________________
Address of Holder
____________________________
Date
