STOCK OPTION AGREEMENT
The Board of Directors of Medix Resources, Inc. (the "Company") has determined
that (sometimes referred to herein as "You" or the "Optionee") is eligible for a
grant pursuant to the Corporate Resolution dated (the "Agreement").
This Stock Option Agreement is made by and between the Company and You as
follows:
1. Grant of Option. You are hereby granted, as of the date hereof, an
option to purchase shares of the Company's common stock ("Option").
2. Exercise Price. The exercise price pursuant to this Stock Option
Agreement will be per share.
3. Term. This Option shall expire on.
THIS OPTION MAY BE EXERCISED ONLY BY YOU. NEITHER THIS OPTION NOR ANY PORTION
THEREOF OR INTEREST THEREIN MAY BE SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN ANY
MANNER.
Exercise of this Option shall not be effective until the Company has received
written notice of exercise specifying the number of whole shares to be
purchased. Such notice shall be accompanied by full payment of the aggregate
purchase price for the number of shares so purchased in cash, or by check, bank
draft or money order. Thereafter, a certificate or certificates representing the
shares so purchased shall, within a reasonable time, be issued in street name
and delivered to your account, subject to postponement of issuance in order to
permit compliance with applicable federal or state securities laws, the rules
and regulations of any self-regulating organization or the Company's Articles of
Incorporation and Bylaws. You shall not be entitled to the rights of a
shareholder with respect to the shares until the Company issues one or more
certificates evidencing such shares. The Company shall act as expeditiously as
possible in complying with its obligations under this Stock Option Agreement.
Upon a partial exercise of this Option, this Stock Option Agreement shall be
automatically amended to reduce the number of shares covered by this Option by
the number of shares so purchased without the necessity of the execution of a
new agreement or a formal written amendment of this Stock Option Agreement.
4. Certain Taxes. You hereby authorize the Company to withhold, in
accordance with applicable law, from any compensation (whether salary, bonus or
otherwise) payable to You, any taxes required to be withheld by any federal,
state or local law or regulation as a result of the exercise of this Option. In
this regard, You acknowledge and agree that the determination by the Company of
any shares on the date such shares are included in your gross income shall be
final and conclusive in all respects.
5. Securities and Other Regulations. You hereby agree that the shares
acquired upon exercise of this Option shall be acquired for your own account for
investment purposes only and not with a view to any distribution or public
offering thereof within the meaning of the Securities Act of 1933 (the "Act") or
other applicable securities laws. If the Company so determines, any stock
certificates issued upon exercise of this Option shall bear a legend to the
effect that the shares have been so acquired. The Company shall not be required
to bear any expenses of compliance with the Act, other applicable securities
laws or the rules and regulations of any national securities exchange or other
regulatory authority in connection with the registration, qualification or
transfer, as the case may be, of this Option or any shares acquired upon the
exercise thereof. The foregoing restriction on the transfer of the shares shall
not apply if (a) the Company shall have been furnished with a satisfactory
opinion of counsel to the effect that such transfer will be in compliance with
the Act and other applicable securities laws, or (b) the shares shall have been
duly registered in compliance with the Act and other applicable securities laws.
6. Legends. The Company may legend the stock certificates evidencing shares
acquired pursuant to the Stock Option Agreement in a manner that is the same or
similar to the following:
The shares of Common Stock evidenced by this certificate have not been
registered under the Securities Act of 1933 or the securities law of the state
in which the shareholder resides, and may be sold, transferred or otherwise
disposed of only in accordance therewith. The shares of stock evidenced by this
certificate are subject to certain transfer and repurchase restrictions imposed
by that certain instrument entitled Stock Option Agreement dated May 10, 1999
between the Optionee and the Company. A copy of the Stock Option Agreement is on
file at the Company's principal office.
7. Acceptance of Stock Option Agreement. You hereby approve and accept the
terms, conditions, and provisions of this Stock Option Agreement and agree to be
bound hereby. Without limitation of the foregoing, you hereby agree that all
decisions or interpretations of the Company or its duly authorized
representatives with regard to any and all aspects of the Stock Option Agreement
shall be binding, conclusive and final.
8. Address for Notices. The parties hereto designate as the respective
addresses for the receipt of any notice under this Stock Option Agreement the
addresses set forth below their signatures on this Stock Option Agreement.
9. Use of Services; Successors. Nothing herein confers any right or
obligation on You to continue rendering services to the Company or shall affect
in any way your right or the right of the Company, as the case may be, to
terminate your services at any time.
10. Entire Agreement. This agreement constitutes the entire understanding
between you and the Company, and supersedes all other agreements, whether
written or oral, with respect to the acquisition by you of your Option and/or
any other agreement with the Company except the Agreement which is incorporated
herein by reference.
Executed as of this ___ day of.
MEDIX RESOURCES, INC. OPTIONEE:_________________
By:____________________ By:_______________________
Title: President
Address: Medix Resources, Inc. Address:
0000 X. Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Amendment of Non-Plan Option Agreement of Medix Resources, Inc.
Approved by Board of Directors on January 26, 2000
Means of Exercising Options. An Option (or any part or installment thereof)
shall be exercised by giving written notice to the Company at its principal
office address. Such notice shall identify the Option being exercised and
specify the number of shares as to which such Option is being exercised,
accompanied by full payment of the purchase price in any of the following ways:
(i) in U.S. dollars in cash or by check, bank draft or money order; (ii) by the
surrender of all or part of an Option (including the Option being exercised)
with an aggregate net value equal to the aggregate exercise price; (iii) by the
tender to the Company of shares of Common Stock with an aggregate value equal to
the exercise price; or (iv) by a combination of (i), (ii) and (iii) above. The
holder of an Option shall not have the rights of a shareholder with respect to
the shares covered by his, her or its Option until the date of issuance of a
stock certificate for such shares.
Number of Shares: Date of Grant:
INCENTIVE STOCK OPTION AGREEMENT
AGREEMENT made this _____________, between (the "Optionee"), and
International Nursing Services, Inc., a Colorado corporation (the "Company").
1. Grant of Option. The Company, pursuant to the provisions of the
International Nursing Services, Inc. - Incentive Stock Option Plan (the "1988
Plan"), set forth as Attachment A hereto, hereby grants to the Optionee, subject
to the terms and conditions set forth or incorporated herein, an Option to
Purchase (the "Option") from the Company all or any part of an aggregate of
shares of Common Stock, as such shares of Common Stock are now constituted, at
the purchase price of $ per share. The provisions of the 1988 Plan governing the
terms and conditions of the Option granted hereby are incorporated in full
herein by reference.
2. Exercise. The Option evidenced hereby shall be exercisable in whole or
in part (but only in multiples of 100 shares unless such exercise is as to the
remaining balance of this Option) as set forth in terms and conditions of the
1988 Stock Option Plan. The Option evidenced hereby shall be exercisable by the
delivery to and receipt by the Company of (i) written notice of election to
exercise, in the form set forth in Attachment B hereto, specifying the number of
shares to be purchased; (ii) accompanied by payment of the full purchase price
thereof in cash or certified check payable to the order of the Company, or by
fully-paid and nonassessable shares of Common Stock of the Company properly
endorsed over to the Company, or by a combination thereof; and (iii) by return
of this Incentive Stock Option Agreement for endorsement of exercise by the
Company on Schedule I hereof. In the event fully-paid and nonassessable shares
of Common Stock are submitted as whole or partial payment for shares of Common
Stock to be purchased hereunder, such shares of Common Stock will be valued at
their fair market value on the date such shares received by the Company are
applied to payment of the exercise price.
3. Non-Transferability. The Option evidenced hereby is not assignable or
transferable by the Optionee other than by the Optionee's will or by the laws of
descent and distribution, as provided in Section 6 of the 1988 Plan. The Option
shall be exercisable only by the Optionee during his/her lifetime.
INTERNATIONAL NURSING SERVICES, INC.
By:______________________
ATTEST:
Amendment of Non-Plan Option Agreement of Medix Resources, Inc.
Approved by Board of Directors on January 26, 2000
Means of Exercising Options. An Option (or any part or installment thereof)
shall be exercised by giving written notice to the Company at its principal
office address. Such notice shall identify the Option being exercised and
specify the number of shares as to which such Option is being exercised,
accompanied by full payment of the purchase price in any of the following ways:
(i) in U.S. dollars in cash or by check, bank draft or money order; (ii) by the
surrender of all or part of an Option (including the Option being exercised)
with an aggregate net value equal to the aggregate exercise price; (iii) by the
tender to the Company of shares of Common Stock with an aggregate value equal to
the exercise price; or (iv) by a combination of (i), (ii) and (iii) above. The
holder of an Option shall not have the rights of a shareholder with respect to
the shares covered by his, her or its Option until the date of issuance of a
stock certificate for such shares.
THE REGISTERED OWNER OF THIS WARRANT, BY HIS ACCEPTANCE HEREOF, AGREES THAT HE
WILL NOT SELL, TRANSFER, OR ASSIGN THIS WARRANT. TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN
ANNEX II TO WARRANT, STATEMENT OF RIGHTS OF WARRANTHOLDER. NO TRANSFER OF THESE
SECURITIES OR OF THIS CERTIFICATE, OR OF ANY SECURITIES OR CERTIFICATES ISSUED
IN EXCHANGE THEREFOR, SHALL BE EFFECTIVE UNLESS THERE IS COMPLIANCE WITH THE
TERMS AND CONDITIONS OF SUCH RESTRICTIONS.
WARRANT
For the Purchase of _______ Common Shares
of
INTERNATIONAL NURSING SERVICES, INC.
(a Colorado corporation)
THIS CERTIFIES THAT, for value received, ________ _______, as registered
owner (the "Owner") of this Warrant, is entitled, subject to Annex I hereto, at
any time or from time to time on or after ________, and at or
before____________, (subject to earlier expiration pursuant to Section 2 of
Annex II attached hereto), but not thereafter, to subscribe for, purchase and
receive fully paid and nonassessable shares of common stock (the "Shares") of
International Nursing Services, Inc., a Colorado corporation (the
"Corporation"), at the price of per Share (the "Exercise Price"), upon
presentation and surrender of this Warrant and upon payment of the Exercise
Price for the Shares to be purchased to the Corporation at the principal office
of the Corporation as more fully described in the Statement of Rights of
Warrantholder, a copy of which is attached as Annex II hereto and by this
reference made a part hereof; provided, however, that upon the occurrence of any
of the events specified in Annex II, the rights granted by this Warrant shall be
terminated or adjusted as specified in such Annexes. Upon exercise of this
Warrant, the form of election hereinafter provided must be duly executed and the
instructions for registration of the Shares acquired by such exercise must be
completed. If the subscription rights represented hereby shall not be exercised
at or before , or such earlier date as may be applicable pursuant to Section 2
of Annex II, this Warrant shall become and be void without further force or
effect, and all rights represented hereby shall cease and expire.
Subject to the terms contained herein, this Warrant may be exercised in
whole or in part by execution by the Owner of the form of exercise attached
hereto. In the event of the exercise hereof in part only, the Corporation shall
cause to be delivered to the Owner a new Warrant of like tenor to this Warrant
in the name of the Owner evidencing the right of the Owner to purchase the
number of Shares purchasable hereunder as to which this Warrant has not been
exercised.
In no event shall this Warrant (or the Shares issuable upon full or partial
exercise hereof) be offered or sold except in conformity with the Securities Act
of 1933, as amended.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be signed by
its duly authorized officers and to be sealed with the seal of the Corporation.
INTERNATIONAL NURSING SERVICES, INC.
By______________________________________________
President
By______________________________________________
Assisting Secretary
Form to be used to exercise Warrant:
EXERCISE FORM
The undersigned hereby elects irrevocably to exercise the within Warrant and
to purchase ______________ Common Shares of International Nursing Services,
Inc., called for hereby, and hereby makes payment of $___________(at the rate of
$_____ per share) in payment of the Exercise Price pursuant hereto. Please issue
the shares as to which this Warrant is exercised in accordance with the
instructions given below.
Dated: ____________________, 19___
Signature:____________________________________
Signature Guaranteed: ________________________
INSTRUCTIONS FOR REGISTRATION OF SHARES
Name
________________________________________________________________________________
Address_________________________________________________________________________
NOTICE: The signature to the form to exercise or form to assign must correspond
with the name as written upon the face of the within Warrant in every particular
without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank, other than a savings bank, or by a trust company or by a
firm having membership on a registered national securities exchange.
ANNEX I
The Owner of this Warrant shall be entitled to exercise this Warrant to purchase
_______ shares of common stock on or after , provided International Nursing
Services, Inc.'s net revenues, on an annualized proforma basis, equal or exceed
.
In the event the Company does not reach the net revenue level specified above in
any year, the Owner of this Warrant will still have the right to exercise this
Warrant to purchase such shares at
. Once the right to exercise this Warrant is
vested because the Company achieved the net revenue level specified above, the
Owner shall be entitled to exercise this Warrant until expiration of this
Warrant, or such earlier date as may be applicable pursuant to Section 2 of
Annex II.
For purposes of this Annex I, the term "net revenue level" shall be determined
by generally accepted accounting methods and shall be based on the actual or
annualized financial statements of the Company and any of its acquisition(s).
ANNEX II TO WARRANT
INTERNATIONAL NURSING SERVICES, INC.
STATEMENT OF RIGHTS OF WARRANTHOLDER
1. Exchange of Warrant. This Warrant, at any time prior to the exercise hereof,
upon presentation and surrender to the Corporation, may be exchanged, alone or
with other Warrants of like tenor registered in the name of the same Owner, for
another Warrant or other Warrants of like tenor in the name of such Owner,
exercisable for the same aggregate number of Shares as the Warrant or Warrants
surrendered.
2. Purchase and Exercise of Warrant.
(a) The right to purchase Shares upon exercise of this Warrant shall be
vested only in accordance with Annex I hereto. THIS WARRANT MAY NOT BE SOLD,
ASSIGNED, HYPOTHECATED OR TRANSFERRED, OTHER THAN BY WILL OR PURSUANT TO THE
LAWS OF DESCENT AND DISTRIBUTION. Furthermore, the Owner's right to exercise
this Warrant shall cease upon ninety days after the Owner's termination of
employment, death, retirement , or disability. Each certificate for Warrants
issued hereunder shall bear a legend reading substantially as follows:
"TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
CERTAIN RESTRICTIONS SET FORTH IN ANNEX II TO WARRANT, STATEMENT OF RIGHTS OF
WARRANTHOLDER, NO TRANSFER OF THESE SECURITIES OR OF THIS CERTIFICATE, OR OF ANY
SECURITIES OR CERTIFICATES ISSUED IN EXCHANGE THEREFOR, SHALL BE EFFECTIVE
UNLESS THERE IS COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH RESTRICTIONS."
In case the Owner shall desire to exercise the purchase right evidenced by
this Warrant, the Owner shall surrender this Warrant with the form of exercise
attached hereto duly executed by the Owner, to the Corporation at the principal
office of the Corporation at Suite 505, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxx 00000, attention of the President accompanied by payment by certified
funds, cashier's check or other form of payment acceptable to the Corporation of
the total Exercise Price (hereinafter defined) for the Shares to be purchased.
This Warrant may be exercised in whole or in part, subject to vesting of the
right of exercise. In case of the exercise hereof in part only, the Corporation
will deliver to the Owner a new Warrant or like tenor in the name of the Owner
evidencing the right to purchase the number of Shares as to which this Warrant
has not been exercised. Unless the Corporation receives an opinion from counsel
satisfactory to it that such a legend is not required in order to assure
compliance with the Securities Act of 1933, as amended (the "1933 Act"), or any
applicable state securities laws, each certificate for Shares issued hereunder
shall bear a legend reading substantially as follows:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, NOR
HAVE THEY BEEN REGISTERED UNDER THE SECURITIES ("BLUE SKY") LAWS OF ANY STATE.
THESE SECURITIES MAY NOT BEEN SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS
THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND UNDER THE
APPLICABLE STATE SECURITIES ("BLUE SKY") LAWS OR UNLESS THE AVAILABILITY OF AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND LAWS IS ESTABLISHED TO THE
SATISFACTION OF THE COMPANY, WHICH MAY NECESSITATE A WRITTEN OPINION OF SELLER'S
COUNSEL SATISFACTORY TO COMPANY COUNSEL.
(b) The exercise price (the "Exercise Price") per Share issuable upon the
exercise of this Warrant shall be.
(c) The term of this Warrant (the "Warrant Period") is a -year period commencing
on , and ending on .
3. Disposition of Securities
The registered Owner of this Warrant, by acceptance hereof, agrees that,
before any disposition is made of any Warrant or underlying Share, the Owner
shall give written notice to the Corporation describing briefly the manner of
any such proposed disposition. No such disposition shall be made unless and
until:
(a) The Corporation has received an opinion from counsel for the Owner of
said securities stating that no registration under the 1933 Act or any state
securities law is required with respect to such disposition; or
(b) A registration statement or post-effective amendment to a registration
statement under the 1933 Act has been filed by the Corporation and made
effective by the Securities and Exchange Commission covering such proposed
disposition and the securities have been registered under the appropriate state
securities laws or an exemption from registration is available.
4. Share Dividends, Reclassification, Reorganization Provisions.
(a) If, prior to the expiration of this Warrant by exercise or by its terms,
the Corporation shall issue any of its Common Shares as a share dividend or
subdivide the number of outstanding Common Shares into a greater number of
shares, then, in either of such cases, the Exercise Price per Share purchasable
pursuant to this Warrant in effect at the time of such action shall be
proportionately reduced and the number of Shares at the time purchasable
pursuant to this Warrant shall be proportionately increased; and conversely, if
the Corporation shall contract the number of outstanding Common Shares by
combining such shares into a smaller number of shares, then, in such case, the
Exercise Price per Share purchasable pursuant to this Warrant in effect at the
time of such action shall be proportionately increased and the number of Shares
at that time purchasable pursuant to this Warrant shall be proportionately
decreased. If the Corporation shall, at any time during the life of this
Warrant, declare a dividend payable in cash on its Common Shares and shall at
substantially the same time offer to its shareholders a right to purchase new
Common Shares from the proceeds of such dividend or for an amount substantially
equal to the dividend, all Common Shares so issued shall, for the purpose of
this Warrant, be deemed to have been issued as a share dividend. Any dividend
paid or distributed upon the Common Shares in shares of any other class of
securities convertible into Common Shares shall be treated as a dividend paid in
Common Shares to the extent that Common Shares are issuable upon the conversion
thereof.
(b) If, prior to the expiration of this Warrant by exercise or by its terms,
the Corporation shall be recapitalized by reclassifying its outstanding Common
Shares into shares with a different par value, or the corporation or a successor
corporation shall consolidate or merge with or convey all or substantially all
of its or of any successor corporation's property and assets to any other
corporation or corporations (any such corporation being included within the
meaning of the term "successor corporation" used above in the event of any
consolidation or merger of any such corporation with, or the sale of all or
substantially all of the property of any such corporation to another corporation
or corporations), the Owner of this Warrant shall thereafter have the right to
purchase, upon the basis and on the terms and conditions and during the time
specified in this Warrant, in lieu of the Shares theretofore purchasable upon
the exercise of this Warrant, such shares, securities, or assets as may be
issued or payable with respect to, or in exchange for, the number of Shares
theretofore purchasable upon the exercise of this Warrant had such
recapitalization, consolidation, merger or conveyance not taken place, and, in
any such event, the rights of the Owner of this Warrant to an adjustment in the
number of Shares purchasable upon the exercise of this Warrant as herein
provided shall continue and be preserved in respect of any shares, securities,
or assets which the Owner of this Warrant becomes entitled to purchase.
(c) If: (i) the Corporation shall take a record of the holders of its Common
Shares for the purpose of entitling them to receive a dividend payable otherwise
than in cash, or any other distribution in respect of the Common Shares
(including cash), pursuant to, without limitation, any spin-off, split-off, or
distribution of the Corporation's assets: or (ii) the Corporation shall take a
record of the holders of its Common Shares for the purpose of entitling them to
subscribe for or purchase any shares of any class or to receive any other
rights; or (iii) in the event of any classification, reclassification, or other
reorganization of the shares which the Corporation is authorized to issue,
consolidation or merger of the Corporation with or into another corporation, or
conveyance of all or substantially all of the asset of the Corporation; or (iv)
in the event of the voluntary or involuntary dissolution, liquidation or winding
up of the Corporation; then, and in any such case, the Corporation shall mail to
the Owner of this Warrant, at least thirty (30) days prior thereto, a notice
stating the date or expected date on which a record is to be taken for the
purpose of such dividend, distribution or rights, or the date on which such
classification, reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation, or winding up, as the case may be, will be
effected. Such notice shall also specify the date or expected date, if any is to
be fixed, as of which holders of Common Shares of record shall be entitled to
participate in such dividend, distribution, or rights, or shall be entitled to
exchange their Common Shares for securities or other property deliverable upon
such classification, reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation, or winding up, as the case may be.
(d) If the Corporation, at any time while this Warrant shall remain unexpired
and unexercised, shall sell all or substantially all of its property, dissolve,
liquidate, or wind up its affairs, the Owner of this Warrant may thereafter
receive upon exercise hereof, in lieu of each Share which it would have been
entitled to receive, the same kind of amount of any securities or assets as may
be issuable, distributable, or payable upon any such sale, dissolution,
liquidation, or winding up with respect to each Common Share of the Corporation.
5. Reservation of Shares Issuable on Exercise of Warrants. The Corporation will,
at all times, reserve and keep available out of its authorized shares, solely
for issuance upon the exercise of this Warrant, such number of Common Shares and
other shares as from time to time shall be issuable upon the exercise of this
Warrant and all other similar Warrants at the time outstanding.
6. Loss, Theft, Destruction, or Mutilation. Upon receipt by the Corporation of
evidence satisfactory to it (in the exercise of its reasonable discretion) of
the ownership of and the loss, theft, destruction, or mutilation of this
Warrant, the Corporation will execute and deliver, in lieu thereof, a new
Warrant of like tenor.
7. Warrantholder Not a Shareholder. The Owner of this Warrant, as such, shall
not be entitled by reason of this Warrant to any rights whatsoever of a
shareholder of the Corporation.
8. Taxes. The Corporation will pay all taxes in respect of the issue
of this Warrant or the Shares issuable upon exercise thereof.
9. Mailing of Notice. All notices and other communications from the Corporation
to the Owner of this Warrant shall be mailed by first class, certified mail,
postage prepaid, to the address furnished to the Corporation in writing by the
Owner of this Warrant.
DATED this .
INTERNATIONAL NURSING SERVICES, INC.
(S E A L)
By: ________________________________________________
President
Attest:
____________________________________
Amendment of Warrant Agreement of Medix Resources, Inc.
Approved by Board of Directors on January 26, 2000
Means of Exercising Warrants. An Warrant (or any part or installment thereof)
shall be exercised by giving written notice to the Company at its principal
office address. Such notice shall identify the Warrant being exercised and
specify the number of shares as to which such Warrant is being exercised,
accompanied by full payment of the purchase price in any of the following ways:
(i) in U.S. dollars in cash or by check, bank draft or money order; (ii) by the
surrender of all or part of an Warrant (including the Warrant being exercised)
with an aggregate net value equal to the aggregate exercise price; (iii) by the
tender to the Company of shares of Common Stock with an aggregate value equal to
the exercise price; or (iv) by a combination of (i), (ii) and (iii) above. The
holder of an Warrant shall not have the rights of a shareholder with respect to
the shares covered by his, her or its Warrant until the date of issuance of a
stock certificate for such shares.
STOCK OPTION AGREEMENT
This Stock Option Agreement is executed as of ___________, and is
between Medix Resources, Inc., a Colorado corporation (the "Company") and
___________ (the "Optionee").
WHEREAS, Optionee has agreed to enter into the employment of Cymedix
Lynx Corporation, a wholly-owned subsidiary of the Company, and the Company
wishes to provide incentive to the Optionee in such employment by providing
Optionee with a means of benefiting from equity ownership in the Company ; and
NOW, THEREFORE, The Company hereby grants options to Optionee upon the
following terms:
1. Grant of Option. The Optionee is hereby granted, as of the this date
(the "Grant Date"), an option (the "Option") to purchase _________ shares of
Common Stock of the Company (the "Option Shares").
2. Exercise Price. The exercise price pursuant at which the Option shall
be exercised is $____ per share (the "Exercise Price").
3. Term. This Option shall expire on _________, if not exercised in full
and no part of the Option shall be exercised thereafter.
4. Vesting. This Option shall not be immediately exercisable, but shall
vest and become exercisable in increments of 33.33% of the total shares granted
hereunder on each of the first three anniversary dates hereof, so long as the
Optionee has then been continuously employed by the Company or any affiliate
thereof since the date hereof.
5. Termination of Employment. Subject to the terms set forth in any
employment or other binding agreement, in the event an Optionee's Current
Position, as defined below, with the Company shall terminate (i) "for cause," as
defined below, while holding an unexercised portion of the Option, that portion
of the Option which has not already been exercised shall expire coincident with
the termination of the Optionee's Current Position, or (ii) for a reason other
than "for cause," other than by reason of disability or death as discussed
below, the portion of the Option which is exercisable on the date of such
termination shall be exercisable until a date three (3) months after such date
of termination or shall expire coincident with such position with the Company or
a subsidiary or affiliate of the Company as an employee. For purposes hereof,
"for cause" shall mean termination of an Optionee's Current Position because of
a determination by the Company's Board of Directors that such Optionee has
committed (i) misfeasance, waste of corporate assets, gross negligence or
willful continued failure to substantially perform his reasonably assigned
duties or (ii) dishonest or illegal conduct that is demonstrably injurious to
the Company, provided, however, that termination of Optionee's Executive
Employment Agreement for the reasons set forth in Section 12(a)(3) thereof shall
not be termination "for cause" hereunder. Upon the termination of an Optionee's
Current Position with the Company by reason of disability or death, the
exercisable portion of the Option may be exercised within one (1) year after
such termination. Notwithstanding anything in this Section 5 to the contrary,
the Board of Directors of the Company, in its sole discretion, may waive any
restrictions contained in this Section 5, including applicable exercise periods.
6. Exercise of Option. To the extent exercisable, this option may be
exercised in whole or in part and from time to time until fully exercised or
until the option expiration date set forth above. This Option may be exercised
only by the Optionee, his guardian or legal representative during the Optionee's
lifetime and, thereafter, by his heirs or executor. Neither this option nor any
portion thereof or interest therein may be sold, pledged, assigned or
transferred in any manner other than by will or by the laws of descent and
distribution.
Exercise of this option shall not be effective until the Company has
received written notice of exercise, specifying the number of whole Option
Shares to be purchased. Such notice shall be accompanied by full payment of the
aggregate Exercise Price for the number of Option Shares so purchased in cash,
by cashier's check, certified check, bank draft or money order, through the
delivery of shares of Company Common Stock or through the delivery of options
exercisable for shares of Company Common Stock for cancellation, with net fair
market equal to the Exercise Price. Thereafter, a certificate or certificates
representing the Option Shares so purchased shall, within a reasonable time, be
issued in the Optionee's name and delivered to the Optionee, subject to
compliance with applicable securities laws. Upon a partial exercise of this
Option, this Agreement shall be automatically amended to reduce the number of
Option Shares covered by this option by the number of Option Shares so purchased
without the necessity of the execution of a new agreement or a formal written
amendment of this Agreement.
7. Certain Taxes. The Optionee authorizes The Company to withhold, in
accordance with applicable law, from any Option Shares to be issued to an
optionee upon exercise by the Optionee of all or a portion of this Option, a
number of Option Shares based on their fair market value equal to the amount of
any taxes required to be withheld by any federal, state or local law or
regulation as a result of the exercise of this option. In this regard, the
optionee acknowledges and agrees that this withholding is mandatory and the
determination by The Company of the fair market value of any Option Shares on
the date of exercise of this option shall be final and conclusive in all
respects. The Option granted hereunder is not intended to be a qualified option
under the Internal Revenue Code of 1986, as amended.
8. Transfer of Option Shares. The Optionee agrees that the Option
Shares acquired upon exercise of this Option shall be acquired for his own
account for investment purposes only and not with a view to any distribution or
public offering thereof within the meaning of the Securities Act of 1933 (the
"Act") or other applicable securities laws. If the Company so determines, any
stock certificates issued upon exercise of this Option shall bear a legend to
the effect that the Option Shares have been so acquired. The Company shall not
be required to bear any expenses of compliance with the Act, other applicable
securities laws or the rules and regulations of any national securities exchange
or other regulatory authority in connection with the registration, qualification
or transfer, as the case may be, of this Option or any Option Shares acquired
upon the exercise thereof. The Optionee acknowledges that he is aware that his
right to transfer the Option Shares will be restricted in accordance with Rule
144, unless such Option Shares are so registered. The foregoing restrictions on
the transfer of the Option Shares shall not apply if (a) The Company shall have
been furnished with an opinion of counsel satisfactory in form and substance to
the Company to the effect that such transfer will be in compliance with the Act
and other applicable securities laws, or (b) the Option Shares shall have been
duly registered in compliance with the Act and other applicable securities laws.
9. Acceptance of Stock Option Agreement. The Optionee hereby approves and
accepts the terms, conditions, and provisions of this Stock Option Agreement
and agrees to be bound hereby, and further agrees that his executors,
administrators, heirs, successors, and assigns shall be bound hereby and
thereby. Without limitation of the foregoing, the Optionee hereby agrees,
individually and for his executors, administrators, heirs, successors, and
assigns, that all decisions or interpretations of the Company or its duly
authorized representatives with regard to any and all aspects of this Agreement
and the administration thereof shall be binding, conclusive, and final.
10. Address for Notices. The parties hereto designate the respective
addresses set forth below as the addresses for receipt of any notice under this
Stock Option Agreement.
11. Merger, Consolidation or Change of Control. In connection with any
merger, consolidation, change in control or similar reorganization, excluding a
public offering ("Reorganization"), the Company may in its discretion:
a. Negotiate a binding agreement whereby any acquiring or successor
corporation will assume each Option then outstanding or substitute an equivalent
option; or
b. Authorize cash payments to Optionee equal to the difference between the
aggregate Exercise Price of the option then outstanding irrespective of the
Option's current exercisability and the fair market value of the Shares covered
by the Option. Any cash payment which the Company may make shall be made within
sixty (60) days following such authorization and fully discharge any and all
obligations the Company may have in connection with the options. Notwithstanding
the forgoing, the Company shall have no obligation to take any action with
respect to any option in connection with a Reorganization.
12. Adjustments. In the event of a stock dividend, stock split or
other subdivision, consolidation or similar change in the outstanding shares of
Common Stock or capital structure of the Company (collectively, a "Stock
Adjustment"), the following shall occur hereunder: (i) the number of shares of
Common Stock reserved or otherwise available for exercise of the Option, shall
be adjusted proportionately (and automatically reduced by any fraction resulting
from such adjustment) ; and (ii) the Exercise Price per share of outstanding
Options shall be adjusted so that the aggregate Exercise Price payable pursuant
to each outstanding Option after the Stock Adjustment shall equal the aggregate
amount so payable prior to the Stock Adjustment. In the event of any dispute
concerning such adjustment, the decision of The Company shall be conclusive. If
a Stock Adjustment is made, The Company shall notify all Optionees of such
adjustment within thirty (30) days of making such an adjustment, which
notification shall state the adjusted number of shares of Common Stock for which
a particular option is exercisable.
13. Use of Services; Successors. Nothing herein confers any right or
obligation on the Optionee to continue rendering services to the Company or
shall affect in any way the Optionee's right or the right of the Company, as the
case may be, to terminate the Optionee's services at any time.
14. Entire Agreement. This Agreement constitutes the entire understanding
between the Optionee and the Company, and supersedes all other agreements,
whether written or oral, with respect to the acquisition by the Optionee of his
Option and/or Option Shares.
15. Amendment; Governing Law. Any amendment or modification hereto shall be
in writing and executed by both parties hereto. This Agreement shall be
governed, interpreted and construed under Colorado law, excluding however the
rules applicable to conflict of laws.
IN WITNESS WHEREOF,the parties hereto execute this Stock option Agreement
with the intention to be fully bound as of the date first stated above.
MEDIX RESOURCES, INC.
By:__________________________________
Title: President
Address: 0000 X. Xxxxxxxxx Xxxxxx, Xxx. 000
Xxxxxxxxx, Xxxxxxxx 00000
------------------------------------
Optionee Name:
Address:
Amendment of Non-Plan Option Agreement of Medix Resources, Inc.
Approved by Board of Directors on January 26, 2000
Means of Exercising Options. An Option (or any part or installment thereof)
shall be exercised by giving written notice to the Company at its principal
office address. Such notice shall identify the Option being exercised and
specify the number of shares as to which such Option is being exercised,
accompanied by full payment of the purchase price in any of the following ways:
(i) in U.S. dollars in cash or by check, bank draft or money order; (ii) by the
surrender of all or part of an Option (including the Option being exercised)
with an aggregate net value equal to the aggregate exercise price; (iii) by the
tender to the Company of shares of Common Stock with an aggregate value equal to
the exercise price; or (iv) by a combination of (i), (ii) and (iii) above. The
holder of an Option shall not have the rights of a shareholder with respect to
the shares covered by his, her or its Option until the date of issuance of a
stock certificate for such shares.
