Exhibit 10.10
HEALTHGATE DATA CORP.
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT is entered into by and
between HealthGate Data Corp., a Delaware corporation (the "Company"), and
[______________] (Optionee").
W I T N E S S E T H:
WHEREAS, the Company has a Stock Option Plan pursuant to which
Incentive Stock Options (as defined in Section 422 of the Internal Revenue Code)
may be granted (the "Stock Option Plan"); and
WHEREAS, the Company and Optionee desire to enter into this Agreement
concerning the grant by the Company of Incentive Stock Options to Optionee,
pursuant to the Stock Option Plan and Section 422 of the Internal Revenue Code
of 1986;
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties agree as follows:
1. SHARES; PRICE; VESTING; TERM. As of January 22, 1999 (the "Grant
Date"), the Company grants Optionee an option to purchase [_______] post-split
shares of its Common Stock, par value $0.01 per share (the "Option Shares"), at
a price of $3.50 per share (which price is at least equal to the fair market
value of the stock on the Grant Date, as determined in good faith by the Board
of Directors), pursuant to the Company's Stock Option Plan, which shall be
exercisable according to the following schedule:
Number of First Date of Last Date
Shares Exercise of Exercise
--------- ------------- -----------
___ January 22, 2000 January 22, 2004
___ January 22, 2001 January 22, 2004
___ January 22, 2002 January 22, 2004
---------
TOTAL:
Subject to earlier termination described herein, the Option shall
terminate entirely at the close of business on January 22, 2004.
2. ACCELERATED VESTING. Notwithstanding the foregoing, this Option
shall immediately become exercisable as to all Option Shares then subject hereto
in the event of a
"Change in Control" (as hereinafter defined) of the Company.
As used herein, a "Change in Control" of the Company shall be deemed to
have occurred if:
(i) there is a merger or consolidation of the Company in which the
Company is not the continuing or surviving corporation;
(ii) the Company sells substantially all its assets to a single
purchaser or to a group of associated purchasers;
(iii) at least two-thirds of the outstanding common stock of the
Company is sold, exchanged or otherwise disposed of in one
transaction or in a series of related transactions;
(iv) any person or entity (other than any stockholder presently
owning more than 10%) becomes directly or indirectly the owner
or beneficial owner of 50% or more of the Company's
outstanding common stock;
(v) the Board of Directors of the Company determines in its sole
and absolute discretion that there has been a change in
control of the Company.
3. EXERCISE. Optionee may exercise this Incentive Stock Option from
time to time as hereinabove provided, by delivery to the Company, as to each
such exercise, at its principal office of (a) written notice of exercise of this
Incentive Stock Option, stating the number of shares then being purchased
hereunder; (b) a check or cash in the amount of the full purchase price of such
shares; (c) a check or cash in the amount of federal, state and local
withholding taxes, if any, required to be withheld and paid by the Company as a
result of such exercise; (d) agreement(s) referred to in Section 7 of this Stock
Option Agreement; and (e) such other documents or instruments as may be required
by any then applicable federal or state laws or regulations, or regulatory
agencies pertaining to this Incentive Stock Option, any exercise thereof and/or
any offer, issue, sale or purchase of any shares covered by this Incentive Stock
Option. Not less than one share may be purchased at one time. After the Company
shall have received all of the foregoing, the Company shall proceed with
reasonable promptness to issue the shares so purchased upon such exercise of the
Incentive Stock Option; provided, however, that Optionee or any person or
persons entitled to exercise this Option under Section 5 hereof shall not be or
be deemed to be the record or beneficial owner of any such shares purchased upon
any exercise of this Incentive Stock Option until and unless the stock
certificate or certificates evidencing such shares actually shall have been
issued. Except as provided in
Sections 4 and 5 hereof, Optionee may exercise this Incentive Stock Option only
if, on the date of exercise, Optionee has been continuously in the employ of the
Company since the Grant Date.
4. TERMINATION OF EMPLOYMENT. Notwithstanding the provisions of Section
3 hereof, if Optionee shall cease to be employed by the Company for any reason
other than Optionee's death, Optionee may exercise this Incentive Stock Option
(to the extent he or she was entitled to do so at the termination of employment)
at any time and from time to time within three (3) months after such
termination, but in no event after the expiration of this Incentive Stock
Option; provided, however, that if the employment of Optionee terminates due to
the permanent and total disability of Optionee, Optionee may exercise this
Incentive Stock Option (to the extent Optionee was entitled to do so at the
termination of Optionee's employment) only at any time and from time to time
within twelve (12) months after such termination, but in no event after the
expiration of this Incentive Stock Option. No provision of the Stock Option Plan
or this Incentive Stock Option shall confer any right to continue in the employ
of the Company or interfere in any way with the right of the Company to
terminate any employment at any time.
5. DEATH OF OPTIONEE; NO ASSIGNMENT. This Incentive Stock Option shall
not be assignable or transferable except by will or by the laws of descent and
distribution and shall be exercisable during Optionee's lifetime only by
Optionee. If Optionee shall die while in the employ of the Company, Optionee's
personal representative or the person entitled to succeed to his or her rights
hereunder shall have the right, at any time and from time to time within three
(3) months after the date of Optionee's death, and prior to the expiration or
termination of this Incentive Stock Option pursuant to Section 1 hereof, to
exercise this Incentive Stock Option to the extent that Optionee was entitled to
exercise this Incentive Stock Option at the date of Optionee's death.
6. NO RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a
stockholder with respect to the Common Stock covered by this Incentive Stock
Option until the date of the issuance of a stock certificate or stock
certificates to Optionee. No adjustment will be made for dividends or other
rights for which the record date (or if there is no record date established,
then the date established for the distribution of such dividend or right) is
prior to the date such stock certificates are issued.
7. CONDITIONS OF RESALE. Optionee agrees to comply with all applicable
federal and state securities laws and rules and regulations thereunder in
connection with the resale of any shares of Common Stock which shall have been
received upon exercise of this Option, and Optionee further agrees to comply
with all requirements of the Company with respect to the timing of such resale
which may be reasonably imposed by the Company as conditions of such resale.
Optionee will, as a condition to exercise of the Option, enter into an agreement
with the Company pursuant to which the Company shall have a right of first
refusal with respect to the transfer of the Option Shares. Such agreement shall
be in the form acceptable to the Company and may include other provisions
concerning transfer or voting of the Option Shares which are applicable to some
or all other stockholders of the Company. The Company may, in its discretion,
place a legend on stock certificates issued in connection with the exercise of
this Stock Option in order to insure compliance with the Securities Act of 1933,
as amended and the Stockholders' Agreement.
8. ADJUSTMENTS FOR STOCK SPLITS, ETC. In the event of any change in the
outstanding Common Stock of the Company by reason of a stock dividend,
recapitalization, merger, consolidation, stock split, combination or exchange of
shares, or the like, the number and class of shares available under this
Agreement and the Stock Option prices shall be appropriately adjusted by the
Board of Directors of the Company, whose determination shall be conclusive.
9. THIS AGREEMENT SUBJECT TO STOCK OPTION PLAN. This Agreement is made
pursuant to all of the provisions of the Stock Option Plan, and is intended, and
shall be interpreted in a manner, to comply therewith. Any provision hereof
inconsistent with the Stock Option Plan shall be superseded and governed by the
Stock Option Plan.
10. MISCELLANEOUS. Section and other headings are included herein for
reference purposes only and shall not be construed or interpreted as part of
this Agreement.
Wherever and whenever the context of this Agreement shall so require,
the masculine, feminine and neuter gender of any noun or pronoun shall include
any or all of the other genders and the singular shall include the plural and
the plural shall include the singular.
This Agreement may be executed in several counterparts, all of which
shall constitute one and the same instrument.
Optionee understands that in order to receive "Incentive Stock Option"
treatment pursuant to Section 422 of the Internal Revenue Code of 1986, as
amended, Optionee may not
dispose of the Common Stock which may be purchased hereunder within two years
after the Grant Date, and must hold said Common Stock for at least one year
after the date of exercise of the Incentive Stock Option described herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of January 22, 1999.
HEALTHGATE DATA CORP.
By:
-------------------------
Xxxxxxx X. Xxxxx
President
Optionee
----------------------------
[Name]
