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EXHIBIT 10.25
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STOCK OPTION AGREEMENT
20,000 SHARES*
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Date of Grant: November 21, 1997
Expiration Date: November 21, 2007
Exercise Price: $15.06 Per Share
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TO: Xxxxxxx X. Xxxxxx, Xx.
In recognition of the importance of your contributions to Sterile
Recoveries, Inc. and to enhance your interest in its sustained success and
profitability, you have been granted as of the Date of Grant stated above a
non-qualified stock option to purchase up to 20,000 shares of its common stock,
$.001 par value, at an exercise price of $15.06 per share, subject to all the
following terms and conditions:
1. DEFINITIONS. As used in this Agreement, the capitalized terms
defined below have the respective meanings ascribed to them:
"ADMINISTRATIVE COMMITTEE" means the Board of Directors of the Company
or any Committee of the Company's Board of Directors which has been appointed
to administer the Company's 1995 Stock Option Plan.
"AGREEMENT" means this Stock Option Agreement, as originally executed
by you and the Company, and as subsequently amended or modified in accordance
with its terms.
"BOARD OF DIRECTORS" means the Board of Directors of the Company.
"CHANGE IN CONTROL" means any of the following: (a) the shareholders
of the Company approve a liquidation of all or substantially all the
consolidated assets of the
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*The shares granted under this Agreement are not subject to any of the
company's Stock Option Plan.
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Company and its Subsidiaries, other than a liquidation of a Subsidiary into
the Company or another Subsidiary (unless the transaction is subsequently
abandoned or otherwise fails to occur); (b) the shareholders of the Company
approve a sale, lease, exchange, or other transfer to any person other than the
Company or a Subsidiary (in a single transaction or related series of
transactions) of all or substantially all of consolidated assets of the Company
and its Subsidiaries, excluding the creation (but not the foreclosure) of a
lien, mortgage, or security interest (unless the transaction is subsequently
abandoned or otherwise fails to occur); (c) the shareholders of the Company
approve a merger, consolidation, reorganization, tender offer, exchange offer,
or share exchange in which the Company will not be the surviving corporation or
will become a majority-owned subsidiary of a person other than a Subsidiary
(unless the transaction is subsequently abandoned or otherwise fails to occur);
or (d) the occurrence of any event, transaction, or arrangement that results in
any person or group becoming a beneficial owner of (i) a majority of the
outstanding Common Stock of the Company or any Subsidiary that contributed more
than 50% of the Company's consolidated revenues for its last fiscal year, (ii)
securities of the Company representing a majority of the combined voting power
of all the outstanding securities of the Company that are entitled to vote
generally in the election of its directors, or (iii) with respect to any
Subsidiary that contributed more than 50% of the Company's consolidated
revenues for its last fiscal year, securities of that Subsidiary representing a
majority of the combined voting power of all the outstanding securities of that
Subsidiary that are entitled to vote generally in the election of its
directors, unless in each case the beneficial owner is the Company, a
Subsidiary, an employee benefit plan sponsored by the Company, a person or
group who is a record or beneficial owner of 25% or more of the outstanding
Shares on the Date of Grant, or a person who becomes a beneficial owner of 25%
or more of the outstanding Shares solely by becoming a trustee of an inter
vivos trust created by a person who is the record or beneficial owner of 25% or
more of the outstanding Shares on the Date of Grant.
"COMMON STOCK" means the common stock, $.001 par value, of the Company.
"COMPANY" means Sterile Recoveries, Inc., a Florida corporation.
"DATE OF GRANT" means the date when the Company authorized the grant
of the Stock Option to you, as stated in the heading of this Agreement.
"EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended, and includes all rules and regulations of the SEC promulgated
under that act.
"INTERNAL REVENUE CODE" means the United States Internal Revenue Code
of 1986, as amended from time to time, or any United States income tax law
subsequently enacted in substitution for that code.
"OPTION YEAR" means each period of 12 consecutive months beginning on
the Date of Grant or on each anniversary of the Date of Grant.
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"PROPRIETARY PROPERTY" means any and all ideas, plans, methods,
discoveries, inventions, developments, improvements, trade secrets,
intellectual property, and other proprietary data, knowledge, and information
that you solely or jointly know, create, conceive, develop, or reduce to
practice while employed by the Company or any subsidiary of the Company and
that directly or indirectly benefits, relates to, or is connected in any way
with, your employment with the Company or any subsidiary of the Company, or any
process, product, formula, business, facility, research, equipment, machinery,
technique, experiment, computer program, software, source code, or user
interface screen, or other development of the Company or any subsidiary of the
Company.
"SHARES" means shares of the Company's common stock, $.001 par value.
"STOCK OPTION" means the non-qualified stock option to purchase Shares
from the Company that is granted to you pursuant to this Agreement.
"SUBSIDIARY" means a corporation of which 80% of its voting securities
are owned directly or indirectly by the Company.
2. EXPIRATION. Unless extended by the Company, the Stock Option
expires at 5:00 P.M., New York time, on the earlier of (a) the date that is ten
years after the Date of Grant, which is the Expiration Date stated in the
heading of this Agreement, or (b) the 180th day after you die. In no event is
the Stock Option exercisable after the Expiration Date stated in the heading of
this Agreement.
3. EXERCISE OF OPTION. The Stock Option is not exercisable until you
accept this Agreement. Thereafter, the Stock Option is exercisable to the
extent and in the manner described in this Agreement. To the extent that it is
exercisable, you may exercise the Stock Option as a whole, in part, or in
increments at any time and from time to time. You may exercise the Stock Option
as to all or any portion of the full number of Shares for which it is
exercisable at any time, but you must exercise the Stock Option before it
expires, and every exercise must be for at least 500 whole Shares. No
fractional Shares will be issued pursuant to the Stock Option. The Stock Option
will become exercisable after each Option year in serial increments equal to
20% of the Shares subject to the Stock Option as follows:
After Option Year Percent Exercisable
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Per Year Cumulatively
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1 20% 20%
2 20% 40%
3 20% 60%
4 20% 80%
5 20% 100%
In addition, the Stock Option will become fully and immediately exercisable as
to all of the Shares on the occurrence of a Change of Control.
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4. METHOD OF EXERCISE. To exercise the Stock Option, you must do the
following before the Stock Option expires: (a) deliver to the Company a written
notice of exercise in the form of Appendix "A" to this Agreement (or such other
form as the Company may subsequently prescribe), specifying the number of
Shares to be purchased; (b) tender to the Company full payment for the Shares
to be purchased pursuant to the exercise of the Stock Option; (c) pay to the
Company, or make an arrangement satisfactory to the Company for the payment of,
any tax withholding required in connection with your exercise of the Stock
Option (including FICA, Medicare, and local, state, or federal income taxes);
and (d) comply with any other reasonable requirements of exercise that the
Company has established. You may pay the exercise price and any tax withholding
for the Shares that you purchase pursuant to the Stock Option by any
combination of cash, money order, personal check, or certified or official bank
check or with Shares valued at fair market value on the exercise date. The
exercise date for each exercise of the Stock Option will be the date when (i)
the Company has received notice of exercise and full payment of the exercise
price, (ii) you have paid to the Company or made a satisfactory arrangement for
the payment of any requisite tax withholding, and (iii) you have satisfied any
other requirements of exercise established by the Company.
5. EMPLOYMENT CONDITION. Except as otherwise provided below, you may
exercise the Stock Option only if you have been in the continuous employment of
the Company or a subsidiary of the Company during the period beginning on the
Date of Grant and ending on the 90th day before the exercise date of the Stock
Option. If your employment with the Company or any subsidiary of the Company is
terminated (voluntarily or involuntarily) at a time when the Stock Option is
exercisable, you may exercise the Stock Option within 90 days following the
effective date of termination. If you cease to be an employee because you die
or suffer a total and permanent disability (within the meaning of section
22(e)(3) of the Internal Revenue Code) at a time when the Stock Option is
exercisable, the Stock Option will continue to be exercisable by you or your
heir, estate or guardian for 12 months following the termination of your
employment because of death or disability. Notwithstanding the foregoing, the
Stock Option is never exercisable after the Expiration Date stated in the
heading of this Agreement. The Stock Option will be exercisable after your
death, disability, or termination of employment only to the extent that it was
exercisable on the date when you ceased to be an employee of the Company or any
of its subsidiaries. The Administrative Committee will decide to what extent
bona fide leaves of absence for illness, temporary disability, military or
governmental service, or other reasons will constitute an interruption of
continuous employment that results in your ceasing to be continuously employed
by the Company or any of its subsidiaries for purposes of the Stock Option. The
award of the Stock Option to you does not create or extend any right for you to
continue to serve as an employee of the Company or any of its subsidiaries, to
participate in any other stock option or employee benefit plan of the Company
or any of its subsidiaries, or to receive the same employee benefits as any
other employee. Furthermore, it does not restrict in any way the right of the
Company or any of its subsidiaries to terminate at any time your employment
with it either at will or as provided in any written employment agreement
between it and you.
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6. NONTRANSFERABILITY OF OPTION. You are prohibited from transferring
the Stock Option, any interest in it, or any right under this Agreement by any
means other than by will or the law of descent and distribution. The Stock
Option is exercisable during your lifetime only by you or your guardian. Any
prohibited transfer (whether by gift, sale, pledge, assignment, hypothecation,
or otherwise) will be invalid and ineffective as to the Company. In addition,
the Stock Option and your rights under this Agreement are not subject to any
lien, levy, attachment, execution, or similar process by creditors. The Company
may cancel the Stock Option by notice to you, if you attempt to make a
prohibited transfer, or if the Stock Option, any interest in it, or any right
under this Agreement becomes subject to a lien, levy, attachment, execution, or
similar process against you by creditors.
7. STOCK CERTIFICATES. Promptly after the Stock Option has been
validly exercised in accordance with the terms of this Agreement, the Company
shall issue and deliver to you, against a written receipt in substantially the
form attached as Appendix "B" to this Agreement, a stock certificate evidencing
your ownership of the Shares that were purchased pursuant to the Stock Option,
plus, instead of any fractional Share to which that person otherwise would be
entitled, a cash sum equal to the product of (a) that fraction, multiplied by
(b) the fair market value of a Share on the exercise date of the Stock Option.
You will not have any rights as a shareholder with respect to any Shares
issuable upon exercise of the Stock Option until the Stock Option has been
validly exercised, the Company has issued and delivered to you a certificate
evidencing those Shares, and your name has been entered as a shareholder of
record in the Company's stock records.
8. INVENTIONS. While employed by the Company or any subsidiary of the
Company and within 30 days after the termination date of your employment with
the Company or any subsidiary of the Company, you fully and promptly shall
disclose in writing to the Company, and hold in trust for the sole right and
benefit of the Company, any and all Proprietary Property, whether or not any of
the Proprietary Property is patentable, capable of copyright or trademark
registration or is created, conceived, developed, or reduced to practice during
normal working hours, at the request of the Company or any subsidiary of the
Company, or before or after the execution date of this Agreement. In
furtherance of the foregoing, you shall assign to the Company all of your
right, title, and interest in and to all Proprietary Property. While employed
by the Company or any subsidiary of the Company and at all times thereafter,
you shall do all things, and execute all documents, including applications for
patents, copyrights, and trademarks and for renewals, extensions, and divisions
thereof, as the Company reasonably may request to carry out the intent and
purposes of this section. If the Company is unable for any reason whatsoever to
obtain your signature or assistance, you irrevocably appoint the Company and
each of its duly authorized officers as your agent and attorney-in-fact, with
full power of substitution, to sign, execute, and file in your name and on your
behalf any document required to prosecute or apply for any foreign or United
States patent, copyright, trademark, or other proprietary protection, including
renewals, extensions, and divisions, and to do all other lawful acts and things
to further the issuance or
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prosecution of a patent, copyright, trademark, or other proprietary protection,
all with the same legal force and effect as if done or executed by you.
9. REPRESENTATIONS AND WARRANTIES. By accepting this Agreement, you
represent and warrant to the Company the following:
(a) You are accepting the Stock Option, and will purchase the Shares
subject to your Stock Option, solely for your own account, as principal,
without a view to, and not for resale in connection with, any distribution or
underwriting of the Stock Option or any Shares, and you are not participating,
directly or indirectly, in any distribution or underwriting of the Stock Option
or any Shares. You are not acquiring the Stock Option, and will not purchase
any Shares pursuant to it, as an agent, nominee, or representative for the
account or benefit of another person or entity, and you have not agreed or
arranged to sell, assign, transfer, subdivide, or otherwise dispose of all or
any part of the Stock Option or the Shares subject to it to another person or
entity.
(b) You understand that (i) no state or federal agency has passed upon
the Stock Option or the Shares or made any finding or determination as to the
fairness of the Stock Option or the Shares as an investment, (ii) the Stock
Option and the Shares subject to it have not been, and will not be, registered
under either the Securities Act of 1933, as amended, or any state securities
law, (iii) those Shares can be offered for sale, sold, assigned, foreclosed or
otherwise transferred only if the transaction is registered under those laws or
qualifies for an available exemption from registration under those laws, and
(iv) the Company has not agreed, and is not obligated to register any resale or
other transfer of any Shares acquired pursuant to the Stock Option under the
Securities Act of 1933, as amended, or any state securities law, or to take any
action to enable you to qualify for an exemption from registration under any of
those laws with respect to a resale or other transfer of those Shares.
(c) You understand that, in furtherance of the transfer restrictions
stated above, (i) the Company will issue stop transfer instructions to its
transfer agent to restrict an impermissible resale or other transfer of the
Shares purchased pursuant to your Stock Option, (ii) each certificate
evidencing those Shares will bear a restrictive legend in substantially the
following form:
A transfer of the securities evidenced by this certificate is
restricted by state and federal securities laws. These securities
cannot be offered for sale, sold, assigned, foreclosed, or
otherwise transferred at any time absent either registration of
the transaction under the Securities Act of 1933, as amended, and
every applicable state securities law or delivery to the issuer of
these securities of a written opinion of legal counsel
satisfactory to it that registration of the transaction under
those laws is not required.
and (iii) a legend substantially identical to the one set forth above will be
placed on every new stock certificate that is issued upon a transfer or
exchange of those Shares.
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(d) You will not offer for sale, sell, assign, pledge, hypothecate, or
otherwise transfer the Shares purchased pursuant to your Stock Option at any
time without either (i) registering the transaction under the Securities Act of
1933, as amended, and every applicable state securities law or (ii) delivering
to the Company a satisfactory written opinion of legal counsel to the effect
that registration of the transaction is not required under any of those laws.
(e) You understand that an established trading market does not exist
for the Shares, and none is likely to develop in the absence of a registered
public offering of the Shares.
10. ANTIDILUTION. If the Company does any of the following (a
"Dilutive Event") at any time before the exercise or expiration of the Stock
Option: (a) splits or subdivides its then-outstanding Shares into a greater or
different number of Shares; (b) reduces the then-outstanding number of Shares
by a reverse stock-split or by otherwise combining those Shares into a smaller
number of Shares; (c) effects any other capital adjustment, recapitalization,
reorganization, or reclassification that has the effect of increasing or
decreasing proportionately the number of outstanding Shares then held by each
shareholder; (d) distributes any of its assets to its shareholders pro rata as
a partial liquidation or return of capital; or (e) declares, issues, or
distributes to the holders of its Common Stock, without separate payment
therefor, (i) a noncash dividend payable in any property or securities of the
Company, including additional Shares, or (ii) any cash, property, or securities
in connection with a spin-off, split-up, reclassification, recapitalization,
combination of shares, or similar rearrangement of the Company's capital stock;
then, upon the subsequent exercise of a Stock Option after the record date for,
or the occurrence of, each Dilutive Event, you will be entitled to receive, in
exchange for the exercise price specified in the Stock Option, and in addition
to (or in substitution for in the case of a reduced number of Shares), the
Shares otherwise issuable upon exercise of the Stock Option, the additional (or
reduced) amount of Shares and other securities and property (including cash)
resulting from the Dilutive Event that you would have been entitled to receive
if (A) you had exercised the Stock Option on the Date of Grant (even if the
Stock Option was not exercisable then) and had been the record owner of the
number of Shares resulting from the exercise during the period beginning on
that date and ending on the actual exercise date of the Stock Option, and (B)
you had retained all Shares and other securities and property (including cash)
receivable by you during that period, after giving effect to all the Dilutive
Events that occurred during that period.
11. CHANGE IN CONTROL. The Stock Option will be subject to the
provisions governing a "Change of Control" of the Company described in Section
5.2 of the Company's 1995 Stock Option Plan.
12. RESERVATION, LISTING, AND DELIVERY OF SHARES. The Company shall
reserve from its authorized but unissued shares of Common Stock and keep
available until the expiration of the Stock Option, solely for issuance upon
the exercise of the Stock Option, the number of Shares issuable at any time
pursuant to the exercise of the Stock Option granted under this Agreement. In
addition, the Company shall take all requisite action to assure that it
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validly and legally may issue fully-paid, nonassessable Shares upon the
exercise of the Stock Option. Also, the Company, at its sole expense, shall
reserve for listing on the National Association of Securities Dealers Automated
Quotation System or any national securities exchange on which the Shares are
listed for trading, upon official notice of issuance pursuant to the exercise
of the Stock Option, the number of Shares issuable at any time upon the
exercise of the Stock Option, and the Company shall maintain that listing until
expiration of the Stock Option.
13. LEGAL PROCEEDINGS. If any dispute arises between you (or your
successors in interest) and the Company with respect to this Agreement or the
Stock Option, the parties shall submit the dispute to mandatory arbitration
before a panel of arbitrators in accordance with the Florida Arbitration Code.
Arbitration will be the sole and exclusive method of resolving the dispute, and
each party will be barred from filing a lawsuit concerning the subject matter
of the arbitration, except to obtain an equitable remedy. The Federal Rules of
Evidence and the discovery provisions of the Federal Rules of Civil Procedure
will apply to the arbitration proceeding.
The arbitration panel will consist of three arbitrators, with one
arbitrator selected by the Company, the second selected by you, and the third,
neutral arbitrator selected by agreement of the first two arbitrators. Each
party shall select an arbitrator and notify the other party of the selection
within 15 days after the effective date of the notice of arbitration and the
two arbitrators selected by the parties shall select the third arbitrator
within 30 days after the effective date of the notice of arbitration. A party
who fails to select an arbitrator within the prescribed 15-day period waives
the right to select an arbitrator or to have an additional, neutral arbitrator
selected by the arbitrator selected by the other party, and the arbitrator
chosen by the other party will constitute the "arbitration panel" for purposes
of this Agreement.
Every arbitrator must be (a) independent (not a relative of yours or
an officer, director, employee, or shareholder of the Company or any subsidiary
of the Company), (b) a corporate attorney who is rated "AV" by
Xxxxxxxxxx-Xxxxxxx Law Directory or listed in the current edition of The Best
Lawyers in America, and (c) not have any economic or financial interest of any
kind in the outcome of the arbitration. Each arbitrator's conduct will be
governed by the Code of Ethics for Arbitrators in Commercial Disputes (1986)
that has been approved and recommended by the American Bar Association and the
American Arbitration Association.
Within 120 days after the effective date of the selection of the
arbitrators, the arbitration panel shall convene a hearing for the dispute to
be held on such date and at such time and place in Tampa, Florida, as the
arbitration panel designates upon 60 days' advance notice to you and the
Company. The arbitration panel shall render its decision within 30 days after
the conclusion of the hearing. The decision of the arbitration panel will be
binding and conclusive as to you and the Company and, upon the pleading of
either party, any court having jurisdiction may enter a judgment of any award
rendered in the arbitration, which may include an award of damages. The
arbitration panel shall hear and decide the dispute based on the evi-
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dence produced, notwithstanding the failure or refusal to appear by a party
who has been duly notified of the date, time, and place of the hearing.
You and the Company (a) consent to the personal jurisdiction of the
state and federal courts having jurisdiction over Hillsborough County, Florida,
(b) stipulate that the proper, exclusive, and convenient venue for any legal
proceeding arising out of this Agreement or the Stock Option is Hillsborough
County, Florida, and (c) waive any defense, whether asserted by a motion or
pleading, that Hillsborough County, Florida, is an improper or inconvenient
venue. YOU KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE YOUR RIGHT TO A JURY
TRIAL IN ANY LAWSUIT BETWEEN YOU AND THE COMPANY WITH RESPECT TO THIS AGREEMENT
OR THE STOCK OPTION.
The Company shall pay to you, on demand, interest on any amount owed
to you under this Agreement that is not paid to you when due, from the date
when due until paid in full, at the annual rate then provided by Florida law
for the payment of interest on judgments generally.
14. NOTICES. Every notice, demand, consent, approval, and other
communication required or permitted under this Agreement will be valid only if
it is in writing and delivered personally or by telex, telecopy, telegram,
commercial courier, or first class, postage prepaid, United States mail
(whether or not certified or registered and regardless of whether a return
receipt is received or requested by the sender) and addressed, if to you, at
your address set forth below and, if to the Company, at 00000 X.X. Xxxxxxx 00
Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Attention: President, or at any
other address that either party has previously designated by notice given to
the other party in accordance with this provision. A validly given notice,
demand, consent, approval, or other communication will be effective on the
earlier of its receipt, if delivered personally or by telex, telecopy,
telegram, or commercial courier, or the third day after it is postmarked by the
United States Postal Service, if it is delivered by first class, postage
prepaid, United States mail. You shall notify the Company of any change in your
mailing address that is listed in this Agreement.
15. LEGAL PROCEEDINGS. If any dispute arises between you and the
Company with respect to this Agreement or the Stock Option, either party may
elect (but is not obligated) to submit the dispute to arbitration before a
panel of arbitrators in accordance with the Florida Arbitration Code by giving
the other party a notice of arbitration in accordance with this Agreement. If a
party elects to arbitrate a dispute before a lawsuit is filed with respect to
the subject matter of the dispute, arbitration will be the sole and exclusive
method of resolving the dispute, the other party must arbitrate the dispute,
and each party will be barred from filing a lawsuit concerning the subject
matter of the arbitration, except to obtain an equitable remedy. A party's
right to submit a dispute to arbitration does not restrict its right to
institute litigation to obtain any legal or equitable remedy. The filing of a
lawsuit by either party before the other party has elected that a dispute be
submitted to arbitration will bar and preclude both you and the Company from
submitting the subject matter of the lawsuit to arbitration while the lawsuit
is pending.
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The arbitration panel will consist of three arbitrators, with one
arbitrator selected by the Company, the second selected by you, and the third,
neutral arbitrator selected by agreement of the first two arbitrators. Each
party shall select an arbitrator and notify the other party of the selection
within 15 days after the effective date of the notice of arbitration and the
two arbitrators selected by the parties shall select the third arbitrator
within 30 days after the effective date of the notice of arbitration. A party
who fails to select an arbitrator within the prescribed 15-day period waives
the right to select an arbitrator or to have an additional, neutral arbitrator
selected by the arbitrator selected by the other party, and the arbitrator
chosen by the other party will constitute the "arbitration panel" for purposes
of this Agreement.
Every arbitrator must be independent (not a relative of yours or an
officer, director, employee, or shareholder of the Company or any Subsidiary)
without any economic or financial interest of any kind in the outcome of the
arbitration. Each arbitrator's conduct will be governed by the Code of Ethics
for Arbitrators in Commercial Disputes (1986) that has been approved and
recommended by the American Bar Association and the American Arbitration
Association.
Within 120 days after the effective date of the notice of arbitration,
the arbitration panel shall convene a hearing for the dispute to be held on
such date and at such time and place in Tampa, Florida, as the arbitration
panel designates upon 60 days' advance notice to you and the Company. The
arbitration panel shall render its decision within 30 days after the conclusion
of the hearing. The decision of the arbitration panel will be binding and
conclusive as to you and the Company and, upon the pleading of either party,
any court having jurisdiction may enter a judgment of any award rendered in the
arbitration, which may include an award of damages. The arbitration panel shall
hear and decide the dispute based on the evidence produced, notwithstanding the
failure or refusal to appear by a party who has been duly notified of the date,
time, and place of the hearing.
You and the Company (a) consent to the personal jurisdiction of the
state and federal courts having jurisdiction over Hillsborough County, Florida,
(b) stipulate that the proper, exclusive, and convenient venue for any legal
proceeding arising out of this Agreement or the Stock Option is Hillsborough
County, Florida, and (c) waive any defense, whether asserted by a motion or
pleading, that Hillsborough County, Florida, is an improper or inconvenient
venue. YOU KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE YOUR RIGHT TO A JURY
TRIAL IN ANY LAWSUIT BETWEEN YOU AND THE COMPANY WITH RESPECT TO THIS AGREEMENT
OR THE STOCK OPTION.
In any mediation, arbitration, or legal proceeding arising out of this
Agreement, the losing party shall reimburse the prevailing party, on demand,
for all costs incurred by the prevailing party in enforcing, defending, or
prosecuting any claim arising out of this Agreement, including all fees, costs,
and expenses of agents, experts, attorneys, witnesses, arbitrators, and
supersedes bonds, whether incurred before or after demand or commencement of
legal or arbitration proceedings, and whether incurred pursuant to trial,
appellate, mediation,
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arbitration, bankruptcy, administrative, or judgment-execution proceedings.
The Company shall pay to you, on demand, interest on any amount owed to you
under this Agreement that is not paid to you when due, from the date when due
until paid in full, at the annual rate then provided by Florida law for the
payment of interest on judgments generally (the current annual rate of interest
on judgments prescribed by section 55.03, Florida Statutes, is 12%).
16. MISCELLANEOUS. The validity, construction, enforcement, and
interpretation of this Agreement are governed by the laws of the State of
Florida and the federal laws of the United States of America, excluding the
laws of those jurisdictions pertaining to resolution of conflicts with the laws
of other jurisdictions. A waiver, amendment, modification, or cancellation of
this Agreement will be valid and effective only if it is in writing and
executed by you and the Company. By signing this Agreement, you accept the
grant of the Stock Option, and warrant that you are free to enter into this
Agreement and do not have any legal obligations that are inconsistent with this
Agreement. This Agreement records the final, complete, and exclusive
understanding between you and the Company with respect to the Stock Option and
supersedes any prior or contemporaneous agreement, representation, or
understanding, oral or written, by you or the Company. This Agreement is
binding on your heirs, guardian, and personal representative and is binding on,
inures to the benefit of, the Company's assignees and successors. Time is of
the essence with respect to your exercise of the Stock Option.
STERILE RECOVERIES, INC.
WITNESSES: By:/s/ Xxxxx X. Xxxxxxxx (SEAL)
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Xxxxx X. Xxxxxxxx
Executive Vice President
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(As to Mr. Boosales)
ACCEPTANCE OF STOCK OPTION
I have carefully read the foregoing Stock Option Agreement. Before
exercising the Stock Option, I will review the additional disclosure documents
furnished to me by the Company. I accept the Stock Option granted to me
pursuant to the Agreement and agree to be bound by all the terms and conditions
of the Agreement.
EXECUTED AS OF: November 21, 1997
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XXXXXXX X. XXXXXX, XX.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
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APPENDIX "A"
STERILE RECOVERIES, INC.
STOCK OPTION
NOTICE OF EXERCISE
TO: Sterile Recoveries, Inc.
Attention: Chief Financial Officer
This notifies you that I exercise my option to purchase _______ shares
(the "Shares") of common stock of Sterile Recoveries, Inc. (the "Company")
pursuant to the stock option that the Company granted to me on November 21,
1997, pursuant to the Stock Option Agreement that was accepted by me as of
November 21, 1997 (the "Agreement").
In connection with my purchase of the Shares, I represent and warrant
to the Company the following:
(a) I am in full compliance with all conditions to exercise of the
Stock Option set forth in
the Agreement.
(b) I am purchasing the Shares solely for my own account, as
principal, without a view to, and not for resale in connection with, any
distribution or underwriting of any Shares, and I am not participating,
directly or indirectly, in any distribution or underwriting of any shares. I am
not investing in the Shares as an agent, nominee, or representative for the
account or benefit of any person or entity, and I have not agreed or arranged
to sell, assign, transfer, subdivide, or otherwise dispose of all or any part
of the Shares to another person or entity.
(c) I understand that (i) no state or federal agency has passed upon
the Shares or made any finding or determination as to the fairness of the
Shares as an investment, (ii) the Shares have not been, and will not be,
registered under either the Securities Act of 1933, as amended, or any state
securities law, and they can be offered for sale, sold, assigned, pledged,
hypothecated, or otherwise transferred or encumbered only if the transaction is
registered under those laws or qualifies for an available exemption from
registration under those laws, and (iii) the Company has not agreed, and is not
obligated, to register any resale or other transfer of the Shares under the
Securities Act of 1933, as amended, or any state securities law, or to take any
action to enable me to qualify for an exemption from registration under any of
those laws with respect to a resale or other transfer of the Shares.
(d) I understand that, in furtherance of the transfer restrictions
stated above, (i) the Company will issue stop transfer instructions to its
transfer agent to restrict an impermissible resale or other transfer of the
Shares, (ii) each certificate evidencing the Shares will bear a restrictive
legend in substantially the following form:
The shares evidenced by this certificate have not been registered
under either the Securities Act of 1933, as amended, or the
securities laws of any state. These shares cannot be offered for
sale, sold, assigned, pledged,
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hypothecated, or otherwise transferred or encumbered at any time,
as a whole or in part, absent registration of the transaction
under the Securities Act of 1933, as amended, and every
applicable state securities law or delivery to the Company of a
satisfactory written opinion of legal counsel to the effect that
registration of the transaction is not required under those laws.
and (iii) a legend substantially identical to the one described above will be
placed on every new stock certificate that is issued upon a transfer or
exchange of the Shares.
(e) I will not offer for sale, sell, assign, pledge, hypothecate, or
otherwise transfer or encumber the Shares at any time without registered the
transaction under the Securities Act of 1933, as amended, and every applicable
state securities law or delivering to the Company a satisfactory written
opinion of legal counsel to the effect that registration of the transaction is
not required under any of those laws.
(f) I understand that (i) routine public sales of the Shares in
reliance on Rule 144 under the Securities Act of 1933, as amended, will be
possible only in limited amounts in accordance with the terms and conditions of
that Rule, including the applicable holding period, and (ii) in accordance with
the position of the Securities and Exchange Commission, persons who publicly
offer or sell "restricted securities" without complying with Rule 144 have a
substantial burden of proof in establishing that a registration exemption is
available for the offer or sale.
(g) I have received from the Company and carefully read [add
description of disclosure document], pertaining to the Shares and all the
documents incorporated by reference in it (the "Disclosure Documents").
(h) I have been given adequate opportunity to evaluate this
investment, including opportunities to (i) question officers of the Company,
(ii) obtain any additional information necessary to evaluate the investment or
to verify any information or representation contained in the Disclosure
Documents, and (iii) make such other investigation as I considered appropriate
or necessary to evaluate the business and financial affairs and condition of
the Company.
(i) Management of the Company has answered all questions asked by me,
and they have either furnished to me, or given me full and unrestricted access
to, all records, contracts, documents, and other information requested by me,
with respect to the Shares, the Company, the Disclosure Documents, and the
business and financial affairs and condition of the Company.
(j) I am an officer or managerial employee of the Company, and
therefore, knowledgeable concerning the business of the Company, and I have
carefully considered and understand the risks and other factors affecting the
suitability of the Shares as an investment for me.
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(k) I understand that neither the Company, any officer or director of
the Company, nor any professional advisor of the Company, makes any
representation or warranty to me with respect to, or assumes any responsibility
for, the federal income tax consequences to me of an investment in the Shares.
(l) Because of my knowledge and experience in financial and business
matters, and the Company's business in particular, I am able to evaluate the
merits, risks, and other factors bearing upon the suitability of the Shares as
an investment for me, and I have been afforded adequate opportunity to evaluate
this proposed investment in light of those factors, my financial condition, and
my investment knowledge and experience.
(m) I have adequate net worth and annual income to provide for my
current needs and possible future contingencies and do not have an existing or
foreseeable future need for liquidity of my investment in the Shares. Also, I
am otherwise able to bear the economic risk of an investment in the Shares, and
have sufficient net worth and annual income to sustain a loss of all or part of
my investment in the Shares if that were to occur and to withstand the probably
inability to publicly sell, transfer, or otherwise dispose of the Shares for an
indefinite period of time.
Please issue in my name, as printed below my signature to this notice
of exercise, a stock certificate evidencing my ownership of the Shares. Also,
please issue to me in the same manner a balance certificate for any of the
Shares evidenced by an enclosed stock certificate that are not required to
satisfy the purchase price of the Shares.
EXECUTED: /s/ Xxxxxxx X. Xxxxxx
----------------,----- ------------------------------
Signature of Participant
----------------------------------
Name of Participant
----------------------------------
Street Address
Amount Enclosed: $
---------- ----------------------------------
City State Zip Code
Shares Enclosed:
---------- -----------------------------------
Social Security Number
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APPENDIX "B"
STERILE RECOVERIES, INC.
STOCK OPTION
STOCK CERTIFICATE RECEIPT
I acknowledge receipt from Sterile Recoveries, Inc. on ______________,
____, of stock certificate number _____ for ________ shares of common stock of
Sterile Recoveries, Inc., purchased by me pursuant to the exercise of the stock
option granted to me under the Stock Option Agreement that was accepted by me
on[ ].
---------------
----------------------------------
Signature of Employee
----------------------------------
Name of Participant
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