1
EXHIBIT 99(D)
OPTION AGREEMENT
Agreement dated March 19, 1997, among Xx. X.X. Xxxxxx, Xx. X. Xxxxx and
Xx. X. Xxxxxx and other shareholders who elect to participate (the "Grantors")
and Xxxxxxx Financial Associates, L.L.C. (the "Optionee").
1. GRANT OF OPTION. FOR VALUE RECEIVED, the undersigned Grantors hereby
grant to Optionee the right and option to purchase all or a part of an aggregate
of 2,000,000 shares of the Common Stock, par value $0.001 per share of American
HealthChoice, Inc., a New York corporation.
2. OPTION PRICE. The exercise price of the options granted hereby shall
be $2.75 per share, subject to adjustment as defined below.
3. OPTION TERM. The options granted hereby shall be from April 1, 1997
to October 1, 1998 (the "Term").
4. OPTION TO SELL. The Grantors shall have the right and option to sell
to the Optionee the following number of shares subject to this Agreement, and
Optionee agrees to purchase such shares, during the Term, if the market price
per share (subject to adjustment as described below) shall equal or exceed the
following price averaged over five consecutive trading days during the times
specified. Such shares are expressed on a cumulative basis and include all
2,000,000 shares subject to this Agreement. The Grantors will have the right to
put the stock to the Optionee as set forth below, if within the 18 month period
but at no time during the option period shall the Grantors ever receive more
than $2.75 per share. Upon notice by any Grantor, the Optionee shall have ten
(10) business days to exercise the option or Optionee will lose those rights for
the corresponding shares and said shares will no longer be subject to this
Option Agreement.
After the following
Number of days Number of Shares that
Stock Price Equals or Exceeds After Closing may be sold to Optionee
----------------------------- ------------- -----------------------
$5.00 30 300,000
5.50 90 300,000
6.00 120 300,000
6.50 180 300,000
7.00 240 300,000
7.00 300 500,000
1
2
5. ADJUSTMENTS. The amounts of options and shares subject to issuance
upon exercise of options shall be adjusted for any stock split, stock dividend
or recapitalization of the Company's common stock.
6. LIMITATION OF RIGHTS. The Optionee shall have no rights as a
stockholder with respect to the Shares covered by the Option until the Optionee
shall become the holder of record of such shares.
7. ESCROW. The shares subject to the options created hereby shall be
held in escrow with a mutually agreeable escrow agent pursuant to an escrow
agreement to be agreed to within 30 days hereof.
8. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties and supersedes all prior agreements and understandings, oral
and written, among the parties with respect to the subject matter hereof, and
the parties are not bound by any agreements, understandings, or conditions other
than as expressly set forth herein.
(b) ASSIGNMENT AND BINDING EFFECT. This Agreement may not be assigned by
any party hereto without the prior written consent of the other parties. All of
the terms and provisions of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective parties hereto.
(c) WAIVERS. The failure of any party to act to enforce rights hereunder
shall not be deemed a waiver and shall not preclude enforcement of any rights
hereunder. No waiver of any term or provision of this Agreement on the part of a
party shall be effective for any purpose whatsoever unless such waiver is in
writing and signed by such party.
(d) GOVERNING LAW. This Agreement shall be governed by, interpreted, and
enforced in accordance with the laws of the State of Texas, without regard to
the principles of conflicts of laws.
(e) NO BENEFIT TO OTHERS. The representations, warranties, covenants,
and agreements contained in this Agreement are for the sole benefit of the
parties hereto and their respective successors, permitted assigns, heirs,
executors, administrators, and legal representatives, and shall not be construed
as conferring and are not intended to confer any rights on any other persons.
(f) INVALID PROVISIONS. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable. This Agreement shall
be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof, and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable
2
3
provision or by its severance herefrom. Furthermore, in lieu of such illegal,
invalid or unenforceable provision there shall be added automatically as part of
this Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
(g) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, all of which together
shall constitute one and the same instrument. Facsimile signatures shall be
deemed to be original signatures of all purposes.
EXECUTED the date first above written.
/s/ X. X. Xxxxxx
-----------------------------------------
Xx. X.X. Xxxxxx
/s/ Xx. X. Xxxxx
-----------------------------------------
Xx. X. Xxxxx
/s/ Xx. X. Xxxxxx
-----------------------------------------
Xx. X. Xxxxxx
XXXXXXX FINANCIAL ASSOCIATES, L.L.C.
By: Xxxxxx Xxxxxxx
---------------------------------
Its: General Manager
