Exhibit 4.2
AMENDMENT NO. 1
to the
Option Agreement
Dated October 12, 1994
This AMENDMENT NO. 1, dated July 23, 1997 (the "Amendment), is by and
between US SERVIS, INC. (f/k/a Micro Healthsystems, Inc.), a Delaware
corporation (the "Corporation"), and XXXXXX X. XXXX (the "Holder").
RECITALS
A. The Corporation and the Holder are parties to that certain Option
Agreement dated October 12, 1994 (the "Option Agreement"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Option
Agreement.
B. The Corporation and the Holder desire to amend the Option Agreement
upon the terms and subject to the conditions set forth herein.
AGREEMENTS
In consideration of the agreements and mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:
Section 1. Amendments. The Option Agreement is hereby amended
as follows:
a. Definitions. Section 1 of the Option Agreement is
hereby amended such that the following definitions
read as follows:
"Number of Primary Option Shares" means 800,000 shares of
Common Stock subject to adjustment pursuant to Section 2.5 hereof."
"Primary Option Exercise Price" means $1.3125 per share of
Common Stock, subject to adjustment pursuant to Section 2.5 hereof."
b. Vesting of the Options. Section 2.3(a)(ii) and 2.3(c)
of the Option Agreement are hereby amended to read in
their entirety as follows:
"(ii) If (A) the Number of Exercisable Option Shares prior to
July 23, 1998, July 23, 1999 and July 23, 2000 is less than 533,333, 666,666 and
800,000, respectively, (each value representing the "Total Possible Vested
Shares") on such date, respectively) and (B) the Holder is (or pursuant to
Section 2.6 is deemed to be) an employee of the Corporation on such date, then
on such date the Options shall become exercisable for an additional number of
Option Shares equal to the difference between (x) the Total Possible Vested
Shares on such date and (y) the Number of Exercisable Option Shares prior to
such date."
"(c) Stock Price Vesting. (i) If on any date after the date
hereof (A) the Closing Price of the Common Stock has been at least $5.00 on 20
consecutive Business Days, (B) the Number of Exercisable Option Shares on such
date is less than the Number of Option Shares and (C) the Holder is (or pursuant
to Section 2.6 is deemed to be) an employee of the Corporation on such date,
then on such date the Options shall become exercisable for an additional number
of Option Shares equal to the difference between (x) the Number of Option Shares
and (y) the Number of Exercisable Option Shares prior to such date."
Section 2. Miscellaneous.
a. Reference to and Effect on the Option Agreement.
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(a) Upon the effectiveness of this Amendment, each reference
in the Option Agreement to "this Agreement," "hereunder," "herein," or words of
like import shall mean and be a reference to the Option Agreement as amended
hereby, and each reference to the Option Agreement in any other document,
instrument or agreement shall mean and be a reference to the Option Agreement as
amended hereby.
(b) Except as specifically amended above, the Option Agreement
shall remain full force and effect and is hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any
party hereto under the Option Agreement nor constitute a waiver of any provision
contained therein, except as specifically set forth herein.
b. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by
different parties hereto in separate counterparts,
each of which when so executed and delivered shall be
deemed to be an original and all of which taken
together shall constitute but one and the same
instrument.
c. Headings. Section headings in this Amendment are
included herein for convenience of reference only and
shall not constitute a part of this Amendment for any
other purpose.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
US SERVIS, INC.
By: /s/ X. X. Xxxxxxxxx
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Title: Chairman
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/s/ Xxxxxx X. Xxxx
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XXXXXX X. XXXX
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