EXHIBIT 10.14
DENTAL CARE ALLIANCE, INC.
STOCK OPTION AGREEMENT
1. GRANT OF OPTION. As of the 21st day of January, 1997, Dental Care
Alliance, Inc., a Delaware corporation (the "Company"), hereby grants to Xxxxx
X. Xxxxxxx (the "Optionee"), a nonstatutory stock option (the "Option") to
acquire 608 shares of common stock, $.01 par value, of the Company.
2. EXERCISE PRICE. The exercise price per share of the Shares subject
to this Option is $______. The exercise price for the Shares subject to this
Option shall be paid by delivery of a five-year promissory note (the "Note") in
the amount of the aggregate exercise price for the Shares purchased pursuant to
exercise of the Option, which Note shall bear interest at 8% per annum and shall
be secured by such shares.
3. EXERCISE SCHEDULE. This Option shall be exercisable in whole or in
part immediately. In no event shall this Option be exercisable after January 21,
2002.
4. TRANSFERABILITY. This Option is not transferable otherwise than by
will or the laws of descent and distribution and during the lifetime of the
Optionee is exercisable only by the Optionee.
5. TERMINATION OF OPTION. Any unexercised portion of this Option shall
automatically and without notice terminate and become null and void.
6. NO RIGHT TO CONTINUED EMPLOYMENT. This Option shall not confer upon
the Optionee any right to employment.
7. SHARE CERTIFICATES. Upon each exercise of any Option, the Company
will cause one or more stock certificates evidencing the Optionee's ownership of
Shares to be issued to the Optionee. The Company shall cause the following
legend to be placed upon each stock certificate representing the Shares:
"The shares of stock represented by this Certificate have
been acquired directly or indirectly from the Issuer or an
affiliate of the Issuer without being registered under the
Securities Act of 1933, as amended ("Act"), or the
securities laws of any state or other jurisdiction,
including the Florida Securities Act, and are restricted
securities as that term is defined under Rule 144
promulgated under the Act. These shares may not be sold,
transferred, pledged, hypothecated or otherwise disposed of
in any manner ("Transfer") unless they are registered under
such Act and the securities laws of all applicable states
and other jurisdictions or unless the request for Transfer
is accompanied by a favorable opinion of counsel
satisfactory to the Issuer, stating that such Transfer will
not result in a violation of such laws."
8. LAW GOVERNING. This Agreement shall be governed in accordance with
and governed by the internal laws of the State of Delaware.
9. INTERPRETATION. The Optionee accepts this Option subject to all the
terms and provisions of this Agreement. The undersigned Optionee hereby accepts
as binding, conclusive and final all decisions or interpretations of the Company
upon any questions arising under this Agreement.
10. NOTICES. Any notice under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, registered, postage prepaid, and addressed,
in the case of the Company, to the Company's Secretary at 0000 Xxxx Xxxxxx, 0xx
Xxxxx, Xxxxxxxx, Xxxxxxx 00000, or if the Company should move its principal
office, to such principal office, and, in the case of the Optionee, to the
Optionee's last permanent address as shown on the Company's records, subject to
the right of either party to designate some other address at any time hereafter
in a notice satisfying the requirements of this Section.
COMPANY:
DENTAL CARE ALLIANCE, INC.
By:
-------------------------------
OPTIONEE:
---------------------------------
Xxxxx X. Xxxxxxx
2
