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EXHIBIT 4
HEALTHDYNE TECHNOLOGIES, INC.
STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
OPTION FOR THE PURCHASE OF SHARES ( SHARES) SHARES OF COMMON
STOCK
EXERCISE PRICE PER SHARE: PRICE
This Agreement made and entered into as of this 30th day of June, 1995,
by and between HEALTHDYNE TECHNOLOGIES, Inc., a Georgia corporation,
hereinafter referred to as the "Company" and NAME, hereinafter referred to
as the "Participant".
W I T N E S S E T H :
WHEREAS, the HEALTHDYNE TECHNOLOGIES, Inc. Stock Option Plan,
hereinafter referred to as the "Plan", has been adopted by the Company; and
WHEREAS, Section 6.1 of the Plan authorizes the Stock Option Committee
of the Board of Directors of the Company, hereinafter referred to as the
"Committee", to cause the Company to enter into a written agreement with the
Participant setting forth the form and the amount of any award and any
conditions and restrictions on the award imposed by the Plan and the Committee;
and
WHEREAS, the Committee desires to make an award to the Participant
consisting of a Nonqualified Stock Option;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Company and the Participant hereby agree as follows:
1. The Company hereby grants to the Participant a Nonqualified Stock
Option pursuant to the Plan to purchase the number of shares of Common Stock of
the Company, par value $.01 per share, set forth above (hereinafter referred to
as "Common Stock"), at the price per share set forth above, subject to the
terms and conditions of this Agreement. The Nonqualified Stock Option is
referred to herein as the "Option".
2. The Participant agrees that he must remain continuously employed
by the Company or any subsidiary hereof or engaged to provide services thereto
for one year from the date of this Agreement in order for the exercise of any
part of the Option to accrue. Subject to the preceding sentence and until
terminated as provided in Paragraph 4, the Option shall become exercisable on
the first anniversary date of this Agreement to the extent of 33-1/3% of the
shares of Common Stock subject to the Option. The Option shall become
exercisable on each of the next two (2) anniversary dates of this Agreement to
the extent of an additional 33-1/3% of the shares of Common Stock subject to
the Option; provided the Participant shall have been in the continuous employ
of the Company or any subsidiary thereof or engaged to provide services thereto
since the date of this Agreement. Although the Option may remain exercisable
after a termination of
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employment under the limited circumstances specifically set forth in Paragraph
4 hereof, vesting of the Option shall cease as of the applicable date of
termination or disability referred to in Paragraph 4 and the Option shall be
exercisable during such extended periods of time only to the extent that it was
exercisable on such date of termination or disability.
3. The Participant may exercise the Nonqualified Stock Option by
delivering written notice to the Committee on a form set forth in Exhibit A
hereto or as otherwise provided by the Committee indicating the number of
shares to be purchased. The Company agrees to cause certificates for any
shares of Common Stock purchased hereunder to be delivered to the Participant
upon payment in full of the Option price in cash, unrestricted shares of Common
Stock, or a combination of such Common Stock and cash. Any shares of Common
Stock applied toward the Option price shall be valued at their Fair Market
Value on the date of exercise of the Option, and shall be delivered along with
any portion of the Option price to be paid in cash within five (5) days after
the date of exercise. If the Participant fails to pay the Option price within
five (5) days, the Committee shall have the right in its sole discretion to
void the exercise of the Option.
4. The Option shall terminate on the earliest to occur of the
following dates:
(a) The date upon which the Participant is dismissed from his or her
employment or consulting engagement for good cause (as defined by the
Participant's employment agreement or applicable personnel policy, as the case
may be) or other serious misconduct (as defined in the Plan);
(b) Sixty (60) days after the date on which the Participant
terminates his employment or consulting engagement with the Company or any
subsidiary of the Company for reasons other than retirement, permanent total
disability (as determined by the Social Security Administration), or death;
(c) Twelve (12) months after the Participant's termination of
employment or consulting engagement due to his retirement from the Company or
any subsidiary thereof;
(d) Twelve (12) months after the Participant's date of death;
(e) Twelve (12) months from the date of the disabling event which
shall render the Participant totally and permanently disabled, as determined by
the Social Security Administration; and
(f) Ten (10) years from the date the Option is granted.
For purposes of this Paragraph 4, the date of termination of employment or
consulting shall mean the last date upon which such employment or consulting
services are regularly provided by the Participant, without extension for any
severance period or other compensation payable in connection with such
termination but with extension for any periods of time related to mandated
notices of termination to the extent required to be given to the Participant by
the Company or any subsidiary under any applicable employment agreement or
personnel policy.
5. In the event the Participant shall die prior to the exercise of
the Option granted pursuant to this Agreement, the administrator of the
deceased Participant's estate, the executor under his will, or the person or
persons to whom the Option shall have been validly transferred by such executor
or administrator pursuant to the will or laws of intestate succession, shall
have the
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right to exercise the Option to the extent exercisable on the date of the
Participant's death, subject to the terms of this Agreement.
6. Except as provided in Paragraph 5, no benefit under the Plan or
this Agreement shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, or charge, excluding the use
of Options under the Plan as collateral in exercising the Option, and any
attempt to do so shall be null and void. No such benefits shall be in any
manner liable for or subject to the debts, contracts, liabilities, engagements,
or torts of the Participant prior to the receipt thereof by the Participant.
7. No election as to benefits or the exercise of the Option may be
made during the Participant's lifetime by anyone other than the Participant, or
his legal representative in the event of the Participant's disability.
8. The Options shall not be exercisable if such exercise would
involve a violation of any applicable federal or state securities law, and the
Company hereby agrees to make reasonable efforts to comply with such securities
laws.
9. The Committee shall make such adjustments to the Option price and
in the number or kind of shares of Common Stock covered by the Option
consistent with the terms of the Plan as the Committee in its sole discretion
may determine is equitably required to prevent dilution or enlargement of the
rights of the Participant that otherwise would result from (a) any stock
dividend, stock split, combination of shares, recapitalization, or other change
in the capital structure of the Company, or (b) any merger, consolidation,
separation, reorganization, or partial or complete liquidation, or (c) any
other corporate transaction or event having an effect similar to any of the
foregoing.
10. The continuous employ or engagement of the Participant with the
Company or any of its subsidiaries shall not be deemed to have ceased by reason
of the transfer of the Participant among the Company or any of its subsidiaries
or to any entity controlled by or in common control with the Company.
11. The Company's obligation hereunder shall be subject to the
satisfaction by the Participant in a manner acceptable to the Company of all
applicable withholding taxes and other withholding obligations.
12. The grant of the Options pursuant to this Agreement shall not be
construed as conferring upon the Participant any right to continued employment,
and the employment of any Participant may be terminated without regard to the
effect which such action may have upon him as a Participant under the Plan.
13. The Board of Directors of the Company may at any time terminate,
amend or modify the Plan or alter the terms of this Option in accordance with
the specific terms and conditions set forth in the Plan.
14. The terms and provisions of the Plan are specifically
incorporated herein by reference and made a part hereof.
15. To the extent that federal law shall not be held to preempt local
law, this Agreement shall be governed by the laws of the State of Georgia. If
any provision of the Agreement shall be held invalid or unenforceable the
remaining provisions hereof shall continue in full force and effect.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers as of the date first set forth above.
Attest: HEALTHDYNE TECHNOLOGIES, INC.
By: By:
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Secretary or Asst. Secretary Authorized Officer
PARTICIPANT:
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EXHIBIT A
OPTION EXERCISE FORM
(To be executed by the Employee to
exercise the rights to purchase Common Stock
evidenced by the foregoing Option)
TO: HEALTHDYNE TECHNOLOGIES, INC.
The undersigned hereby exercises the right to purchase ___________
shares of Common Stock covered by the attached Option in accordance with the
terms and conditions thereof, and herewith makes payment of the Option Price of
such shares in full.
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Signature
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Address
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Social Security Number
Date: , 19
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