Exhibit 10.22
Stock Purchase Option and Restriction Agreement
THIS STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT (the "Option") is made
as of this 15th day of July, 1998, by and among D. Xxxxxxx Xxxxx, M.D. (the
"Shareholder"), UCI Medical Affiliates of Georgia, Inc., a South Carolina
corporation ("UCI of GA"), and Doctor's Care of Tennessee, P.C., a Tennessee
professional corporation (the "Company").
WHEREAS, simultaneously with the execution and delivery of this Option,
Xxxxxx X. Xxxx, D.O. ("Xxxx") sold to the Shareholder the sole authorized,
issued and outstanding share (the "Share") of the common stock of the Company,
pursuant to the direction of UCI of GA under that certain Stock Purchase Option
and Restriction Agreement by and among the Company, UCI of GA, and Xxxx, dated
March 9, 1998;
WHEREAS, in connection with the above-described sale of stock, UCI of
GA requires that the Shareholder grant this Option pursuant to which UCI of GA
may require that the Shareholder offer to sell any and all shares of the common
stock of the Company owned by Shareholder, including but not limited to the
Share, to a person or persons selected by UCI of GA in accordance with the terms
and conditions set forth herein; and
WHEREAS, the Shareholder is the sole shareholder of the Company, and
the Share represents all the issued and outstanding capital stock of the
Company.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Shareholder hereby irrevocably grants
unto UCI of GA and its successors and assigns (the "Option holder") an option to
the person or persons selected by the Option holder (the "Purchaser") to
purchase any and all shares of the common stock of the Company now or hereafter
owned by Shareholder, including but not limited to the Share, at the price and
upon the terms and conditions described herein, exercisable upon presentation of
this Option and payment of the purchase price as follows:
1. Option Share: Shareholder represents and warrants that: (a) as of
the date hereof, the Share constitutes the sole share of stock or
other securities held directly or indirectly by Shareholder in the
Company; and (b) Shareholder owns, and shall deliver at the
closing (as described below), the Share free and clear of all of
pledges, options, security interests, liens, claims, or other
encumbrances whatsoever and has full right, power, and authority
to option and transfer the Share as described herein.
2. Exercise Price: Exercise of this Option requires the payment of
One Hundred and No/100 ($100.00) Dollars in cash or personal check
by the Purchaser to the Shareholder (the "Exercise Price").
3. Option Period: This Option shall expire, and the Shareholder's
restrictions hereunder shall terminate, upon the earlier of (i)
three years after the effective date of the dissolution of the
Company, unless the Company is earlier reinstated pursuant to the
Tennessee Business Corporation Code, as amended, in which event
this Option shall not terminate; or (ii) the consummation of the
exercise of this Option as set forth herein; or (iii) the written
consent of UCI of GA.
4. Option Exercise: The Option holder may exercise this Option by providing
written notice (an "Exercise Notice") indicating the name of the Purchaser(s),
to the Shareholder at the Shareholder's notice address set forth below,
whereupon closing of the purchase of the Share shall take place at the date set
forth in the Exercise Notice (but not sooner than one (1) day nor later than ten
(10) days after the date the Exercise Notice is delivered to the Shareholder),
or at such other date as the Purchaser and the Shareholder shall agree. Closing
shall take place at the principal office of UCI of GA in Columbia, South
Carolina, or at such other place as the Option holder and the Shareholder shall
agree. The purchase of the Share pursuant to this Option shall be effective for
all purposes at the time the Purchaser tenders payment to the Shareholder of the
Exercise Price.
5. Transfer Upon Exercise: Upon delivery to the Shareholder of the Exercise
Notice by the Option holder, the Shareholder (or in the event of the
Shareholder's death, the personal representative of Shareholder) shall timely
deliver or cause to be delivered to the Purchaser on the date and at the place
of closing set forth in the Exercise Notice such stock certificates and stock
powers, duly endorsed for transfer, as are necessary to complete the transfer of
the Share to Purchaser. Upon delivery to the Purchaser of such instruments, the
Purchaser shall immediately pay the Exercise Price to the Shareholder.
6. Restrictions on Shares: So long as this Option remains outstanding, (a)
the Shareholder shall retain full title to, and reserve for the benefit of the
Option holder, the Share; (b) certificates representing the Share shall bear an
appropriate legend reflecting the Option holder's rights under this Option; and
(c) the Shareholder shall not transfer the Share except pursuant to this Option
without the Option holder's prior written consent which may be withheld for any
or no reason. Any transfer in violation of this Section shall be null, void, and
without effect. The Shareholder ------- hereby acknowledges that the
restrictions set forth in this Section are necessary to maintain the -------
number and identity of the shareholders of the Company and are not manifestly
unreasonable. Each certificate evidencing shares of stock of the Company now or
hereafter held by the Shareholder shall bear a conspicuous statement in
substantially the following form:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THAT CERTAIN
STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT (THE "OPTION"), A COPY
OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY PURPORTED
TRANSFER OR DISPOSITION OF SUCH SHARES IN VIOLATION OF THE OPTION SHALL
BE COMPLETELY NULL AND VOID.
7. Voting and Other Shareholder Rights: Option holder shall have none of the
voting or other rights of a shareholder with respect to the Share which are
the subject of this Option granted hereby until such Share has been fully
paid for upon valid exercise of this Option.
8. Anti-Dilution Features: In the event that the Company proposes, while
this Option remains outstanding, (a) to make a stock dividend, stock
distribution, stock split, reverse stock split, stock reclassification, or (b)
to undergo a recapitalization, merger, consolidation, share exchange, or sale of
all or substantially all assets in return for securities of another company, the
Exercise Price and/or the number of shares subject to this Option shall be
adjusted equitably so that the Option holder shall be entitled to require that
the Shareholder transfer to the Purchaser appointed by the Option holder for a
proportionate aggregate price an equity and economic position in the Company
consistent with the equity and economic position in the Company available under
this Option at the date hereof. Notwithstanding anything contained herein to the
contrary, in the event for any reason the Shareholder is the owner of multiple
shares of the capital stock of the Company, the term "Share" as used herein
shall be deemed to include any and all such shares of the capital stock of the
Company owned by Shareholder from time to time.
9. Resignation: The Shareholder shall be deemed to have resigned as an officer
and director of the Company at the time the Purchaser tenders payment to
the Shareholder of the Exercise Price as set forth in Section 4.
10. License to Practice Medicine: The Shareholder hereby represents and
warrants that as of the date hereof Shareholder is licensed to practice
medicine in the State of Tennessee.
11. Notice of Certain Events: So long as this Option has not expired or been
terminated pursuant to Section 3 hereof, (i) if the Company shall desire to
amend its bylaws or its Articles of Incorporation; or (ii) if any capital
reorganization of the Company, reclassification of the capital stock of the
Company, consolidation or merger of the Company with or into another
corporation, sale lease, or transfer of all or substantially all of the
property and assets of the Company shall desire to be effected; or (iii) if
the Company shall desire to pay any dividend, in shares of stock or cash or
otherwise, or make any distribution upon the shares of its capital stock,
then in any such case, the Company shall cause to be delivered to the
Option holder, at least thirty (30) days prior to the record date fixed for
the purpose of determining shareholders entitled to vote on such action, or
to receive such dividend, distribution, or offer, or to receive shares or
other assets deliverable upon such reorganization, reclassification,
consolidation, merger, sale, lease, transfer, dissolution, liquidation, or
winding up, as the case may be, a notice containing a brief description of
the proposed action and stating such record date.
12. Specific Performance: Each party hereto acknowledges and agrees that the
other parties hereto would be damaged irreparably in the event any of the
provisions of this Option are not performed in accordance with their
specific terms or otherwise breached. Accordingly, each party agrees that
the other parties hereto shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Option and to specifically
enforce this Option and the terms and provisions hereof in any action
instituted in any court of the United States of any state thereof having
jurisdiction over the parties and the matter, in addition to any other
remedy to which it may be entitled, at law or in equity.
13. Miscellaneous: The Option holder shall be entitled to assign this Option to
any person or other entity, including but not limited to any corporation
controlled by or under common control with the Option holder, or in
connection with the acquisition of, or the sale of substantially all of,
the assets of the Option holder. This option may not be assigned by
Shareholder without the prior written consent of the Option holder. This
Option shall inure to the benefit of the Option holder and its successors
and assigns and shall be binding upon the Shareholder and his heirs and
permitted assigns. This Option may be modified or amended, and rights and
obligations hereunder may be waived, only in writing, signed by the Option
holder and the Shareholder. This Option shall be governed by and construed
in accordance with the laws of the State of South Carolina. The parties
consent to jurisdiction and venue for any dispute arising hereunder in the
courts for Richland County, South Carolina. All terms and provisions of
this Option shall be severable from all other terms and provisions of this
Option. Notices required or permitted hereunder must be in writing and
shall be deemed given when placed in the U.S. certified mail, return
receipt requested, with postage prepaid, addressed to the recipient at the
notice address set forth below, or when personally delivered to the
recipient.
IN WITNESS WHEREOF, the parties hereto have executed this Stock
Purchase Option and Restriction Agreement under seal to be legally binding and
effective this 15th day of July, 1998.
Notice Addresses: SHAREHOLDER:
---------------- -----------
0000 Xxxx Xxxxxx
Mail Code 1105 /s/ D. XXXXXXX XXXXX
------------------------- -------------------------------------
Xxxxxxxx, XX 00000 D. Xxxxxxx Xxxxx, M.D.
---------------------
Attn. D. Xxxxxxx Xxxxx, M.D.
UCI OF GA:
---------
UCI MEDICAL AFFILIATES OF GEORGIA,
INC.
0000 Xxxx Xxxxxx, Xxxxx 0000
Mail Code 0000
Xxxxxxxx, Xxxxx Xxxxxxxx 00000 By: /s/ X.X.XXXXXXXXX,III,M.D.
---------------------------------------
Attn: Xxxxx X. Xxxxx, Xx. X. X. XxXxxxxxx, III, M.D.
Its: President and Chief Executive Officer
COMPANY:
DOCTOR'S CARE OF TENNESSEE, P.C.
0000 Xxxx Xxxxxx, Xxxxx 0000
Mail Code 0000
Xxxxxxxx, Xxxxx Xxxxxxxx 00000 By: /s/ XXXXX X. XXXXX, XX.
--------------------------------------------
Attn: Xxxxx X. Xxxxx, Xx. Xxxxx X. Xxxxx, Xx.
Its: Secretary and Treasurer
