EXHIBIT 10.15
1992 EQUITY INCENTIVE PLAN
MEDIWARE INFORMATION SYSTEMS, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the _____________________, by and
between Mediware Information Systems, Inc., a New York corporation having its
principal place of business at 0000 Xxx Xxxx Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx
00000 (hereinafter called the "Corporation"), and the individual whose name and
residence appear on the last page of this Agreement (hereinafter called
"Optionee").
W I T N E S S E T H:
WHEREAS, the Optionee is a key employee of the Corporation;
and
WHEREAS, as an incentive for the employee and as compensation
and a benefit for serving as an employee, the Corporation has offered to issue,
and the Optionee has agreed to accept, an option to purchase shares of common
stock of the Corporation pursuant to the Equity Incentive Plan of the Company
(the "Plan").
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto hereby agree as follows:
1. Grant of Option: Pursuant to and subject in all respects to
the provisions of the Plan, the Corporation hereby grants to the Optionee, under
the terms and conditions set forth in this Agreement and the Plan, as of the
date hereof (the "Grant Date"), an Option to purchase the aggregate number of
shares of common stock, par value $.10 per share, of the Corporation set forth
below on the last page of this Agreement subject to adjustment in accordance
herewith (which shares are hereinafter called "Option Shares"). The Option
Shares may be purchased by exercising this Option in accordance with the terms
of this Agreement, at the price of one dollar ($1.00) per share, which price is
not less than the fair market value of a share of such common stock on the date
of grant. Terms defined in the Plan shall have the same meaning in this
Agreement unless the context requires otherwise.
2. Number of Shares and Other Terms of Option. The Option and
exercisability of the Option shall be subject to the following terms and
conditions, and all other terms and con- ditions set forth in the Plan or
elsewhere in this Agreement:
The Option shall become exercisable to the extent of 25%, 50%,
75% and 100% of the Option Shares on the first, second, third and fourth
anniversaries, respectively, of the first day of the month in which the Grant
Date falls. The Option shall remain exercisable until May 31, 2004 unless
earlier terminated as provided herein.
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This Agreement shall be subject in all respects to the
provisions of the Plan and any rules or regulations or other determination of
the Committee.
It is not intended that this Option shall be an incentive
stock option for purposes of the Internal Revenue Code of 1986.
3. Transferability. This Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or the laws of descent and distribution or as specified in Section 5(g) of
the Plan, and the Option may be exercised during the lifetime of the Optionee on
by the Optionee or by his or her guardian or legal representative. The Optionee
may designate a Beneficiary as provided in the Plan.
4. Exercisable only during Employment; Death. An Option may be
exercised only during the continuance of the Optionee's employment, except as
provided in clauses (a), (b) and (c) below and paragraph 5.
(a) Termination. If an Optionee's employment ter-
minates for any reason other than death, all exercisable portions or
installments of the Option which are exercisable on the date of termination of
employment shall be exercisable by the Optionee for a period of three (3) months
following such termination; and
(b) Death. If an Optionee dies or becomes Totally
Disabled, the Option shall be exercisable to the extent provided in Section 5(f)
of the Plan.
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(c) Any such exercise shall be subject to the
satisfaction of all other conditions to exercise contained in this Option and
the Plan.
5. Early Termination; Confidential Information;
Forfeiture; Blue Pencil.
(a) To the extent enforceable under applicable law, the
Optionee hereby agrees that he or she (i) will not, without the Company's prior
written consent, for a period of nine (9) months within the United States and
Canada directly or indirectly, alone or as a partner, joint venturer, officer,
director, employee, consultant, agent, independent contractor or significant
shareholder of any company or business, engage in any business activity which is
directly or indirectly in competition with the Company with respect to any of
the products or services being considered, developed, sold or otherwise provided
by the Company at such time; and (ii) will not, for a period of (12) twelve
months within the United States and Canada directly or indirectly, employ, or
knowingly permit any company or business organization directly or indirectly
controlled by him or her to employ, any person who is employed by the Company or
in any manner seek to induce any such person to leave his or her employment by
the Company or in any manner seek to induce any such person to leave his or her
employment with the Company.
Any unexercised Options shall be forfeited immediately upon
a breach of such undertaking as determined by the Committee, any such
determination to be final and binding on all parties.
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(b) The Optionee hereby agrees that he or she will not
at any time, whether during or after the termination of the Optionee's
employment, reveal to any person or entity any of the trade secrets or
confidential information concerning the products, services, organization,
business or finances of the Company or of any third party which the Company is
under an obligation to keep confidential (including but not limited to trade
secrets or confidential information respecting inventions, designs, methods,
know-how, techniques, systems, processes, software programs, works of
authorship, customer lists, projects, plans and proposals), except as may be
required in the ordinary course of performing the duties as an Optionee of the
Company, and the Optionee shall keep secret all matters entrusted to him or her
and shall not use or attempt to use any such information in any manner which may
injure or cause loss or may be calculated to injure or cause loss, whether
directly or indirectly, to the Company. Any unexercised Options shall be
forfeited immediately upon a breach of such undertaking as determined by the
Committee, any such determination to be final and binding on all parties.
(c) Any unexercised Options that have been awarded to
the Optionee shall be forfeited if the Committee determines that the Optionee's
employment has been terminated because of willful misconduct or gross
negligence, or if at any time after the termination of an employment, the
Committee determined that the Optionee has failed satisfactorily to carry out
any of her or his remaining obligations to the Company; or has engaged in any
activity which is hostile, detrimental or antagonistic to the best interests of
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the Company; or the Optionee has been convicted of a crime or offense involving
the misappropriation of money or of a felony. The Committee's determination with
respect to a forfeiture shall be set forth in a notice given to the Optionee and
to the Company and shall be final and binding on both; any forfeiture shall take
place immediately upon receipt of the notice by the Company.
(d) If any court of competent jurisdiction shall at any
time deem any term of this Agreement or any provision or provisions of any
covenant, undertaking or agreement on the part of the Optionee contained in this
Section 5 ("Restrictive Covenants") too lengthy or too restrictive or the
territory too extensive, the other terms and provisions of Section 5 shall
nevertheless stand, the restrictive periods shall be deemed to be the longest
periods permissible by law under the circumstances, the other restrictive
provisions and conditions shall be the most protective to the Company as may be
permissible under law in the circumstances, and the territory in which
activities are restricted shall be deemed to comprise the largest territory
permissible by law under the circumstances. The court in each case shall reduce
the Restrictive Covenants, time period, territory and/or other restrictions or
provisions to the maximum permissible duration or size or reasonable
restriction.
(e) Reasonableness. Optionee acknowledges and agrees
that the Restrictive Covenants are reasonable and necessary for the protection
of the Company's business interests. Nothing contained herein shall be construed
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as prohibiting the Company from pursuing any other remedies available to it
including equitable relief and the recovery of any damages.
6. No Right to Dividends, Distributions or Voting. The
Optionee shall not have any rights as a shareholder with respect to any Option
Shares until the date of issuance of stock certificate for such Option Shares
upon due exercise of this Option. Until the issuance of stock certificates, no
right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to Option Shares notwithstanding the exercise of the Option.
No adjustment will be made for a dividend or other rights for which the record
date is prior to the date the stock certificate is issued except as provided in
Section 7 hereof.
7. Adjustment in Option Shares. If all or any portion of this
Option is exercised subsequent to any stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, spin-off, reorganization or liquidation, as a
result of which shares of any class shall be issued in respect of outstanding
shares of common stock or shares of common stock shall be changed into the same
or a different number of shares of the same or another class or classes, the
person or persons so exercising this Option shall receive, for the aggregate
price payable upon such exercise of this Option, the aggregate number and class
of shares which, if shares of common stock (as authorized at the
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Grant Date) had been purchased at the Grant Date of this Option for the same
aggregate price (on the basis of the option price per share provided in this
Option) and had not been disposed of, such persons or persons would be holding
at the time of such exercise, sa a result of such purchase and any such stock
dividend, split-up, recapitalization, combination or exchange of shares, merger,
consolidation, acquisition of property or stock, spin-off, reorganization or
liquidation; provided, however, that no fractional share shall be issued upon
any such exercise. If any such adjustment shall result in the Optionee being
entitled to exercise this Option with respect to a fractional share, the number
of shares subject to this Option shall be reduced to the next lower number of
full shares.
In the event of any such change in the outstanding common
stock of the Corporation, the aggregate number and class of shares reserved by
the Corporation for exercise of options to purchase common stock shall be that
number and class which a person, to whom an Option had been granted for all of
such reserved shares of common stock on the date preceding such change, would be
entitled to receive as provided in the first sentence of this Section 7.
If, in connection with any Change of Control, any Option is
not proposed to be assumed by the surviving corporation or the purchaser in a
manner which will carry out the intention of this Agreement in view of the
Committee or others appointed to administer stock options, which may be but need
not be the Committee appointed to administer other options (the "Committee"),
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then, (i) the terms of any outstanding Option may be amended by the Committee to
provide that the date of termination of such Option may be extended, (ii) the
date on which such Option, or any part thereof not then exercisable may be
exercised may be advanced to a date to be fixed by the Committee, or a limited
period of exercisability may be so established, (iii) the terms of such Option
may be modified so as to permit the acquisition by the Optionee (during the same
period of exer-cisability as provided under this Agreement) of any cash,
property or securities which would be receivable by him or her if he or she
owned the total number of Option Shares immediately prior to such event, (iv)
such other action, if any, may be taken by the Committee through amendment of
this Agreement or otherwise, including surrender for value and/or the grant of
rights to acquire cash, property or securities, as may be necessary or
appropriate to carry out the intent of this Agreement; and/or (v), in the event
of a hostile Change of Control, if none of the foregoing action is taken, the
Option shall become exercisable as to all Option Shares upon the completion of
the Change of Control. The provisions of Section 4(f) of the Plan shall not
apply to this Option Agreement.
8. Exercise. This Option shall be exercised by written notice
to the Corporation at its principal place of business, accompanied by full
payment of the purchase price, which notice shall:
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(a) state the election to exercise the Option, the
number of shares in respect of which it is being
exercised, the person in whose name the stock
certificate or certificates for such shares of
common stock is to be regis- tered, his address
and social security number (or if more than one,
the names, addresses and social security numbers
of such persons);
(b) contain such representations and agreements as
to the holder's investment intent with respect
to such shares of common stock as may be
satisfactory to the Corporation's counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being
exercised by any person or persons other than
the Optionee, be accompanied by proof,
satisfactory to counsel for the Corporation, of
the right of such person or persons to exercise
the Option.
Payment of the purchase price of any Option Shares shall be
(i) by certified or bank cashier's or teller's check or (ii) by shares of common
stock of the Company duly endorsed for transfer valued at fair market value at
the date of tender as determined in accordance with the Plan. The certificate or
certificates for shares of common stock as to which the Option shall be
exercised shall be registered in the name of the person or persons properly
exercising the Option.
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9. Compliance with Laws and Regulations. The grant and
exercise of this Option, and the Corporation's obligation to sell and deliver
stock hereunder, are subject to such approvals by any regulatory or governmental
agency as may be required and shall comply with all relevant provisions of
applicable Federal and state laws, rules and regulations, including, without
limitation, the Securities Act of 1933, the Securities Exchange Act of 1934,
state securities laws, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange or of any quotation association or
organization upon which the Option Shares may then be listed or quoted, and
shall be further subject to the approval of counsel for the Corporation with
respect to such compliance. The Corporation may imprint any legends on the
Options Shares restricting their subsequent sale or transfer which may be
required by state or Federal law.
By accepting this Option, the Optionee represents and warrants
for himself and any other person or persons properly exercising this Option that
any and all shares purchased hereunder shall be acquired for investment and not
with the intention to sell or distribute such shares. As a condition to the
exercise of this Option in whole or in part at any time, the Optionee or other
person or persons properly exercising the Option shall deliver to the
Corporation a written representation that the shares being purchased are being
acquired for investment and not with a present intention of sale or with a view
to distribution, and a consent that the certificate representing such shares be
endorsed to indicate such representation.
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The Corporation shall not be liable in the event it is unable
to issue or sell shares of common stock or other securities to the Optionee if
such issuance or sale would be unlawful, nor shall the Corporation be liable if
the issuance or sale of shares of common stock or other securities to an
Optionee is subsequently invalidated.
10. Withholding. The Corporation shall withhold all income or
other taxes required to be withheld by applicable law and shall remit them to
the appropriate taxing authority.
11. Employment Rights. Nothing contained in the Plan or in
this Option shall confer upon the Optionee any right to be employed by, or to be
continued in the employ of, the Corporation or of any of its subsidiaries or
interfere in any way with the right of the Corporation or any subsidiary by whom
such person may be employed to terminate his employment at any time.
12. Notice of Disposition. Optionee or his estate or legal
representative shall immediately notify the Corporation in the event of any
disposition of any kind by him of Option Shares acquired pursuant to this
Option.
13. Notices. Any notice to be given under the terms of this
Option shall be addressed to the Corporation or to the Optionee at the addresses
appearing on the first and last pages of this Agreement, or at such other
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address as either party may hereafter designate in writing to the other.
14. Interpretation of this Agreement. Any dispute regarding
the interpretation of this Agreement shall be resolved in accordance with the
Plan and may be submitted by the Optionee or by the Corporation forthwith to the
Committee for resolution, which shall review such dispute at the time of the
next regular meeting of the Board or such Committee. The decision of the
Committee, as the case may be, with regard to such dispute shall be final and
binding upon the Corporation and upon the Optionee.
15. Successors and Assigns. Except as otherwise provided
herein, the provisions of this Agreement shall inure to the benefit of, and be
binding upon, the successors and assigns of the Corporation and the
administrators, heirs and legal representatives of the Optionee.
16. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
17. Amendments. No provision of this Agreement shall be
modified, amended, extended or waived except in writing signed by the parties
hereto or as otherwise be permitted or con- templated by the Plan.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement
to be duly executed in duplicate by its duly authorized officer, and Optionee
has executed this Agreement in duplicate, all as of the date and year first
above written.
MEDIWARE INFORMATION SYSTEMS, INC.
By___________________________
Chairman of the Board
Number of Option Shares Optionee
_____________________________ _______________________________
________________________________
Name and Address
