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EXHIBIT 4.1(a)
Option Agreement between LanVision Systems, Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ dated May
1, 1996
LANVISION ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
fax ▇▇▇-▇▇▇-▇▇▇▇
May 1, 1996
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
LanVision, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
Pursuant to the Plan and Agreement of Merger among LanVision Systems,
Inc. (the "Company"), LanVision, Inc. (the "Subsidiary") and LanVision
Acquisition Co., Inc. dated as of February 8, 1996, the non-qualified stock
options previously granted to you by the Subsidiary to purchase up to 2,720
shares of the Subsidiary's no par value common stock at $33.00 per share have
been converted into the right to acquire 89,760 shares of the Company's common
stock, $.0l par value ("Common Stock") at the price of $1.00 per share.
The options so awarded to you become exercisable only upon vesting, and
vest as follows:
29,620 shares February 1, 1997;
30,158 shares February 1, 1998; and
29,982 shares February 1, 1999.
In addition, your right to exercise these options following vesting is
contingent upon the price of the Company's stock being valued at no less than
$4.00 per share at the time of exercise (such value to be adjusted consistent
with the provisions contained in the next to last paragraph of this letter).
You may exercise your options from time to time so long as your
exercise complies with the following conditions:
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1. You may exercise your options in whole or in part, to the extent
such options have vested, so long as each partial exercise of the
option amounts to a purchase by you of at least one whole share
of common stock.
2. All options granted hereunder terminate and you may not exercise
such options, in whole or in part, after February 1, 2005.
To exercise your options to purchase shares, you must deliver to the
company written notice of exercise containing such written representations and
agreements as the Company may require, together with payment in full in cash or
by check for the shares you elect to purchase and for the required tax
withholding. No certificate for shares shall be issued until full payment
therefor and the required tax withholding has been made to the Company;
provided, however, that the Company shall not be required to issue or deliver
any certificate prior to the admission of such shares to listing on any stock
exchange or securities market on which such stock may at that time be listed,
nor shall issue or delivery be required prior to registration, if necessary
under the securities laws of the United States and any applicable state.
The Company is under no obligation to you to register such shares nor to
comply for your benefit with any exemption from registration so that you may
sell or otherwise transfer the shares. If the shares are issued to you without
having been registered, a legend will be placed on the certificate,
stop-transfer instructions will be issued with respect to the shares, and you
will have to hold them indefinitely unless they are subsequently registered or
an exemption from registration is available. If such an exemption is afforded to
you pursuant to Rule 144 promulgated under the Securities Act of 1933, sales
thereunder may be made only in limited amounts upon the expiration of the
applicable holding period (minimum of two years) and otherwise in accordance
with the terms and conditions of that Rule.
If you cease to be employed by the Company or any subsidiary, parent or
assuming corporation (as referred to in Section 424 of the Internal Revenue Code
of 1986, a amended (the "Code)) for any reason other than by death or permanent
disability, all unexercised rights under these options shall expire on the
ninetieth day immediately following the termination of such employment. If
termination of employment is by reason of permanent disability, such options may
be exercised within the applicable period provided by the Code. If cessation of
your employment is by death, all unexercised rights under these options shall be
exercisable for a period of not in excess of one year thereafter (but not
exceeding the expiration date referenced in the third paragraph of this letter)
by the person or persons to whom the same is transferred by will or by laws of
descent and distribution, to the same extent that you could have exercised such
option at the time of your death. Such time period shall in no event exceed the
maximum time permissible in the case of "incentive stock options" under the
Code. During your life, these options shall be exercisable only by you and shall
not be transferable or assignable other than by your will or by the laws of
descent and distribution as specified above.
Any other attempted transfer or assignment will terminate these options.
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In the event of a stock dividend, recapitalization, reclassification,
split-up or a combination of shares of the Company, appropriate adjustment shall
be made by the Board of Directors of the Company, in the number, kind and/or
option price of the shares covered by these options to the end that your
proportionate interest shall be maintained as before the occurrence of such
event. In the event of a merger or consolidation of the Company or other similar
corporate changes, provisions may be made by the Board of Directors of the
Company for the assumption or substitution of these options. These options may
be modified, extended or renewed by the Company with your consent.
You further understand and agree that the stock options described
herein represent the stock options issuable to you upon the conversion of the
options previously granted to you by the Subsidiary to acquire 2,720 shares of
the Subsidiary's common stock at the price of $33.00 per share, and the stock
option grant letter previously provided to you by the Subsidiary is of no
further force or effect upon your acceptance of this stock option grant letter.
You further agree that you will return to the Company for cancellation such
previous stock option grant letter concurrent with your delivery to the Company
of one executed copy of this stock option grant letter.
Nothing in this option letter shall be deemed to supersede any of the terms of
the Employment Agreement among LanVision Systems, Inc., LanVision, Inc., and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ dated February 1, 1996.
LANVISION SYSTEMS, INC.
By: / s / J. ▇▇▇▇▇ ▇▇▇▇▇
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J. ▇▇▇▇▇ ▇▇▇▇▇, President
If these options to purchase as contained in the foregoing paragraphs
are satisfactory to you (including the paragraph immediately preceding the
signature lines), please indicate your acceptance by signing below. Your
acceptance of these options does not constitute an exercise of your options. To
exercise your options to purchase shares, you must comply with the requirements
set forth above.
Date: 5/2/96 Accepted: / s / R. F. Golden
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