Exhibit 6.4 Form of Non-qualified Stock Option Agreement
ALLIANCE HEALTHCARD, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS ALLIANCE HEALTHCARD, INC. NONQUALIFIED STOCK OPTION AGREEMENT (the
"Agreement" is made as of the day of , (the "Grant Date"), between
---------- ----------
ALLIANCE HEALTHCARD, INC., a Georgia corporation (the "Company"), and (the
-------
"Optionee").
--------
RECITALS:
--------
The Company has adopted the Alliance HealthCard, Inc. 2000 Stock Option
Plan, (the "Plan"). The Plan provides that the Company may grant to certain
----
individuals who provide services to the Company and its Related Corporations
options to acquire shares of the common stock of the Company. The Company has
determined to grant an option to the Optionee to acquire shares of the common
stock, all in accordance with the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties agree as follows:
1. Grant of Option. The Company hereby grants to Optionee and Optionee hereby
---------------
accepts the right, privilege and option ("Option"), subject to the provisions of
------
this Agreement and the Plan, to purchase shares of Stock (the "Option
------
Shares") at the price of $ ("Option Price") per share of Stock.
------ ------------
2. The Plan. The Plan, as amended from time to time in accordance with its
--------
terms, is hereby incorporated herein by this reference and made a part hereof.
To the extent that anything herein is inconsistent with the Plan, the terms of
the Plan shall control. All capitalized terms not otherwise defined herein
shall have the meanings given to such terms in the Plan. The Optionee
acknowledges that he has been given a copy of the Plan.
3. Nonqualified Stock Option. The Option shall be treated as a Nonqualified
-------------------------
Stock Option.
4. Exercisability and Termination of the Option.
--------------------------------------------
(a) General Vesting Periods. Subject to the other terms and provisions of
-----------------------
this Agreement and the Plan, the Option shall vest and be exercisable with
respect to the indicated percentage of the total number of Option Shares, in
accordance with the following:
NUMBER OF OPTIONS
DATE -----------------
EXERCISABLE EXERCISABLE
-----------
1
(b) Continuous Employment or services with the Company or Related
-------------------------------------------------------------
Corporation Required. Except as provided otherwise in Section 4(c) hereof, and
--------------------
notwithstanding anything to the contrary in Section 4(a) hereof, the Option may
not be exercised unless the Optionee, at the time he exercises the Option, is
then an employee of the Company or a Related Corporation, a board of director of
the Company or service provider to the Company.
(c) Termination of Services. Upon the Optionee's termination of services
-----------------------
with the Company or any Related Corporation for any reason (including death or
disability), the Option shall terminate as of the date of such termination of
services with respect to the percentage of the total number of Option Shares
with respect to which the Option was not vested and exercisable pursuant to
Section 4(a) hereof. With respect to the portion of the Option that is not so
terminated, the Option shall be exercisable and shall terminate following such
termination of services as hereinafter provided in this Section 4(c).
(i) Termination of Services Other Than Due to Death or
-------------------------------------------------
Disability. If the Optionee during his life ceases to provide services to the
----------
Company or any Related Corporation for any reason, then, except as otherwise
provided in Section 4(c)(ii) hereof, the Option shall thereafter be exercisable
until the earlier of (A) the date which is three (3) months after the date of
such termination of employment or services, or (B) the Termination Date,
whereupon the Option shall cease to be exercisable and shall terminate. The
Company shall determine in its sole and absolute discretion the date of the
Optionee's termination of services.
(ii) Termination of Services Due to Death or Disability. If the
--------------------------------------------------
Optionee's services with the Company and any Related Corporation are terminated
due to the Optionee's Total Disability, or if the Optionee dies while providing
services to the Company or a Related Corporation, then in either event, the
Option shall thereafter be exercisable until the earlier of (A) the date which
is one (1) year after the date of such termination of services, or (B) the
Termination Date, whereupon the Option shall cease to be exercisable and shall
terminate. For these purposes, (A) "Total Disability" shall mean the inability
----------------
of the Optionee to engage in any gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months, and (B) the Company shall determine in its sole and
absolute discretion (I) the date of the Optionee's termination of services due
to Total Disability, and (II) whether such termination of services was due to
Total Disability.
(iii) Termination of Employment Due to Cause. If the
--------------------------------------
Optionee's employment with the Company and any Related Corporation is terminated
due to cause, the options shall cease to be exercisable and shall terminate
immediately.
(iv) Accelerated Vesting Schedule. The Optionee's options will
----------------------------
immediately vest at 100% if there is a change in control of the Company as a
result of an acquisition or merger.
5. Procedures Regarding Exercise of Option and Issuance of Plan Stock.
------------------------------------------------------------------
(a) Method of Exercise. The procedure to be followed upon the
--- ------------------
exercise of the Option, and the conditions to the issuance of a certificate
evidencing shares of Plan Stock acquired by exercise of the Option, are set
forth in Section 9 of the Plan and this Section 5.
(b) Payment of Purchase Price. The purchase price for shares of
--- -------------------------
Option Shares acquired pursuant to the exercise of the Option shall be paid
in cash or by check in United States currency.
2
(c) Restrictions on Transfer of Plan Stock; Legends Upon Certificate.
--- ----------------------------------------------------------------
Restrictions applicable to the transfer of Plan Stock are set forth in
Section 10 of the Plan. Certificates evidencing shares of Plan Stock shall
bear such legends as the Committee may determine appropriate in accordance
with the terms of the Plan.
(d) Withholding Taxes. The Company's obligation to issue any shares of
Plan Stock following the exercise of the Option shall in all events be
contingent upon the Optionee making such arrangements which the Company
shall determine to be reasonably satisfactory to permit the Company and/or
any Related Corporation to satisfy any income and employment tax
withholding obligations associated with the exercise of the Option. Such
arrangements may include, but need not necessarily be limited to, deposit
by the Optionee with the Company of amounts sufficient to satisfy the
amount of such withholding obligations, and increased withholding from cash
compensation otherwise payable to the Optionee by the Company or a Related
Corporation.
6. Reclassification, Consolidation, or Merger. The number of Option
------------------------------------------
Shares which may be acquired pursuant to exercise of the Option and the exercise
price thereof shall be subject to adjustment upon the occurrence of certain
specified events in accordance with Section 10 of the Plan.
7. Rights Prior to Exercise of Option. The Option is not transferable by
----------------------------------
Optionee, except in the event of the Optionee's death as provided herein, and
during Optionee's lifetime shall be exercisable only by Optionee. The Option
shall confer no rights of the Optionee to act as a shareholder with respect to
any of the Option Shares until payment of the option price and delivery of a
share certificate has been made.
8. Additional Information. Until the earlier of exercise or expiration
----------------------
of the Option in accordance with the terms hereof and of the Plan ("Option
------
Term"), the Company covenants and agrees to provide the Optionee copies of all
----
financial statements, press releases, notices, proxy statements, and other
material documents sent by the Company to its stockholders, and to provide any
other financial or other material non-confidential information regarding the
Company as the Optionee shall reasonably request.
9. Optionee's Representations and Warranties. By execution of this
-----------------------------------------
Agreement, Optionee represents and warrants to the Company as follows:
(a) Optionee is accepting this Option solely for Optionee's own
account for investment and not with a view to or for sale or distribution of the
Option or the Option shares and not with any present intention of selling,
offering to sell, or otherwise disposing of or distributing the Option or the
Option Shares. The entire legal and beneficial interest of the Option herein
accepted is for and will be held for the account of the Optionee only and
neither in whole nor part for any other person.
(b) Optionee resides in the State of ___________and the Optionee's
mailing address is as follows:
_______________________________
_______________________________
_______________________________
(c) Optionee provides services to the Company or a Related Corporation
and is familiar with the Company and its plans, operations and financial
condition. Prior to the acceptance of this Option, Optionee has received and
reviewed the documents described in Exhibit "A" attached hereto and
-----------
all other
3
information as Optionee deems necessary and appropriate to enable an evaluation
of the advisability of entering into this Agreement.
(d) Optionee acknowledges that the Option and Option shares are to be
granted or issued and sold to Optionee without registration in reliance upon
certain exemptions under the Federal Securities Act of 1933, as amended, and in
reliance upon certain exemptions from registration requirements under applicable
state securities laws.
(e) Optionee will make no transfer or assignment of any of the Option
Shares except in compliance with the Federal Securities Act of 1933, as amended,
or any other applicable securities laws. Optionee consents and agrees that a
legend to such effect may be affixed to the certificate or certificates
representing the Option Shares issued to Optionee.
(f) Optionee is aware that no federal or state agency has made the
recommendation or endorsement of the Option Shares or any finding or
determination as to the fairness of the investment in such Option Shares.
(g) Optionee has full legal power and authority to execute and deliver
and to perform Optionee's obligations under this Agreement, and such execution,
delivery and performance will not violate any agreement, contract, law, rule,
decree or other legal restriction by which Optionee is bound.
(h) Optionee acknowledges and understands that this Agreement is not
designed to comply with Section 422 of the Internal Revenue Code of 1986, as
amended. Optionee further understands that the Company makes no warranties or
representations regarding the impact the Option or the exercise of the Option
will have on Optionee's federal or particular state income tax liabilities.
(i) Optionee has had an opportunity to ask questions of and receive
answers from the Company, or a person or persons acting on its behalf,
concerning the terms and conditions of this Option.
(j) Optionee has taxable income and a net worth sufficient to provide
for Optionee's current needs and possible personal contingencies; and has no
need for liquidity of an investment in the Company.
(k) Optionee has such knowledge and experience in financial matters
that Optionee is capable of evaluating the relative risks and merits of an
investment in the Company.
The Company may require that the Optionee provide it with a certificate at the
time of exercise of this Option confirming that the representations and
warranties set forth in this Section 9 are true and correct as of the date of
exercise or with such other documents or instruments as may be necessary or
desirable in order to establish that the issuance is exempt from registration
under or to comply with the requirements of all federal and applicable state
securities laws.
10. Binding Effect. This Agreement shall inure to the benefit of and be
--------------
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns. Notwithstanding anything to the
contrary herein, no pledge, hypothecation, sale, transfer, assignment or other
disposition of any Stock or any interest therein shall be valid unless the terms
of this Agreement have been complied with.
4
11. No Right to Continued Service With the Company. Neither the grant of
----------------------------------------------
the Option nor this Agreement entitles the Optionee to continue providing
services to the Company or any Related Corporation. Neither shall the grant of
the Option nor the Agreement restrict or limit the right and ability of the
Company and any Related Corporation to terminate such services.
12. Further Assurances. The parties to this Agreement agree to execute
------------------
and deliver in a timely fashion any and all additional documents necessary to
effectuate the purposes of this Agreement.
13. Miscellaneous. This Agreement shall be governed by and construed
-------------
under the laws of the State of Georgia. If any term or provision hereof shall
be held invalid or unenforceable, the remaining terms and provisions hereof
shall continue in full force and effect. Any modification to this Agreement
shall not be effective unless the same shall be in writing and such writing
shall be signed by the parties hereto. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes and terminates all prior understandings, agreements, or arrangements
between the parties, both oral and written, with respect thereto. The terms of
this Agreement shall survive the exercise of the Option by Optionee and shall
attach to the Option Shares thereafter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
COMPANY:
ALLIANCE HEALTHCARD, INC.
By: ____________________________
Name: __________________________
Title:__________________________
OPTIONEE:
________________________________
Name:
5
EXHIBIT A
---------
Information Package to Stock Option Optionee
--------------------------------------------
1. Alliance HealthCard, Inc., 2000 Stock Option Plan
NOTE: Prior to exercising the Option, Optionee shall notify the Company that
he is considering exercising the Option, and the Company shall provide
the Optionee with copies of information regarding the Company useful
for evaluating the investment in the Option Shares. In addition, the
Company agrees to provide such other non-confidential information
regarding the Company as the Optionee shall reasonably request.
6
