Stock Option Agreement - Medix Resources Inc.
STOCK OPTION AGREEMENT This Stock Option Agreement is executed as of _________2002 and is between Medix Resources, Inc., a Colorado corporation (the "Company") and _________(the "Optionee"). WHEREAS, the Optionee has served and continues to serve as a Director of the Company, and in consideration of his past service to, and to provide incentive to the Optionee in in connection with his future service to, the Company, the Company has determined to provide to the Optionee, the following grant of options to purchase Company common stock, par value $.001 per share (the Common Stock"); NOW, THEREFORE, The Company hereby grants options to Optionee upon the following terms: 1. Grant of Options; Vesting. The Optionee is hereby granted, as of the above date (the "Grant Date"), options to purchase _________shares of Common Stock of the Company, which shall vest and become exercisable upon the Optionee serving as a Director of the Company until____________, subject to the Special Committee's approval of the Optionee's performance. The options to purchase Common Stock granted hereby are termed "Options" in this Agreement. The Special Committee shall be made up of President and CEO, Chairman of the Board and a representative of Compensation Committee. The shares of Common Stock issued upon exercise of any of the Options are called "Option Shares" in this Agreement. 2. Exercise Price. The exercise price pursuant at which the Options shall be exercised is $________per share (the "Exercise Price"). 3. Term.. Any Options granted hereunder shall expire on _____________(the "Termination Date"), if not exercised in full and no part of the Options shall be exercised thereafter. 4. Exercise of Option. Any Options (or any part or installment thereof) may be exercised, prior to the Termination Date, by giving written notice to the Company at its principal office address. Such notice shall identify the Options being exercised and specify the number of shares as to which such Options are being exercised, accompanied by full payment of the purchase price in any of the following ways: (i) in U.S. dollars in cash or by check, bank draft or money order; (ii) by the surrender of all or part of options to purchase Common Stock (including Options being exercised) with an aggregate net value equal to the aggregate exercise price; (iii) by the tender to the Company of shares of Common Stock with an aggregate value equal to the exercise price; or (iv) by a combination of (i), (ii) and (iii) above. The holder of Options shall not have the rights of a shareholder with respect to the shares covered by his, her or its Options until the date of issuance of a stock certificate for such shares. Except as expressly provided in Section 11 below with respect to changes in capitalization and stock dividends, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued. After the exercise of Options, a certificate or certificates representing the Option Shares so purchased shall, within a reasonable time, be issued in the Optionee's name and delivered to the Optionee, subject to compliance with applicable securities laws. Upon a partial exercise of the Options, this Agreement shall be automatically amended to reduce the number of Option Shares covered by this option by the number of Option Shares so purchased without the necessity of the execution of a new agreement or a formal written amendment of this Agreement. The proceeds received by the Company from the sale of shares pursuant to Options granted under this Agreement shall be used for general corporate purposes. 5. Certain Taxes. The Optionee authorizes The Company to withhold, in accordance with applicable law, from any Option Shares to be issued to the Optionee upon exercise by the Optionee of all or a portion of the Options, a number of Option Shares based on their fair market value equal to the amount of any taxes that may be required to be withheld by any federal, state or local law or regulation as a result of the exercise of the Options. In this regard, the Optionee acknowledges and agrees that any required withholding is mandatory and the determination by the Company of the fair market value of any Option Shares on the date of exercise of this option shall be final and conclusive in all respects. The Options granted hereunder are not intended to be a qualified or incentive stock options under the Internal Revenue Code of 1986, as amended. 6. Transfer of Options. Options may be exercised only by the Optionee, his guardian or legal representative during the Optionee's lifetime and, thereafter, by his heirs or executor. Neither these Options nor any portion thereof or interest therein may be sold, pledged, assigned or transferred in any manner other than by will or by the laws of descent and distribution. 7. Transfer of Option Shares. Unless the sale of the Option Shares to the Optionee have been registered pursuant to a Registration Statement declared effective by the U.S. Securities and Exchange Commission, the Optionee agrees that the Option Shares acquired upon exercise of the Options shall be acquired for his own account for investment purposes only and not with a view to any distribution or public offering thereof within the meaning of the Securities Act of 1933 (the "Act") or other applicable securities laws. Unless the sale of the Option Shares to the Optionee have been registered pursuant to a Registration Statement declared effective by the U.S. Securities and Exchange Commission, any stock certificates issued upon exercise of this Option shall bear a legend to the effect that the Option Shares have been so acquired. The Company shall not be required to bear any expenses of compliance with the Act, other applicable securities laws or the rules and regulations of any national securities exchange or other regulatory authority in connection with the registration, qualification or transfer, as the case may be, of the Options or any Option Shares acquired upon the exercise thereof. The Optionee acknowledges that he is aware that his right to transfer the Option Shares may be restricted in accordance with Rule 144, unless such Option Shares are so registered. The foregoing restrictions on the transfer of the Option Shares shall not apply if (a) The Company shall have been furnished with an opinion of counsel satisfactory in form and substance to the Company to the effect that such transfer will be in compliance with the Act and other applicable securities laws, or (b) the Option Shares shall have been duly registered in compliance with the Act and other applicable securities laws. 8. Acceptance of Stock Option Agreement. The Optionee hereby approves and accepts the terms, conditions, and provisions of this Stock Option Agreement and agrees to be bound hereby, and further agrees that his executors, administrators, heirs, successors, and assigns shall be bound hereby and thereby. Without limitation of the foregoing, the Optionee hereby agrees, individually and for his executors, administrators, heirs, successors, and assigns, that all decisions or interpretations of the Company or its duly authorized representatives with regard to any and all aspects of this Agreement and the administration thereof shall be binding, conclusive, and final. 9. Address for Notices. The parties hereto designate the respective addresses set forth below as the addresses for receipt of any notice under this Stock Option Agreement. 10. Merger, Consolidation or Change of Control. In connection with any merger, consolidation, change in control or similar reorganization, excluding a public offering ("Reorganization"), the Company may in its discretion: a. Negotiate a binding agreement whereby any acquiring or successor corporation will assume the Options then outstanding or substitute an equivalent option; or b. Authorize cash payments to Optionee equal to the difference between the aggregate Exercise Price of the option then outstanding irrespective of the Options' current exercisability and the fair market value of the Shares covered by the Options. Any cash payment which the Company may make shall be made within sixty (60) days following the closing of any such transaction and shall fully discharge any and all obligations the Company may have in connection with the options. Notwithstanding the forgoing, the Company shall have no obligation to take any action with respect to any Options in connection with a Reorganization. 11. Adjustments. In the event of a stock dividend, stock split or other subdivision, reverse split or consolidation or similar change in the outstanding shares of Common Stock or capital structure of the Company (collectively, a "Stock Adjustment"), the following shall occur hereunder: (i) the number of shares of Common Stock reserved or otherwise available for exercise of the Options, shall be adjusted proportionately (and automatically reduced by any fraction resulting from such adjustment) ; and (ii) the Exercise Price per share of outstanding Options shall be adjusted so that the aggregate Exercise Price payable pursuant to each outstanding Options after the Stock Adjustment shall equal the aggregate amount so payable prior to the Stock Adjustment. In the event of any dispute concerning such adjustment, the decision of the Company shall be conclusive, absent bad faith. If a Stock Adjustment is made, The Company shall notify Optionee of such adjustment within thirty (30) days of making such an adjustment, which notification shall state the adjusted number of shares of Common Stock for which a particular option is exercisable. 12. Use of Services; Successors. Nothing herein confers any right or obligation on the Optionee to continue rendering services as a Director to the Company or shall affect in any way the Optionee's right or the right of the Company, as the case may be, to terminate the his status as a Director at any time, subject to applicable corporation law or contract provisions. 13. Entire Agreement. This Agreement constitutes the entire understanding between the Optionee and the Company, and supersedes all other agreements, whether written or oral, with respect to the acquisition by the Optionee of these Options and/or Option Shares. 14. Amendment; Governing Law. Any amendment or modification hereto shall be in writing and executed by both parties hereto. This Agreement shall be governed, interpreted and construed under New York law, excluding however the rules applicable to conflict of laws. The Company's obligation to sell and deliver shares of Common Stock under this Agreement is subject to the compliance with Federal and applicable state securities laws and the approval of any governmental authority required in connection with the authorization, issuance or sale of such Option Shares. IN WITNESS WHEREOF, the parties hereto execute this Stock Option Agreement with the intention to be fully bound as of the date first stated above. MEDIX RESOURCES, INC. By:___________________________________ Darryl R. Cohen Title: President and CEO Address: 420 Lexington Avenue, Suite 1830 1. New York, New York 10170 ___________________________________ Optionee: 1.1 Address: