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EXHIBIT 10.21
TENDER LOVING CARE HEALTH CARE SERVICES, INC.
1999 STOCK OPTION PLAN
Date
Name
Re: Grant of Stock Options to Purchase Shares of the common
stock of Tender Loving Care Health Care Services, Inc.
Dear Optionee:
You and Tender Loving Care Health Care Services, Inc., a Delaware
corporation (the "Corporation"), hereby agree as follows:
1. Reference. This is the Stock Option Agreement referred to in Section
7(k) of the Corporation's 1999 Stock Option Plan (the "Plan"). The stock option
this Agreement grants is an Incentive/Nonqualifying Stock Option. This Agreement
incorporates all terms, conditions and provisions of the Plan.
2. Stock Option. The Corporation hereby grants to the Optionee the
option (the "Stock Option") to purchase that number of shares of common stock of
the Corporation, par value $.01 per share, set forth on Schedule A. The
Corporation will issue these shares as fully paid and nonassessable shares upon
the Optionee's exercise of the Stock Option. The Optionee may exercise the Stock
Option in accordance with this Agreement any time prior to the tenth anniversary
of the date of grant of the Stock Option evidenced by this Agreement, unless
earlier terminated according to the terms of this Agreement. Schedule A sets
forth the date or dates after which the Optionee may exercise all or part of the
Stock Option, subject to the provisions of the Plan.
3. Exercise of Stock Option. The Optionee may exercise the Stock
Options in whole or in part by written notice delivered to the Corporation in
the form of Schedule B to this Agreement. If exercisable Stock Options as to 100
or more shares are held by an Optionee, then such Stock Options may not be
exercised for fewer than 100 shares at any one time, and if exercisable Stock
Options for fewer than 100 shares are held by an Optionee, then Stock Options
for all such shares must be exercised at one time. The Optionee shall enclose
with each such
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notice payment by cash or by valid check in an amount equal to the number of
shares as to which his exercise is made, multiplied by the option price
therefor; provided, however, that if the Committee appointed by the Board of
Directors pursuant to Section 2 of the Plan shall, in its sole discretion,
approve, payment upon exercise of the Stock Option in whole or in part may be
made by surrender to the Corporation in due form for transfer of shares of
common stock of the Corporation. In the case of payment in the Corporation's
common stock, such stock shall be valued at its Fair Market Value (as defined in
Section 7 (b) of the Plan) as of the date of surrender of the stock.
4. Purchase Price. The option price per share shall be that set forth
on Schedule A.
5. No Rights in Option Stock. Optionee shall have no rights as a
stockholder in respect of any shares subject to the Stock Option unless and
until Optionee has exercised the Stock Option in complete accordance with the
terms hereof. and shall have no rights with respect to shares not expressly
conferred by this Agreement
6. Shares Reserved. The Corporation shall at all times during the term
of this Agreement reserve and keep available such number of shares of common
stock as will be sufficient to satisfy the requirements of this Agreement, and
shall pay all original issue taxes on the exercise of the Stock Option, and all
other fees and expenses necessarily incurred by the Corporation in connection
therewith.
7. Nonassignability. The Stock Option and this Agreement shall not be
encumbered, disposed of, assigned or transferred in whole or in part, except by
will or by the laws of descent and distribution. Except as described in the
Plan, the Optionee alone may exercise the Stock Option. All shares purchased
pursuant to this Agreement shall be purchased for investment by the Optionee.
8. Effect Upon Employment. Nothing in this Agreement shall confer on
the Optionee any right to continue in the employment of the Corporation or shall
interfere in any way with the right of the Corporation to terminate Optionee's
employment at any time.
9. Successors. This Agreement shall be binding upon any successor of
the Corporation.
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In order to indicate your acceptance of the Stock Option on the above
terms and conditions, kindly sign the enclosed copy of this letter agreement and
return it to the Corporation.
TENDER LOVING CARE HEALTH CARE
SERVICES, INC.
By:
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Accepted and Agreed to:
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Schedule A
Stock Option
Date of Grant:
Name of Optionee:
Number of Shares as to
which the Option is Granted:
Option Price per Share:
Exercisability of Options:
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Schedule B
NOTICE OF ELECTION TO EXERCISE
Attention:
Gentlemen:
I hereby irrevocably elect to exercise the Stock Option held by me
under the 1999 Stock Option Plan of Tender Loving Care Health Care Services,
Inc. (the "Corporation") to purchase shares of the common stock, par value $.01
per share, of the Corporation at an option price of $_____ per share.
Enclosed is a check, payable to the order of the Corporation, in the
amount of $_______.
A completed Exercise of Stock Option Payment Remittance Form is
attached.
Please instruct [ ], Transfer Agent, to issue ______
certificate(s) for shares each and, if applicable, a separate certificate for
the remaining ______ shares in my name as shown below. The following address is
for the records of the Transfer Agent for mailing stockholder communications.
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Name
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Taxpayer I.D. Number
(i.e. Social Security/Insurance Number)
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Number and Street
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City State Zip Code
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Please forward the certificate(s) to me at the following address:
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Number and Street
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City State Zip Code
This election incorporates, and is subject to, all terms and conditions
of the Plan and my Stock Option Agreement with the Corporation. The Stock Option
I am exercising is stated to be:
[Check one] ( ) Incentive Stock Option
( ) Nonqualifying Stock Option
I am acquiring the foregoing shares for investment purposes only, and
not with a view to their sale or distribution.
Dated:
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Signature
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Printed Name
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Schedule B-1
TENDER LOVING CARE HEALTH CARE SERVICES, INC.
1999
STOCK OPTION PLAN
Exercise of Stock Option Payment Remittance Form
In fulfillment of the accompanying Notice of Election to Exercise,
which advises you of my intention to exercise options to purchase _______ shares
of Tender Loving Care Health Care Services, Inc. common stock at an option price
of $ per share, for a total purchase price of $ , I enclose in full
payment of the purchase price:
bank check in the amount of ............ $
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made payable to Tender Loving Care Health Care Services, Inc.
Dated:
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Signature
( ) Incentive Stock Option
( ) Nonqualifying Stock Option
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Type Name