Exhibit 4.9.2
AMERICAN HEALTHCHOICE, INC.
INCENTIVE STOCK OPTION AGREEMENT
pursuant to the
AMERICAN HEALTHCHOICE, INC. 2005 STOCK OPTION PLAN
THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made and
entered into by and between AMERICAN HEALTHCHOICE, INC., a New York
corporation (the "Company"), and __________ (the "Optionee"), effective as
of ____________, 20__ (the "Date of Grant").
1. Grant of Option. The Company hereby grants to the Optionee and
the Optionee hereby accepts, subject to the terms and conditions hereof, an
Incentive Stock Option (the "Option") to purchase up to ____________ shares
of Company's Common Stock, par value $0.001 per share (the "Common Stock"),
at the Exercise Price per share set forth in Section 4 below.
2. Governing Plan. This Option is granted pursuant to the Company's
2005 Stock Option Plan (the "Plan"), a copy of which is attached hereto as
Attachment One and incorporated herein for all purposes. Capitalized terms
used but not otherwise defined herein have the meanings as set forth in the
Plan. The Optionee agrees to be bound by the terms and conditions of the
Plan, which terms and conditions of the Plan control in case of any conflict
with this Agreement, except as otherwise specifically provided for in the
Plan.
3. Expiration of the Option. The Option (to the extent not earlier
exercised or terminated in accordance with the Plan) will expire at the end
of business on___________, 20__, which date is not in excess of ten (10)
years from the Date of Grant of the Option. The Option may terminate sooner
under certain circumstances, including termination of the Optionee's
employment with the Company and/or any Affiliated Entity, as set forth in
Sections 5.13 and 5.14 of the Plan or upon certain Changes in Control, as
provided in the Plan. The Option may not be exercised after its expiration
or termination.
4. Exercise Price. The "Exercise Price" of the Option is____________
($____) per share of Common Stock. The Exercise Price is subject to
adjustment or amendment as set forth in the Plan.
5. Vesting.
(a) On each Measurement Date set forth in Column 1 below, the
Option shall vest and become exercisable for the corresponding number
of shares of Common Stock set forth in Column 2 below if the Optionee's
employment with the Company and/or any Affiliated Entity has not
terminated. The "Vested Portion" of the Option as of any particular
date shall be the cumulative total of all shares for which the Option
has become exercisable as of that date.
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Column 1 Column 2
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Measurement Date Vested Portion of the Option
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(b) Notwithstanding anything to the contrary contained herein or
in the Plan, in the event the Optionee's employment with a
Participating Company is terminated by Company within one (1) year
following a Change in Control for reasons other than for Cause, or if
the Optionee terminates his employment with a Participating Company for
Good Reason following a Change in Control, then, the vesting shall be
determined pursuant to the Plan.
6. Exercise of the Option. The Vested Portion (as herein defined) of
the Option may be exercised, to the extent not previously exercised, in
whole or in part, at any time or from time to time prior to the expiration
or termination of the Option, except that no Option shall be exercisable
except in respect to whole shares, and not less than one hundred (100)
shares may be purchased at one time unless the number purchased is the total
number at the time available for purchase under the terms of the Option.
Exercise shall be accomplished by providing the Company with written notice
in the form of Exhibit A hereto, which notice shall be irrevocable when
delivered and effective upon payment in full of the Option Price in
accordance with Section 6.3 of the Plan and any amounts required in
accordance with Section 6.4 of the Plan for withholding taxes, and the
satisfaction of all other conditions to exercise imposed under the Plan.
7. Nontransferability of Option. The Option shall not be
transferable or assignable by the Optionee, other than by will or the laws
of descent and distribution, and shall be exercisable during the Optionee's
lifetime only by the Optionee.
8. Administration. The Plan and this Agreement shall be administered
and may be definitively interpreted by the Board, and the Optionee agrees
that the decisions of the Board concerning administration and interpretation
of the Plan and this Agreement shall be final, binding and conclusive on all
persons.
9. Notices. All notices or other communications which are required
or permitted hereunder or in the Plan shall be in writing and sufficient if
(i) personally delivered, (ii) sent by nationally recognized overnight
courier or (iii) sent by registered or certified mail, postage prepaid,
return receipt requested, addressed as follows: (a) if to Optionee, at the
address set forth on the signature page below; or (b) if to the Company, at
the address set forth in the signature page hereto, or in either case, to
such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. Any such
communication shall be deemed to have been given (i) when delivered, if
personally delivered, (ii) on the first Business Day (as hereinafter
defined) after dispatch, if sent by nationally recognized overnight courier
and (iii) on the third Business Day following the date on which the piece of
mail containing such communication is posted, if sent by mail. As used
herein, "Business Day" means a day that is not a Saturday, Sunday or a day
on which banking institutions in the city to which the notice or
communication is to be sent are not required to be open.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
Company by its duly authorized officer, and by the Optionee in acceptance of
the above-mentioned Option, subject to the terms and conditions of the Plan
and of this Agreement, all as of the day and year first above written.
COMPANY:
AMERICAN HEALTHCHOICE, INC., a New York
corporation
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇
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OPTIONEE:
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Printed Name:
Address:______________________________________
______________________________________
______________________________________
Telephone No.: _______________________________
EXHIBIT A
NOTICE OF EXERCISE
under
INCENTIVE STOCK OPTION AGREEMENT
issued pursuant to the
AMERICAN HEALTHCHOICE, INC. 2005 STOCK OPTION PLAN
To: AMERICAN HEALTHCHOICE, Inc. (the "Company")
From: _______________________
Date: _______________________
Pursuant to the AMERICAN HEALTHCHOICE Inc. 2005 Stock Option Plan (the
"Plan") and the Incentive Stock Option Agreement (the "Agreement")
(capitalized terms used without definition herein have the meanings given
such terms in the Agreement or the Plan) between the Company and myself
effective ______________________, 20___, I hereby exercise my Option as
follows:
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Number of shares of Common Stock I wish to
purchase under the Option
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Exercise Price per Share $
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Total Exercise Price $
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"Vested Portion" of Option (see definition in
Section 5 of the Agreement)
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Number of shares I have previously purchased
by exercising the Option
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Expiration Date of the Option
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I hereby represent, warrant, and covenant to the Company that:
(a) I am acquiring the Common Stock for my own account, for
investment, and not for distribution or resale, and I will make no
transfer of such Common Stock except in compliance with applicable
federal and state securities laws and in accordance with the provisions
of the Plan and the Agreement.
(b) I can bear the economic risk of the investment in the Common
Stock resulting from this exercise of the Option, including a total
loss of my investment.
(c) I am experienced in business and financial matters and am
capable of (i) evaluating the merits and risks of an investment in the
Common Stock; (ii) making an informed investment decision regarding
exercise of the Option; and (iii) protecting my interests in connection
therewith.
(d) Any subsequent offer for sale or distribution of any of the
shares of Common Stock shall be made only pursuant to (i) a
registration statement on an appropriate form under the Securities Act,
which registration statement has become effective and is current with
regard to the shares being offered or sold, or (ii) a specific
exemption from the registration requirements of the Securities Act, it
being understood that to the extent any such exemption is claimed, I
shall, prior to any offer for sale or sale of such shares, obtain a
prior favorable written opinion, in form and substance satisfactory to
the Administering Body, from counsel for or approved by the
Administering Body, as to the applicability of such exemption thereto.
Attached in full payment of the Exercise Price for the Option exercised
herein is (a) a check made payable to the Company in the amount of
$__________ and/or (b) a stock certificate for ________ shares of Common
Stock that have been owned by me or by me and my spouse jointly for at least
six months, with a duly completed stock power attached, with a total Fair
Market Value on the date hereof to the Total Exercise Price.
OPTIONEE:
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Name: ______________________________________
Address:______________________________________
______________________________________
______________________________________
RECEIVED BY THE COMPANY:
AMERICAN HEALTHCHOICE, INC., a Texas corporation
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇
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Date: ---------------------------------------