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EXHIBIT 10.25
FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE COMPDENT CORPORATION NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
NAME OF OPTIONEE:
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NO. OF OPTION SHARES: 20,000
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OPTION EXERCISE PRICE:
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GRANT DATE:
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EXPIRATION DATE:
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THIS AGREEMENT dated as of the date of grant set forth above (the
"Grant Date") by and between COMPDENT CORPORATION, a Delaware corporation, with
its principal office at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000
(the "Company"), and the person named above (the "Optionee").
WHEREAS, the Company desires to provide to Optionee the opportunity to
acquire an equity interest in the Company as an additional incentive for
serving as a director of the Company; and
WHEREAS, to facilitate the above the Company's Board of Directors has
authorized and the stockholders of the Company have approved of the issuance of
certain options to purchase shares of the Company's Common Stock pursuant to
the CompDent Corporation Non-Employee Directors' Stock Option Plan (the
"Plan").
NOW, THEREFORE, in consideration of the promises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:
1. Grant of Option. The Company hereby grants to the Optionee,
who is a non-employee director of the Company, an option to purchase on or
prior to the expiration date
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specified above (the "Expiration Date") all or any part of an aggregate number
of 20,000 shares of common stock, par value $0.01 per share ("Common Stock"),
of the Company (hereinafter such shares of Common Stock are referred to as the
"Option Shares" and the option to purchase the Option Shares is referred to as
the "Option"), at the per share option exercise price specified above, subject
to the terms and conditions set forth herein and in the Plan. Notwithstanding
anything herein to the contrary, this Option shall be subject to and governed
by the terms and conditions of the Plan. All capitalized terms used herein and
not otherwise defined shall have the respective meanings set forth in the Plan.
2. Exercise Price. The price to be paid for the Option Shares
which is set forth above (the "Exercise Price") shall be equal to the Fair
Market Value (as such term is defined under the Plan) of the Common Stock on
the Grant Date.
3. Vesting and Exercisability. Option Shares may be purchased
pursuant to this Option at any time and from time to time during a period of
ten (10) years from the Grant Date, in whole or in part, subject to Sections 5
and 8 and subject to the provisions hereof:
(a) No Option Shares may be purchased during the first
twelve (12) month period following the date hereof;
(b) On or after the first anniversary of the Grant Date,
Optionee may purchase up to twenty-five percent (25%) of the Option Shares;
(c) On or after the second anniversary of the Grant Date,
Optionee may purchase up to an additional twenty-five percent (25%) of the
Option Shares;
(d) On or after the third anniversary of the Grant Date,
Optionee may purchase up to an additional twenty-five percent (25%) of the
Option Shares;
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(e) On or after the fourth anniversary of the Grant Date,
Optionee may purchase up to an additional twenty-five percent (25%) of the
Option Shares;
(f) The option to purchase such Option Shares as set
forth above shall accumulate from year to year, but all options to purchase
Option Shares must be exercised on or before the Expiration Date, at which time
all unexercised Options shall expire.
4. Exercise of Option. The Option may be exercised only by
written notice, which shall specify the number of Option Shares being purchased
in cash or its equivalent. Said notice shall be delivered or mailed by
postpaid, registered or certified mail addressed to the Company at its
principal office, Attention: President. Such purchased shares shall be
forthwith delivered to Optionee upon payment of the purchase price which may be
made by one or more of the following methods:
(a) In cash, by certified or bank check or other
instrument acceptable to the Board of Directors or its authorized committee;
(b) In the form of shares of Common Stock that are not
then subject to restrictions under any Company plan, if such shares have been
held for at least six months prior to the exercise date and permitted by the
Board or its authorized committee, in its discretion. Such surrendered shares
shall be valued at Fair Market Value on the exercise date; or
(c) By the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the
Company to pay the purchase price; provided that in the event the Optionee
chooses to pay the purchase price as so provided, the Optionee
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and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Company shall prescribe as a condition
of such payment procedure. Payment instruments will be received subject to
collection.
5. Termination. In the event that the Optionee's position as a
member of the Board of Directors of the Company terminates for any reason, this
Option shall no longer vest after the effective date of such termination, and
this Option may thereafter be exercised, to the extent it was vested and
exercisable on the date of such termination, by the Optionee until the earlier
of the Expiration Date or three (3) months from the effective date of such
termination; provided, however, in the event of the death or disability of the
Optionee, the Optionee s personal representative may exercise this Option, to
the extent vested and exercisable on the date of such death or disability,
until the earlier of the Expiration Date or six (6) months after such death or
disability.
6. Transferability. The Option herein granted shall not be
transferable by the Optionee otherwise than by will or the laws of descent and
distribution. The Option may be exercised during the life of the Optionee
solely by the Optionee, except that in the case of death or disability of an
Optionee, the Optionee's personal representative shall have the power to
exercise the Options within the time period prescribed in Section 5 above.
7. Adjustments Upon Changes in Capitalization. If the
outstanding shares of the class then subject to this Option are increased or
deceased, or are changed into or exchanged for a different number or kind of
shares or securities, as a result of recapitalizations, stock splits, reverse
stock splits, stock dividends or the like, appropriate adjustments shall be
made in the number and/or kind of shares or securities for which the
unexercised portions of this Option may thereafter be exercised, all without
any change in the aggregate exercise price applicable to the unexercised
portions of this
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Option, but with a corresponding adjustment in the exercise price per share.
No fractional share of stock shall be issued under this Option or in connection
with any such adjustment. Such adjustments shall be made by or under authority
of the Board of Directors of the Company whose determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive.
8. Effect of Certain Transactions. In the case of (a) the
dissolution or liquidation of the Company, (b) a merger, reorganization or
consolidation in which the Company is acquired by another Person or Persons
(other than a holding company formed by the Company) or in which the Company is
not the surviving corporation or (c) the sale of all or substantially all of
the assets of the Company to another Person or Persons, this Option shall
terminate on the effective date of such transaction or event, unless provision
is made in such transaction or event, in the sole discretion of the parties
thereto as the case may be, for the assumption of this Option or the
substitution for this Option of a new stock option of the successor Person or a
parent or subsidiary thereof, with such adjustment as to the number and kind of
shares and the per share exercise price as to which such parties shall agree.
The Company shall give written notice of any such transaction or event to the
Optionee at least twenty (20) days prior to the effective date of such
transaction or event or the record date on which shareholders of the Company
entitled to participate in such transaction or event shall be determined,
whichever comes first. If this Option shall terminate pursuant to this Section
8, the Optionee shall have the right, at such time prior to the consummation of
the transaction or event causing such termination, to exercise the unexercised
portions of this Option, including
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the portions thereof which would not yet be exercisable; provided, however,
that in no event shall the Option be exercisable after the Expiration Date.
9. This Option shall not confer upon the Optionee any right with
respect to the continuance of the relationship between Optionee and the Company
or its related corporations, nor shall it interfere in any way with the right
of the Company to terminate the Optionee's relationship with the Company or any
of its subsidiaries.
10. This Agreement shall be governed and interpreted by the laws
of the State of Delaware.
11. As used in this Agreement, the masculine, feminine or neuter
gender and the singular or plural number shall be deemed to include the others
whenever the context so indicates or requires.
12. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof, and no change or
modification shall be valid unless made in writing and signed by the party
against whom such change or modification is sought to be enforced.
13. Notices hereunder shall be mailed or delivered to the Company
at its principal office, Attention: President, and shall be mailed or
delivered to Optionee at the address set forth below, or in either case at such
other address as one party may subsequently furnish to the other party in
writing.
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IN WITNESS WHEREOF, the Company has caused this Non-Qualified Stock
Option Agreement to be executed by its duly authorized officers and the
Optionee has hereunto affixed his hand as of the day and year first above
written.
COMPDENT CORPORATION:
By:
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Title:
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OPTIONEE:
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Name:
Optionee's Address:
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