EXHIBIT 99.14
STAT HEALTHCARE, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
STAT Healthcare, Inc., a Delaware corporation (the "Company"), has
granted to Xxxxxxx X. Xxxxxxxxx (the "Optionee"), an option to purchase a total
of 10,000 shares of Common Stock (the "Shares"), at the price determined as
provided herein, and subject to the terms herein.
1. NATURE OF THE OPTION. This Option is a nonstatutory option not intended
to satisfy the requirements of Section 422 of the Code.
2. EXERCISE PRICE. The exercise price is $2.75 for each share of Common
Stock, which price is not less than the fair market value per share of
the Common Stock on the date of grant.
3. EXERCISE OF OPTION. This Option shall be exercisable during its term as
follows:
(i) RIGHT TO EXERCISE
(a) Subject to subsections 3(i) (b) and (c) below, this Option
shall vest at the rate of twenty-five percent (25%) per
year for four (4) years.
(b) This Option may not be exercised for a fraction of a
share.
(c) In the event of Optionee's death, disability or other
termination of services, the exercisability of the Option
is governed by Sections 6, 7 and 8 below.
(ii) METHOD OF EXERCISE. This Option shall be exercisable by written
notice which shall state the election to exercise the Option,
the number of Shares in respect of which the Option is being
exercised, and such other representations and agreements as to
the holder's investment intent with respect to such shares of
Common Stock as may be required by the Company pursuant to the
provisions of the Plan. Such written notice shall be signed by
the Optionee and shall be delivered in person or by certified
mail to the Secretary of the Company. The written notice shall
be accompanied by payment of the exercise price. This Option
shall be deemed to be exercised upon receipt by the Company of
such written notice accompanied by the exercise price.
No shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with all
relevant provisions of law and the requirements and any stock
exchange upon which the Shares may then be
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listed. Assuming such compliance, the Shares shall be considered
transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.
4. OPTIONEE'S REPRESENTATIONS. In the event the Shares purchasable pursuant
to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is
exercised, Optionee shall, upon the Company's request, concurrently with
the exercise of all or any portion of this Option, deliver to the
Company its Investment Representation Statement in the form attached
hereto as Exhibit "A".
5. METHOD OF PAYMENT. Payment of the exercise price shall be by any of the
following, or a combination thereof, at the election of the Optionee:
(i) cash; or
(ii) check.
6. TERMINATION OF DIRECTOR STATUS. If Optionee ceases to serve as a
Director, Optionee may, but only within thirty (30) days after the date
of such cessation, exercise this Option to the extent that Optionee was
entitled to exercise it at the date of such cessation of service. To the
extent that Optionee was not entitled to exercise this Option at the
date of such cessation of service or if Optionee does not exercise this
Option within the time specified herein, this Option shall terminate.
7. DISABILITY OF OPTIONEE. Notwithstanding the provisions in Section 6
above, if Optionee is unable to continue his service with the Company as
a result of his total and permanent disability (as defined in Section
22(e)(3) of the Code), Optionee may, but only within six (6) months from
the date of cessation of service, exercise this Option to the extent
Optionee was entitled to exercise it at the date of such termination. To
the extent that Optionee was not entitled to exercise the Option at the
date of termination, or if Optionee does not exercise such Option (which
he was entitled to exercise) within the time specified herein, the
Option shall terminate.
8. DEATH OF OPTIONEE. In the event of the death of Optionee:
(i) during the term of this Option and while a Director of the
Company and having been in Continuous Status as Director since
the date of grant of the Option, the Option may be exercised, at
any time within six (6) months following the date of death, by
Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the
extent of the right to exercise that had accrued at the date of
death; or
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(ii) within thirty (30) days after the termination of Optionee's
Continued Status as a Director, the Option may be exercised, at
any time within six (6) months following the date of death, by
Optionee's estate or by a person who acquired the right to
exercise the Option by Bequest or inheritance, but only to the
extent of the right to exercise that had accrued at the date of
termination.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any
required action by the shareholders of the Company, the number of shares
of Common Stock covered by this Option, as well as the price per share
of Common Stock covered by this Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of
Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of issued shares of Common
Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common
Stock subject to an Option.
In the event of the proposed dissolution or liquidation of the Company,
the Option will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. The Board may,
in the exercise of its sole discretion, in such instances, declare that
this Option shall terminate as of a date fixed by the Board and give
Optionee the right to exercise this Option as to all or any part of the
Shares, including Shares as to which the Option would not otherwise be
exercisable. In the event of a proposed sale of all or substantially all
of the assets of the Company, or the merger of the Company with or into
another corporation, the Option shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or
subsidiary of each in lieu of such assumption or substituted by such
successor corporation or a parent or subsidiary of each successor
corporation, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, that Optionee
shall have the right to exercise the Option as to all of the Shares,
including Shares as to which the Option would not otherwise be
exercisable. If the Board makes this Option fully exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets,
the Board shall notify Optionee that this Option shall be fully
exercisable for a period of thirty (30) days from the date of such
notice, and this Option will terminate upon the expiration of such
period.
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10. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner. The terms of this Option shall be binding upon the successors
and assigns of the Optionee.
11. TERM OF OPTION. This Option may not be exercised more than five years
from the date of grant of this Option.
12. RESTRICTIONS ON COMMON STOCK. The Common Stock issuable upon exercise of
this Option shall be subject to the terms, conditions, rights and
restrictions of that certain Shareholders' Agreement and/or Voting
Agreement by and among the Company and its shareholders, if any, which
such agreement is incorporated herein by this reference.
13. DEFINITIONS. As used herein, the following definitions shall apply:
(i) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(ii) "CONTINUOUS STATUS AS A DIRECTOR" shall mean the absence of any
interruption or termination of service as a Director. Continuous
Status as a Director shall not be considered interrupted in the
case of sick leave, military leave, or any other leave of absence
approved by the Board.
DATE OF GRANT: June 29, 1995
STAT Healthcare, Inc.
a Delaware Corporation
By: __________________________
Dated: _________________
_______________________________
Xxxxxxx X. Xxxxxxxxx, Optionee
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