Exhibit 4.5
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PHAMIS, Inc.
Stock Option Letter Agreement
August 20, 1990
Mr. Xxxxxxx Xxxx
PHAMIS, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Dear Xxxxxxx:
We are pleased to inform you that you have been selected by the Board of
Directors of PHAMIS, Inc. (the "Company") to receive a non-qualified option for
the purchase of 3,000 shares of the Company's Common Stock at an exercise price
of $4.25 per share. The grant of the option is not being made pursuant to the
Company's 1983 Incentive Stock Option Plan (the "Plan") but as a separate option
agreement with you. Your option shall have the following terms:
1. Vesting. A five-year vesting provision, implemented on a monthly basis,
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subject to Xx. Xxxx continuing to be either an employee of the Company or a
part-time consultant for the Company.
2. Plan Provisions: Your option shall terminate in the event of a liquidation
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or reorganization of the Company in an identical manner to options granted
under the Plan, as set forth in Section 7.1 of the Company's Plan. The
Company shall also have a right of first refusal to purchase shares
resulting from your exercise of the option identical to those contained in
Section 11 of the Company's Plan (see copy attached).
3. Exercise. During your lifetime only you can exercise the option. Your
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option shall terminate 90 days after you cease to be either a Company
employee or part-time consultant for the Company for any reason whatsoever.
Subject to this limitation, the personal representative of your estate or
the beneficiary thereof following your death may exercise your option. You
may use the Notice of Exercise of Incentive Stock Option in the form
attached to this Stock Option Letter Agreement when you exercise the
option.
4. Transfer of Option. The option is not transferable except by will or the
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applicable laws of descent and distribution.
Mr. Xxxxxxx Xxxx
August 20, 1990
Page Two
The date of the grant of the option is July 1, 1990.
Your particular attention is directed to Section 8 of the Plan which describes
certain important conditions relating to federal and state securities laws that
is also incorporated by reference into this option and that must be satisfied
prior to the issuance of any shares pursuant to this option.
Please execute the Acceptance and Acknowledgement set forth below on the
enclosed copy of this Agreement and return it to the undersigned.
Very truly yours,
PHAMIS, Inc.
By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
Acceptance and Acknowledgement
I accept the stock option described above and acknowledge receipt of a copy of
this letter.
Dated: 12/11/90 /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Notice of Exercise of Incentive Stock Option
PHAMIS, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
I hereby exercise my incentive stock option granted me by PHAMIS, Inc. (the
"Company"), subject to all the terms and provisions thereof and of the 1983
Incentive Stock Option Plan referred to therein and notify the Company of my
desire to purchase________________shares of Common Stock of the Company at the
exercise price of $4.25 per share which were offered to me pursuant to said
option.
I hereby represented that the______________shares of Common Stock to be
delivered to me pursuant to this exercise are being acquired by me for my own
account, for investment, and not with a view to resale or distribution.
Dated:_________________________
Signed:________________________
Xxxxxxx Xxxx
