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Exhibit 10.17
Medscape, Inc.
Nonqualified Stock Option Agreement
THIS AGREEMENT, made as of the 23rd day of May, 1996, by and between
Medscape, Inc., a New York corporation (the "Company"), and _______ (the
"Optionee").
WITNESSETH, THAT:
WHEREAS, the Company wishes to grant this stock option to the
Optionee.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Grant of Option
The Company hereby grants to the Optionee, on the date set forth
above, the right and option (hereinafter called "the option") to purchase all or
any part of an aggregate of XXXXXXX shares of Class B Common Stock, par value
$.01 per share, at the price of $.027 per share on and subject to the terms and
conditions set forth herein. This option is intended to be a nonqualified stock
option.
2. Duration and Exercisability
(a) Except as provided in paragraphs (c) and (e) below, this option
may not be exercised by Optionee until the expiration of one (1) year from the
date of grant, and this option shall in all events terminate ten (10) years
after the date of grant. Subject to the other terms and conditions set-forth
herein, this option may be exercised by Optionee in cumulative installments as
follows:
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Cumulative percentage of
On or after each of the shares as to which option is
following dates exercisable
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June 1, 1997 33.3%
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June 1, 1998 66.6%
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June 1, 1999 100.0%
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(b) During the lifetime of Optionee, the option shall be exercisable
only by Optionee and shall not be assignable or transferable by Optionee, other
than by will or the laws of descent and distribution.
(c) Notwithstanding the installment exercise provision set forth in
paragraph (a) above and subject to the other terms and conditions set forth
herein, this option may be exercised as to 100% of the shares of Common Stock of
the Company for which this option was
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granted on the date of a "change of control" as hereinafter defined.
Notwithstanding the provisions of the Plan, a "change of control" shall mean the
date on which the Board of Directors of the Company, in its sole and absolute
discretion, determines that a significant change in the stock ownership of the
Company or in the ownership of substantially all of the assets of the Company
has occurred, whether or not a "Corporate Change" shall be deemed to have
occurred under the 1996 Stock Option Plan (the "Plan").
(d) In consideration of the grant of the option provided in Section
1 hereof, the Optionee agrees that upon exercise of the option, in whole or in
part, the Optionee at the election of the Board of Directors shall enter into
and be bound by the terms and provisions of such agreements among stockholders
generally as the Board shall designate.
(e) Notwithstanding the foregoing, however, the Optionee's right to
exercise the Option shall be subject to satisfaction of the requirements under
Section 2(e) of the SCP Option (related to performance based vesting) and the
option may be exercised only to the same percentage that the SCP Option is
exercisable. The "SCP Option" shall mean the option granted on the date hereof
to the Optionee by SCP Communication, Inc.
3. Manner of Exercise
(a) The option can be exercised only by Optionee or other proper
party by delivering within the option period written notice to the Company at
its principal office. The notice shall state the number of shares as to which
the option is being exercised and be accompanied by payment in full of the
option price for all shares designated in the notice.
(b) Optionee may pay the option price in cash, by check (bank check,
certified check or personal check), by money order, or with the approval of the
Company (i) by delivering to the Company for cancellation certificates
representing Common Stock of the Company with a fair market value as of the date
of exercise equal to the option price or the portion thereof being paid by
tendering such shares, (ii) by delivering to the Company a combination of cash,
and by delivering for cancellation certificates representing Common Stock of the
Company with an aggregate fair market value equal to the option price. For these
purposes, the fair market value of the Company's Common Stock as of any date
shall be reasonably determined in good faith by the Committee or the Board from
time to time.
4. Restrictions on Issuance of Shares
Notwithstanding the provisions of Section 2, the Company shall have
no obligation to deliver any certificate or certificates representing shares of
Common Stock upon exercise of an option until the following conditions shall be
satisfied:
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(a) The shares with respect to which the option has been exercised
are at the time of the issue of such shares effectively registered under
applicable Federal and State securities laws as now in force or hereafter
amended; or
(b) Counsel for the Company shall have given an opinion that the
issuance of such shares upon exercise of the option is exempt from registration
under Federal and State securities laws as now in force or hereafter amended or
the Company is otherwise satisfied in its discretion that such exercise complies
with such securities laws; and
(c) In either event the Company has complied with all applicable
laws and regulations, including without limitation all regulations required by
any stock exchange upon which the Company's outstanding Common Stock is then
listed.
The Company shall use reasonable efforts to the extent it deems
practicable to bring about the compliance with the above conditions within a
reasonable time except that the Company shall be under no obligation to cause a
registration statement or a posteffective amendment to any registration
statement to be prepared at its expense solely for the purpose of covering the
issue of shares in respect of which any option may be exercised or to permit any
Optionee to effect a registration of his or her shares in connection with a
registration of shares by the Company.
5. Miscellaneous
(a) This option is issued pursuant to the Plan and is subject to its
terms. The terms of the Plan are available for inspection during business hours
at the principal offices of the Company.
(b) This Agreement shall not confer on Optionee any right with
respect to continuance of employment by the Company or any of its subsidiaries,
nor will it interfere in any way with the right of the Company to terminate such
employment at any time. Optionee shall have none of the rights of a shareholder
with respect to shares subject to this option until such shares shall have been
issued to Optionee upon exercise of this option.
(c) The exercise of all or any part of this option shall only be
effective at such time that the sale of Common Stock pursuant to such exercise
will not violate any state or Federal or State securities or other laws.
(d) If there shall be any change in the Common Stock of the Company
through merger, consolidation, reorganization, recapitalization, dividend in the
form of stock (of whatever amount), stock split or other similar change in the
corporate structure of the Company, and all or any portion of the option shall
then be unexercised and not yet expired, then appropriate adjustments in the
outstanding option shall be made by the Company, in order to
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prevent dilution or enlargement of option rights. Such adjustments shall
include, where appropriate, changes in the number of shares of Common Stock and
the price per share subject to the outstanding option.
(e) The Company shall at all times during the term of the option
reserve and keep available such number of shares as will be sufficient to
satisfy the requirements of this Agreement.
(f) The Plan permits the Board or Committee to provide for terms in
the grant of an option thereunder that differ from the terms of the Plan and,
accordingly, the terms of this Agreement shall govern with respect to any
conflict between this Agreement and the Plan.
6. Notices
Notices to be given hereunder shall be in writing and shall be
delivered personally or sent by registered or certified mail, postage prepaid,
return receipt requested, and addressed, if to the Optionee at 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx such other address as the Optionee specifies in
writing to the Company, and if to the Company to its then principal office.
7. Entire Agreement
This instrument contains the entire agreement between the parties
and supersedes all prior agreements and may be changed only by an agreement in
writing and signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.
8. Governing Law
This Agreement shall be construed and enforced in accordance with
the laws of the State of New York.
9. Severability
In case any one or more of the provisions hereof shall be determined
to be invalid or unenforceable, either in whole or in part, this Agreement shall
be deemed amended to delete or modify, as necessary, the offending provision or
provisions and to alter the balance of this Agreement in order to render the
same valid and enforceable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day and year first above written.
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OPTIONEE:
By:_________________________
Name:
Medscape, Inc.
By:_________________________
Title: Xxxxx Xxxxxxxx, Acting CEO
