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EXHIBIT 4.6
PER-SE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EXECUTIVE EMPLOYEES
Per-Se Technologies, Inc., a Delaware corporation formerly known as
Medaphis Corporation (the "Company"), pursuant to action of its Board of
Directors and in accordance with the Per-Se Technologies, Inc. Non-Qualified
Stock Option Plan for Non-Executive Employees, as amended (the "Plan"), hereby
grants a Stock Option ("Option") to the Optionee named on the foregoing Notice
of Grant of Stock Options (the "Notice of Grant") to purchase from the Company
the number of shares of Stock enumerated on the Notice of Grant, at an Option
Price per share reflected on the Notice of Grant, which Option is subject to
all of the terms and conditions set forth on the Notice of Grant, in this
Option Agreement and in the Plan. This Option is granted effective as of the
date of grant specified on the Notice of Grant (the "Date of Grant").
Capitalized terms used herein and not otherwise defined shall have the same
meanings ascribed thereto in the Plan.
Section 1. Plan. As stated in the Plan, this Option is not intended to
satisfy and will not be treated as an "Incentive Stock Option" as defined in
Section 422 of the Code. This Option is subject to all the terms and conditions
set forth in the Plan, in this Option Agreement and on the Notice of Grant. A
copy of the Plan will be made available to Optionee upon written request to the
corporate Secretary of the Company.
Section 2. Vesting.
a. Except as provided in Section 14 of the Plan or in this
Section 2, Optionee shall vest in this Option in accordance
with the vesting schedule set forth on the Notice of Grant.
b. If Optionee's employment with the Company or any parent or
subsidiary corporation of the Company terminates for any
reason other than death or disability (within the meaning of
Section 22(e)(3) of the Code) before this Option is fully
vested, any portion of this Option which is not vested on the
date of such termination of Optionee's employment shall be
automatically forfeited as of the employment termination
date. In the event of termination of Optionee's employment
with the Company or any parent or subsidiary corporation of
the Company for any reason other than death or disability
(within the meaning of Section 22(e)(3) of the Code), after
any portion of this Option is vested as set forth in this
Section 2, this Option shall be exercisable to the extent
vested in accordance with the limitations set forth in
Section 4. In the event of termination of employment as a
result of the death or disability (within the meaning of
Section 22(e)(3) of the Code) of Optionee, this Option shall
be and become fully exercisable without regard to the vesting
schedule set forth on the Notice of Grant, and the personal
representative of Optionee's estate shall be entitled to
exercise this Option subject to the limitations in Section 4.
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Section 3. Date Exercisable. This Option shall be exercisable (to the
extent vested under Section 2) on any normal business day of the Company that
comes before the date this Option expires under Section 4. The maximum number
of shares of Stock that may be purchased by exercise of this Option on any such
day shall equal the excess, if any, of (a) the product of the vested percentage
on such date and the total number of shares of Stock subject to this Option on
the Date of Grant, as adjusted in accordance with Section 13 of the Plan, over
(b) the number of shares of Stock which have previously been purchased by
exercise of this Option, as adjusted in a manner consistent with Section 13 of
the Plan.
Section 4. Life of Option. This Option shall expire when exercised in
full; provided, however, the Option also shall expire immediately and
automatically on the earlier of (a) the date which is the eleventh (11th)
anniversary of the Date of Grant, (b) the end of the three (3) month period
which begins on the date Optionee's employment by the Company or any parent or
subsidiary corporation of the Company terminates for any reason, other than as
a result of the death or disability (within the meaning of Section 22(e)(3) of
the Code) of Optionee or as a result of a Change of Control event described in
Section 14.1 of the Plan, (c) the end of the six (6) month period which begins
on the date Optionee's employment by the Company or any parent or subsidiary
corporation of the Company terminates for reasons of death or disability
(within the meaning of Section 22(e)(3) of the Code) of Optionee, (d) upon the
consummation of a Change of Control event described in Section 14.1(1), (2) or
(3) of the Plan, or (e) the end of the six (6) month period which begins on the
date Optionee's employment by the Company or any parent or subsidiary
corporation of the Company terminates as a result of a Change of Control event
described in Section 14.1(4) or (5) of the Plan.
Section 5. Method of Exercise of Option. Optionee may (subject to
Sections 2, 3, 4, 11, 12 and 13) exercise this Option in whole or in part
(before the date this Option expires) for a whole number of shares of Stock on
any normal business day of the Company by (a) delivering the Option Agreement
to the Company at its principal place of business together with written notice
of the exercise of this Option and (b) simultaneously paying to the Company the
Option Price.
Section 6. Delivery. The Company's delivery of Stock pursuant to the
exercise of this Option (as described in Section 5) shall discharge the Company
of all of its duties and responsibilities with respect to this Option.
Section 7. Adjustment. The Committee shall have the right to make such
adjustments to this Option as described under Section 13 of the Plan.
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Section 8. Nontransferable. Except in the case of death or disability
(within the meaning of Section 22(e)(3) of the Code) of Optionee, the rights
granted under this Option shall be exercisable during Optionee's lifetime only
by Optionee. No rights granted under this Option shall be transferable by
Optionee except, in the event of termination of employment of Optionee as a
result of death or disability (within the meaning of Section 22(e)(3) of the
Code), the personal representative of Optionee's estate shall be entitled to
exercise this Option subject to the limitations set forth in Section 4.
Section 9. Employment and Termination. Neither the Plan, this Option
nor any related material shall give Optionee the right to continue in
employment by the Company or shall adversely affect the right of the Company or
a subsidiary to terminate Optionee's employment with or without cause at any
time.
Section 10. Stockholder Status. Optionee shall have no rights as a
stockholder with respect to any shares of Stock under this Option until such
shares have been duly issued and delivered to Optionee, and no adjustment shall
be made for dividends of any kind or description whatsoever or for
distributions of other rights of any kind or description whatsoever respecting
such Stock except as expressly set forth in the Plan.
Section 11. Other Laws. The Company shall have the right to refuse to
issue or transfer any Stock under this Option if the Company acting in its
absolute discretion determines that the issuance or transfer of such Stock
might violate any applicable law or regulation, and any payment tendered in
such event to exercise this Option shall be promptly refunded to Optionee.
Section 12. Securities Registration. Optionee may be requested by the
Company to hold any shares of Stock received upon the exercise of this Option
for personal investment and not for purposes of resale or distribution to the
public and Optionee shall, if so requested by the Company, deliver a certified
statement to that effect to the Company as a condition to the issuance of such
Stock to Optionee.
Section 13. Other Conditions. Optionee shall (as a condition to the
exercise of this Option) enter into any agreement or make any representations
required by the Company related to the Stock to be acquired pursuant to the
exercise of this Option, including any agreement which restricts the transfer
of Stock acquired pursuant to the exercise of this Option and provides for the
repurchase of such Stock by the Company under certain circumstances.
Section 14. Tax Withholding. The Company shall have the right to
withhold or retain from any payment to Optionee (whether or not such payment is
made pursuant to this Option) or take such other action as is permissible under
the Plan which the Company deems necessary or appropriate to satisfy any income
or other tax withholding requirements as a result of the grant or exercise of
this Option.
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Section 15. Governing Law. The Plan and this Option shall be governed
by the laws of the State of Delaware.
Section 16. Modification, Amendment, and Cancellation. The Company
shall have the right unilaterally to modify, amend, or cancel this Option in
accordance with Section 15 of the Plan.
Section 17. Severability. In the event that any one or more of the
provisions or portions thereof contained in this Option Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, the same
shall not invalidate or otherwise affect any other provisions of this Option
Agreement, and this Option Agreement shall be construed as if the invalid,
illegal or unenforceable provision or portion thereof had never been contained
herein.
Section 18. Entire Agreement. Subject to the terms and conditions of
the Plan, this Option Agreement expresses the entire understanding and
agreement of the parties and specifically supersedes all previous agreements
between the Company and the Optionee pertaining to this Option.
Section 19. Binding Effect. This Option shall be binding upon the
Company and Optionee and their respective heirs, executors, administrators and
successors.
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NOTICE OF EXERCISE OF STOCK OPTION
UNDER PER-SE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION PLAN
FOR NON-EXECUTIVE EMPLOYEES
Name: ____________________
Address: _________________
__________________________
Date: ____________________
SS No.____________________
Per-Se Technologies, Inc.
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Attn: Treasurer
Re: Exercise of Stock Option under the Per-Se Technologies, Inc.
Non-Qualified Stock Option Plan for Non-Executive Employees, as amended
(the "Plan")
Ladies and Gentlemen:
Subject to acceptance hereof in writing by Per-Se Technologies, Inc.
(the "Company") pursuant to the provisions of the Plan, I hereby elect to
exercise the option (the "Option") granted to me under the Option Agreement
dated as of ________________, to purchase ________ shares of the Common Stock,
par value $.01 per share, of the Company at a price of $_________ per share
(the "Shares").
Enclosed is a certified check (or bank cashier's check) in the amount
of $_________ payable to the order of Per-Se Technologies, Inc. in payment of
the full Option Price.
As soon as a certificate representing the Shares is registered in my
name, please deliver it to me at the above address.
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In connection with the exercise of the Option, I hereby represent,
warrant, covenant and agree with the Company as follows:
(a) I am able to bear the economic risks of the investment in the
Shares, including the risk of a complete loss of my
investment therein;
(b) I understand and agree that the Company shall withhold from
payments made to me, or I shall remit to the Company, all
amounts required to be withheld by the Company to satisfy
federal and state tax withholding obligations with respect to
the exercise of the Option;
(c) I have such knowledge and experience in financial and
business matters that I am capable of evaluating the merits
and risks of the purchase of the Shares hereunder and I am
able to bear the economic risk of such purchase; and
(d) The agreements, representations, warranties and covenants
made by me herein extend to and apply to all of the Shares
issued to me pursuant to the exercise of the Option;
acceptance by me of a certificate representing the Shares
shall constitute confirmation by me that all such agreements,
representations, warranties and covenants made herein shall
be true and correct at such time.
Very truly yours,
-----------------------------------
Optionee
AGREED TO AND ACCEPTED:
PER-SE TECHNOLOGIES, INC. Number of Shares
Exercised: ______________
By: _____________________
Number of Shares
Title: ___________________ Remaining: ______________
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