EXHIBIT 10.3
AWARD AGREEMENT
TRIANGLE IMAGING GROUP, INC. 1999 INCENTIVE PLAN
THIS AGREEMENT dated as of the ___ day of ____________, 199_, (the
"Grant Date") is made and entered into by and between Triangle Imaging Group,
Inc., a Florida corporation with its principal offices located at 0000 XX 00xx
Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, XX 00000 (the "Company") and
______________________________________________ whose address is
_____________________________________________________________(the "Optionee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company through a committee
consisting of Xxxxxxx X. Xxxxxxx, Chairman, and Xxxxxx X. Xxxxxxx (the
"Committee") has approved the granting to the Optionee of stock options to
purchase certain shares of the Company's common stock, par value $.001 per share
("Common Stock"); and
WHEREAS, the Optionee desires to accept the grant of such options,
subject to the terms and conditions of this Agreement.
NOW, THEREFORE, the Company and the Optionee hereby agree as follows:
1. GRANT OF OPTION. Subject to the provisions of this Agreement and
the Company's 1999 Incentive Plan (the "1999 Plan"), the Company hereby grants
to the Optionee an option (the "Option") to purchase from the Company __________
shares of Common Stock (the "Option Shares") at an exercise price of $________
per share (the "Exercise Price"), subject to adjustment in accordance with
Section 4 below.
2. TERM . This Option is exercisable for the period commencing on the
Grant Date and terminates on ______ __, 200_ (the "Termination Date"), subject
to the provisions for termination and acceleration contained in this Agreement.
3. TERMINATION PROVISIONS. The right to exercise this Option is
subject to the following additional restrictions and limitations:
(a) TERMINATION OF EMPLOYMENT. If the Optionee is an employee of the
Company or any of its subsidiaries, and employment by the Company or any of its
subsidiaries of the Optionee is terminated for any reason other than death,
total disability or for "cause" pursuant to any employment or compensation
agreement, the Option may be exercised for a period of sixty (60) days after the
date of such termination; provided however, in no event shall this Option
terminate after the Termination Date.
(b) DEATH OF OPTIONEE. If the Optionee shall die while employed with
the Company or its subsidiaries and during the period in which this Option
remains exercisable, or if the Optionee shall die within three (3) months of
termination of his/her employment for Total Disability, the Optionee's legal
representative or representatives or the persons entitled to do so under the
Optionee's last will and testament or under applicable intestate laws shall have
the right to exercise this Option, and such right shall expire and this Option
shall terminate one year after the date of the Optionee's death or on the
expiration date of this Option, whichever date is earlier. In all other
respects, this Option shall terminate upon such death.
4. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK. In the event of any
recapitalization, reclassification, split-up or consolidation of shares of
Stock, merger or consolidation of the Company or sale by the Company of all or a
substantial portion of its assets, or other event which could distort the
implementation of the 1999 Plan or the realization of its objectives, the Board
of Directors of the Company or the Committee may make such appropriate
adjustments in the shares of Common Stock subject to purchase by the Option;
PROVIDED, HOWEVER, that no such adjustment shall be made on or after the
occurrence of a Change in Control without the affected participant's consent.
2
5. EXERCISE, PAYMENT FOR AND DELIVERY OF STOCK. This Option may be
exercised by the Optionee or other person then entitled to exercise it by giving
five business days' written notice of exercise to the Company (a form of which
is attached hereto as Exhibit A), accompanied by a check to the order of the
Company in payment of such price. If the Company is required to withhold on
account of any federal, state or local tax imposed as a result of such exercise,
the notice of exercise shall also be accompanied by a check to the order of the
Company in payment of the amount thus required to be withheld.
6. CASHLESS EXERCISE The Optionee may exercise, in the discretion of
the Company, part or all of the Option by tender to the Company of a written
notice of exercise together with advice of the delivery of an order to a
securities broker acceptable to the Company to sell part or all of the Option
Shares, subject to such exercise notice and an irrevocable order to such broker
to deliver to the Company (or its transfer agent) sufficient proceeds from the
sale of such Option Shares to pay the exercise price and any withholding taxes.
All documentation and procedures to be followed in connection with such a
"cashless exercise" shall be approved in advance by the Company, which approval
shall be expeditiously provided and not unreasonably withheld. Alternatively,
the Optionee may exercise, in the discretion of the Company, part or all of the
Option by tendering to the Company a notice of exercise accompanied by
instructions to the Company authorizing the cancellation of such number of
shares subject to the Option then exercisable having a total fair market value,
as reasonably determined by the Board of Directors of the Company or the
Committee, equal to the aggregate Exercise Price (exclusive of applicable
withholding taxes) of the shares to be acquired by Optionee pursuant to the
Option.
7. RIGHTS IN STOCK BEFORE ISSUANCE AND DELIVERY. No person shall be
entitled to the privileges of stock ownership in respect of any shares issuable
upon exercise of this Option, unless and until such shares have been issued to
such person as fully paid shares.
3
8. MISCELLANEOUS PROVISIONS.
(a) NOTICES. Unless otherwise specifically provided herein, all notices
to be given hereunder shall be in writing and sent to the parties by certified
mail, return receipt requested, which shall be addressed to each party's
respective address, as set forth in the first paragraph of this Agreement, or to
such other address as such party shall give to the other party hereto by a
notice given in accordance with this Section and, except as otherwise provided
in this Agreement, shall be effective when deposited in the United States mail
properly addressed and postage prepaid. If such notice is sent other than by the
United States mail, such notice shall be effective when actually received by the
party being noticed.
(b) ASSIGNMENT. This Agreement and the rights granted hereunder may not
be assigned in whole or in part by Optionee except by will or the laws of
descent and distribution, and the Option is exercisable during Optionee's
lifetime only by the Optionee.
(c) FURTHER ASSURANCES. Both parties hereto shall execute and deliver
such other instruments and do such other acts as may be reasonably necessary to
carry out the intent and purposes of this Agreement.
(d) GENDER. Whenever the context may require, any pronouns used herein
shall include the corresponding masculine, feminine or neuter forms and the
singular form of nouns and pronouns shall include the plural and VICE VERSA.
(e) CAPTIONS. The captions contained in this Agreement are inserted
only as a matter of convenience and in no way define, limit, extend or prescribe
the scope of this Agreement or the intent of any of the provisions hereof.
(f) COMPLETENESS AND MODIFICATION. This Agreement and the 1999 Plan
constitute the entire understanding between the parties hereto superseding all
prior and contemporaneous agreements or understandings among the parties hereto
concerning the grant of stock options to the Optionee. This Agreement shall not
terminated, except in accordance with its terms, or amended in writing executed
by all of the parties hereto.
4
(g) WAIVER. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.
(h) SEVERABILITY. The invalidity or enforceability, in whole or in
part, of any covenant, promise or undertaking, or any section, subsection,
paragraph, sentence, clause phrase or word or of any provision of this Agreement
shall not affect the validity or enforceability of the remaining portions
thereof.
(i) CONSTRUCTION. This Agreement shall be governed by and construed in
accordance with the laws of incorporation of the Company. The terms of the 1999
Plan shall govern and supersede any conflicting terms contained in this
Agreement. Capitalized terms not defined herein shall have the meanings ascribed
to them in the 1999 Plan.
(j) BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the heirs, successors, estate and personal representatives of the
Optionee and upon the successors and assigns of the Company.
(k) LITIGATION-ATTORNEY' FEES. In connection with any litigation
arising out of the enforcement of this Agreement or for its interpretation, the
prevailing party shall be entitled to recover its costs, including reasonable
attorneys' fees, at the trial and all appellate levels form the other party
hereto, who was an adverse party to such litigation.
(l) TAXES. The Optionee shall remit at the time of the delivery of
Option Shares upon exercise of an Option, or, if authorized by the Company, at
the time when due, an amount sufficient to satisfy all federal, state and local
withholding tax requirements relating thereto.
(m) INVESTMENT REPRESENTATION. The Optionee, by acceptance hereof,
represents and warrants to the Company that the purchase of shares of Common
Stock upon exercise of the Option shall be for investment purposes only and not
with a view to distribution, provided that this representation and warranty
shall be inoperative if, in the opinion of counsel to the Company, a proposed
disposition of such shares is pursuant to an applicable effective registration
statement under the Securities Act of 1933 or is exempt from registration under
such Act. The Company may endorse an appropriate legend upon the stock
certificate or certificates representing any Option Shares referring to the
foregoing representation and warranty or any applicable restrictions on resale
as the Company, in its discretion, shall deem appropriate.
IN WITNESS WHEREOF, the Company has granted this Option on the date of
grant specified above.
TRIANGLE IMAGING GROUP, INC.
By:
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
----------------------------
(Name of Optionee)
5
Exhibit A
TRIANGLE IMAGING GROUP, INC.
NOTICE OF EXERCISE FORM
INSTRUCTIONS: THIS FORM IS TO BE USED TO EXERCISE YOUR STOCK OPTION. TO EXERCISE
YOUR OPTION YOU MUST COMPLETE, DATE AND SIGN THIS FORM AND MAIL OR DELIVER IT TO
THE SECRETARY AT THE COMPANY'S MAIN OFFICE TOGETHER WITH A COPY OF YOUR AWARD
AGREEMENT AND ACCOMPANIED BY FULL PAYMENT OF THE EXERCISE PRICE (IN THE FORM OF
CASH AND/OR COMMON STOCK) OF THE SHARES YOU ARE PURCHASING.
-------------------------------------------------------------------
The undersigned Optionee hereby irrevocably elects to exercise
the right, represented by the attached Award Agreement, to purchase
_____________ shares of the Common Stock of Triangle Imaging Group, Inc.
("Common Stock") and herewith (1) tenders his check to pay for such shares made
payable to the order of "Triangle Imaging Group, Inc." in the amount of
$______________, and/or (2) tenders his stock certificate no._______ (duly
endorsed with signature guaranteed) representing __________ shares of Common
Stock of the Company, to pay for the purchased shares in accordance with the
terms of the attached Award Agreement, and/or (3) by initialing this space
________, elects to effect a cashless exercise of the Option to purchase the
number of shares identified above pursuant to the terms set forth in the Award
Agreement. The undersigned requests that a stock certificate for the shares
being purchased hereby, suitably legended, if required, be registered in the
name of _________________________ and that such certificate be delivered
to_________________________ whose address
is____________________________________________.
The undersigned Optionee understands that, prior to delivery
of the Option Shares, the undersigned may be required to satisfy any withholding
tax requirements relating to the exercise of the Option represented by the
attached Award Agreement or to the disposition of the Option Shares.
Date
-------------------- ------------------------------------
[Name - Signed]
------------------------------------
[Name - Printed]
------------------------------------
[Social Security Number]
