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EXHIBIT 10
HEALTHDYNE TECHNOLOGIES,INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
COMMON STOCK
(Without Par Value)
OPTION FOR THE PURCHASE OF SHARES
THIS OPTION AGREEMENT, made and entered into as of the 20th day of April,
1995, (the "Effective Date"), by and between HEALTHDYNE TECHNOLOGIES, INC., A
Georgia corporation (the "Company"), and (the "Optionee");
W I T N E S S E T H :
WHEREAS, the Optionee is a member of the Company's Board of Directors, and
the Company has determined that the Optionee is not an employee of the Company;
and
WHEREAS, the Company has determined that it is desirable to grant to the
Optionee an option to purchase a limited number of shares of its common stock
upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the Optionee's services to the Company
and in consideration of the mutual covenants contained herein, the parties
hereto do agree as follows:
1. General Definitions. For purposes of this Option Agreement, each of
the following terms, when used herein, shall have the meaning hereinafter
provided:
(a) The "Code" shall mean the Internal Revenue Code of 1986, as amended.
(b) "Common Stock" shall mean the common stock of the Company, par value
$.01 per share.
(c) The "Company" shall mean Healthdyne Technologies, Inc.
(d) The "Exercise Date" shall mean the third anniversary from the
Effective Date provided that this option shall be exercisable prior thereto as
to the percentage of the shares of Common Stock then subject to this Option
indicated by the table below based upon the number of years from the Effective
Date:
Number of Years Percentage of Shares
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At least 1 but
less than 2 33-1/3%
At least 2 but
less than 3 66-2/3%
At least 3 100%
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(e) The "Expiration Date" shall mean the date on which this Option expires
pursuant to the provisions of paragraph 4 hereof.
(f) This "Option" shall mean the option evidenced by this Option
Agreement.
(g) The "Option Price" shall mean the purchase price of each share of
Common Stock that may be purchased by the Optionee upon the exercise of this
Option, in whole or in part, as adjusted from time to time in accordance with
the provisions hereof.
(h) The "Stock Option Plan" shall mean the Non-employee Director Stock
Option Plan.
(i) The "Subsidiaries" shall mean any corporations now or hereafter
existing which are "subsidiary corporations" of the Company within the meaning
of Section 425(f) of the Code.
2. Grant of Option. Upon the terms and subject to the conditions and
limitations hereinafter set forth, the Optionee shall have the right, at any
time after the Exercise Date and on or before the Expiration Date, to purchase
6,667 shares of Common Stock, such number of shares being subject to adjustment
in accordance with the provisions set forth below. The purchase price of the
shares of Common Stock that may be purchased upon the exercise of this Option
in whole or in part shall be Eleven and 875/100 Dollars ($11.875) per share,
subject, however, to adjustment in accordance with the provisions set forth
below.
3. Manner of Exercise. Subject to the terms, conditions and limitations
set forth herein, this Option may be exercised in whole or in part at any time
or from time to time after the Exercise Date and on or before the Expiration
Date as to any part of the number of whole shares of Common Stock then subject
to this Option. Such exercise shall be effective only if the Optionee duly
executes and delivers to the Company, at the principal executive office of the
Company or at such other address as the Company may designate by notice in
writing to the Optionee, an option exercise form substantially the same as that
attached hereto as Exhibit A, indicating the number of shares of Common Stock
to be purchased and accompanied by cash in an amount equal to the purchase
price of such shares. Upon any effective exercise of this Option, the Company
shall become obligated to issue a certificate or certificates to the Optionee
representing the number of shares of Common Stock so purchased. No fractional
shares will be issued.
4. Expiration of Option. This Option shall expire, shall become null and
void, and shall be of no further force and effect upon the earlier to occur of
the following events:
(a) The tenth anniversary of the Effective Date; or
(b) Thirty (30) days after termination of the Optionee's service on the
Board of Directors of the Company; provided, however, that in the event of the
death of the Optionee while serving as a member of the Board of Directors, the
Option shall terminate six (6) months following the date of death; or
(c) Thirty (30) days after the Optionee becomes an employee of the
Company or its subsidiaries.
5. Xxxxxx's Exercise Subject to Compliance with Securities Laws.
Notwithstanding the exercise of this Option, in whole or in part, in accordance
with all other provisions of this Option, the Company shall have no obligation
to honor such exercise and to issue Common Stock pursuant thereto unless and
until the shares of Common Stock to be purchased pursuant to such exercise
shall have been registered under the Securities Act of 1933, as amended (the
"1933 Act"), and under all applicable state securities laws, or unless the
Company shall have received an opinion of counsel satisfactory to the Company
to the effect that such registration is not required. If the foregoing
conditions shall not have been met within 60 Option Price and the number of
shares issuable upon the exercise of this Option) shall thereafter be
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days after exercise, the Company may elect to treat such exercise as null and
void. Upon the Company's election to treat any such exercise as null and void,
the Company shall return any cash delivered in payment for shares of Common
Stock upon such exercise. No such voided exercise shall prejudice the
Optionee's right to exercise this Option, in whole or in part, at any other
time.
6. Adjustment of Option Price and Number of Shares That May Be Purchased
Hereunder. The Option Price and the number of shares of Common Stock that may
be purchased hereunder shall be subject to adjustment from time to time in
accordance with the following provisions:
(a) In the event of the issuance of additional shares of Common Stock as
a dividend, from and after the record date for the determination of
shareholders entitled to such dividend the Optionee (until another such
adjustment, if any) shall be entitled to purchase under this Option the number
of shares of Common Stock, calculated to the nearest full share, obtained by
multiplying the number of shares of Common Stock subject to this Option
immediately prior to said record date by the percentage that the number of
additional shares constituting any such dividend is of the total number of
shares of Common Stock outstanding immediately prior to said record date and
adding the result so obtained to the number of shares of Common Stock subject
to this Option immediately prior to said record date.
Upon each adjustment made pursuant to this subparagraph (a) to the number
of shares of Common Stock that the Optionee may purchase under this option
pursuant to this subparagraph (a), the Option Price in effect immediately prior
to such adjustment shall be reduced to an amount determined by dividing (i) the
product obtained by multiplying such Option Price by the number of shares of
Common Stock subject to this Option immediately prior to such adjustment by
(ii) the number of shares of Common Stock subject to this Option immediately
following such adjustment.
(b) If the Company should at any time subdivide the outstanding shares of
its Common Stock, the Option Price in effect immediately prior to such
subdivision shall be proportionately decreased, and if the Company should at
any time combine the outstanding shares of its Common Stock, the Option Price
in effect immediately prior to such combination shall be proportionately
increased, effective from and after the record date of such subdivision or
combination, as the case may be.
Upon each adjustment of the Option Price made pursuant to this
subparagraph (b), the Optionee (until another such adjustment, if any) shall be
entitled to purchase, at the adjusted Option Price, the number of shares of
Common Stock, calculated to the nearest full share, obtained by dividing (i)
the product obtained by multiplying the number of shares of Common Stock
subject to this Option immediately prior to such adjustment by the Option Price
in effect prior to such adjustment by (ii) the adjusted Option Price.
7. Reorganization, Reclassification, Consolidation or Merger. If at any
time while this Option is outstanding there should be any reorganization or
reclassification of the Common Stock of the Company (other than a subdivision
or combination of shares provided for in paragraph 6 above), or any
consolidation or merger of the Company with another corporation, then the
number of shares of Common Stock or other securities or property of the Company
or of the successor corporation resulting from such consolidation or merger, as
the case may be, to which a holder of the number of shares of Common Stock that
may then be purchased upon the exercise of this Option would have been entitled
upon such reorganization, reclassification, consolidation or merger if this
Option had been exercised in full immediately prior to such reorganization,
reclassification, consolidation or merger, may thereafter be purchased
hereunder in lieu of the shares of Common Stock theretofore subject to this
Option; and in any such case, appropriate adjustment (as determined by
agreement of the Optionee and the Company) shall be made in the application of
the provisions herein set forth with respect to the rights and interest
thereafter of the Optionee to the end that the provisions set forth herein
(including the adjustment of the Option Price and the number of shares issuable
upon the exercise of this Option) shall thereafter be
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applicable, as nearly as reasonably may be, in relation to any shares or other
property that may thereafter be purchased hereunder.
8. Notice of Adjustment. Upon the occurrence of any adjustment of the
Option Price, any increase or decrease in the number of shares of Common Stock
that may be purchased upon the exercise of this Option, or any reorganization,
reclassification, consolidation, merger or other transaction to which paragraph
7 hereof shall apply, then, and in each such case, the Company, within 30 days
thereafter, shall give written notice thereof to the Optionee at the address of
the Optionee shown on the books of the Company, which notice shall state the
Option Price as adjusted and the increased or decreased number of shares that
may be purchased upon the exercise of this Option, setting forth in reasonable
detail the method of calculation of each.
9. Charges, Taxes and Expenses. The issuance of certificates for shares
of Common Stock upon any exercise of this Option shall be made without charge
to the Optionee for any transfer tax or other such expense imposed or incurred
with respect to the issuance of such certificates, all of which transfer taxes
and expenses shall be paid by the Company.
10. Certain Obligations of the Company. The Company shall not, by
amendment of its Restated and Amended Articles of Incorporation or through
reorganization, consolidation, merger, dissolution or sale of assets, or by any
other voluntary act or deed, avoid or seek to avoid the performance or
observance of any of the covenants, stipulations or conditions contained herein
to be performed or observed by the Company, but will at all times in good faith
assist, insofar as it is able, in the carrying out of all provisions of this
Option and in the taking of all other action that may be necessary to protect
the rights of the Optionee against dilution. Without limiting the generality
of the foregoing, the Company agrees that it will not establish or increase the
par value of the shares of any Common Stock that are at the time issuable upon
exercise of this Option above the then prevailing Option Price hereunder and
that before taking any action that would cause an adjustment reducing the
Option Price hereunder below the then par value, if any, of the shares of any
Common Stock that may be purchased upon the exercise of this Option, the
Company will take any corporate action that, in the opinion of its counsel, may
be necessary so that the Company may validly and legally issue fully-paid and
nonassessable shares of such Common Stock at the Option Price as so adjusted.
11. Assignment. This Option may not be transferred or assigned by the
Optionee otherwise than by will or by the laws of descent and distribution and,
during the lifetime of the Optionee, may be exercised, in whole or in part,
only by the Optionee.
12. Miscellaneous.
(a) The Company covenants that it will at all times reserve and keep
available, solely for the purpose of the issue upon the exercise of this
Option, a sufficient number of shares of Common Stock to permit the exercise of
this Option in full.
(b) The terms of this Option shall be binding upon and shall inure to the
benefit of any successors or assigns of the Company and of the Optionee.
(c) The Optionee shall not be entitled to vote or to receive dividends
with respect to any Common Stock that may be, but has not been, purchased under
this Option and shall not be deemed to be a shareholder of the Company with
respect to any such Common Stock for any purpose.
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IN WITNESS WHEREOF, the Company and the Optionee have excuted this option
Agreement as of the day and year first above written.
ATTEST: HEALTHDYNE TECHNOLOGIES, INC.
By: By:
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Secretary or Assistant Secretary President and Chief Executive Officer
OPTIONEE
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EXHIBIT A
OPTION EXERCISE FORM
(To be executed by the Participant to
exercise the rights to purchase Common Stock
evidenced by the foregoing Option)
TO: HEALTHDYNE TECHNOLOGIES, INC.
The undersigned hereby exercises the right to purchase _______________
shares of Common Stock covered by the foregoing Option in accordance with the
terms and conditions thereof, and herewith makes payment of the Option Price of
such shares in full.
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Optionee
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(Address)
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(Social Security Number)
Dated: , 19
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