EXHIBIT 10(j)
OPTION AGREEMENT
This Agreement, dated the 5th day of March, 1996, by and between Clinicor,
Inc., a Nevada corporation (the "Company"), and Xxxxxxxx X. Xxxx (the
"Optionee");
W I T N E S S E T H:
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WHEREAS, the Company desires to grant unto the Optionee an option to
purchase fifty thousand (50,000) shares of its common stock;
NOW, THEREFORE, for good and valuable consideration, as well as the
covenants and agreements herein contained, the receipt and sufficiency of all of
which are hereby acknowledged, the parties hereto agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee the right
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and option to purchase, subject to all of the terms and conditions of this
Agreement, up to an aggregate fifty thousand (50,000) shares of the common
stock, $.001 par value, of the Company (referred to herein as the "Option
Stock"), at a cost of One Dollar ($1.00) per share (the "Option"). The per
share exercise price from time to time in effect hereunder is referred to herein
as the "Exercise Price."
2. Term of Option. The term of the Option shall commence on the date
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hereof and shall automatically terminate and expire on February 28, 2001.
3. Time of Exercise. This Option may be exercised by Optionee at any
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time during the term hereof, in whole or in part,
but for not less than five thousand (5,000) shares at a time (subject to
adjustment pursuant to Section 10 below).
4. Method of Exercise. As modified by Section 6, the Option may be
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exercised by the Optionee's delivery to the Company of a written notice stating
that the Optionee desires to exercise the Option, specifying the number of
shares of Option Stock to be purchased, together with cash or a certified or
cashier's check payable to the order of the Company for an amount equal to the
Exercise Price multiplied by the number of shares of Option Stock being
purchased. The Company may then require that there be presented to and filed
with it such evidence as it may deem necessary to establish that the Option
Stock to be purchased is being acquired for investment and not with a view to
distribution or resale and is otherwise being acquired in accordance with
applicable securities laws.
5. Delivery. As promptly as possible after receipt of the Optionee's
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written notice and payment and of such evidence of intent to acquire for
investment and of compliance with applicable securities laws as may be required
by the Company, the Company will deliver to the Optionee certificates for the
number of shares of Option Stock being purchased, issued in the Optionee's name.
6. Like Kind Exercise. Notwithstanding any provisions herein to the
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contrary, if on the date of exercise the fair market value of one (1) share of
Option Stock is greater than the Exercise Price, then in lieu of exercising this
Option for cash, the
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Optionee may elect (by appropriate designation in the written notice of
exercise) to receive shares equal to the value of this Option (or the portion
thereof being exercised), in which event the Company shall issue to the Optionee
a number of shares of Common Stock computed using the following formula:
Y (A-B)
X = _______
A
Where X = the number of shares of Common Stock to be issued to the
Optionee
Y = the number of shares of Option Stock being purchased under
the Option
A = the fair market value of one (1) share of the Option Stock
(at the date of exercise)
B = Exercise Price (as adjusted to the date of exercise)
For purposes of the above calculation, fair market value of one (1) share of
Option Stock shall be determined by the Company's Board of Directors in good
faith; provided, however, that where there exists a public market for the
Company's Common Stock at the time of such exercise, and where the average
trading volume for the forty-five (45) trading days prior to exercise is not
less than twenty thousand (20,000) shares per day (reflecting the buy and sell
sides of transactions involving an average of ten thousand (10,000) shares per
day), then the fair market value per share shall be the average of the closing
bid and asked prices of the Common Stock quoted in the Over-The-Counter Market
Summary or the last reported sale price or the closing price quoted on the
Nasdaq National
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Market or on any exchange on which the Common Stock is listed, whichever is
applicable, for such forty-five (45) trading days prior to the date of exercise.
Notwithstanding the foregoing, in the event the Option is exercised in
connection with a Company's initial public offering of Common Stock, the fair
market value per share shall be the per share public price.
7. Rights of Optionee. This Option shall not entitle the Optionee to any
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of the rights of a stockholder of the Company.
8. Transfer of Option. This Option may not be transferred in any manner
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otherwise than by will or by the laws of descent or distribution and may be
exercised during the lifetime of Optionee only by Optionee. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of Optionee.
9. Notices. Whenever the Exercise Price or the number of shares of
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Option Stock purchasable hereunder shall be adjusted pursuant to Section 10
hereof, the Company shall issue a certificate signed by its Chief Financial
Officer setting forth, in reasonable detail, the event requiring the adjustment,
the amount of the adjustment, the method by which such adjustment was
calculated, and the Exercise Price and number of shares purchasable hereunder
after giving effect to such adjustment, and shall cause a copy of such
certificate to be mailed to the Optionee.
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10. Adjustments. The Exercise Price and the number of shares purchasable
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hereunder are subject to adjustment from time to time as follows:
(a) Merger, Reorganization, etc. If at any time while this Option is
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outstanding there shall be (i) a reorganization (other than a combination,
reclassification, exchange or subdivision of shares otherwise provided for
herein) or (ii) a merger or consolidation of the Company with or into another
corporation in which the Company is not the surviving entity, or a reverse
triangular merger in which the Company is the surviving entity but the shares of
the Company's capital stock outstanding immediately prior to the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash, or otherwise, then, as a part of such reorganization, merger
or consolidation, provision shall be made so that the Optionee shall thereafter
be entitled to receive upon exercise of this Option the number of shares of
stock or other securities or property of the successor corporation resulting
from such reorganization, merger or consolidation that a holder of the shares
deliverable upon exercise of this Option would have been entitled to receive in
such reorganization, consolidation or merger if this Option had been exercised
immediately before such transaction, all subject to further adjustment as
provided in this Section 10. The foregoing provisions of this Section 10 shall
similarly apply to successive reorganizations, consolidations and mergers. If
the
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per-share consideration payable to the Optionee for shares in connection with
any such transaction is in a form other than cash or marketable securities, then
the value of such consideration shall be determined in good faith by the
Company's Board of Directors.
(b) Reclassification, etc. If the Company, at any time while this
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Option remains outstanding, by reclassification of securities or otherwise,
shall change any of the securities as to which purchase rights under this Option
exist into the same or a different number of securities of any other class or
classes, this Option shall thereafter represent the right to acquire such number
and kind of securities as would have been issuable as the result of such change
with respect to the securities that were subject to the purchase rights under
this Option immediately prior to such reclassification or other change, and the
Exercise Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 10.
(c) Split, Subdivision or Combination of Shares. If the Company at
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any time while this Option, or any portion thereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which purchase
rights under this Option exist, into a different number of securities of the
same class, the Exercise Price for such securities shall be proportionately
decreased in the case of a split or subdivision or proportionately increased in
the case of a combination.
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11. Notices. Any notice or communication required or permitted hereunder
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shall be sufficiently given if in writing and if delivered (including delivery
by private courier or facsimile transmittal) or sent by registered or certified
mail, postage prepaid, return receipt requested:
(a) if to the Company, addressed to
Clinicor, Inc.
000 Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: President
(b) if to the Optionee, addressed to
Xxxxxxxx X. Xxxx
000 Xxxxxxxxx
Xxxxxxxx, XX 00000.
or to such other address as either party shall designate by written notice to
the other. Such notice shall be effective as of the date received or (if mailed
as described above) three (3) days after the date of mailing.
12. Law. This Option shall be governed and construed in accordance with
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the laws of the State of Texas, exclusive of principles of conflicts of law.
13. Section Headings. Section and other headings contained in this Option
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are for reference purposes only and are in no way intended to define, amplify or
limit the scope or intent of this Option or any of its provisions.
14. Terms. Common nouns and pronouns will be deemed to refer to the
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masculine, feminine, neuter, singular and plural as the
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identity of a person or persons, firm or corporation may in the contexts
require.
15. Further Actions. Each party will execute and deliver such papers,
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documents and instruments, and perform such acts, as are necessary and
appropriate to implement the terms of this Option and the intent of the parties
hereto.
16. Amendments. No alterations, modifications, amendments or changes to
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this Option will be effective or binding upon the parties unless the same shall
have been agreed to in writing by all parties.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the
day and year first written above.
COMPANY:
CLINICOR, INC.
By/s/ Xxxxxx X. X'Xxxxxxx
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Its President
OPTIONEE:
/s/
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XXXXXXXX X. XXXX
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