EXHIBIT 10.1
ATC HEALTHCARE, INC.
2000 STOCK OPTION PLAN
August 21, 2006
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Re: Grant of NonQualifying Stock Options
to Purchase Shares of the Class A
Common Stock of ATC Healthcare, Inc.
Dear ▇▇▇▇▇▇▇:
You and ATC Healthcare, 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 2000 Stock Option Plan (the "Plan"). The stock option
this Agreement grants is a Non Qualified Stock Option, as set forth in Section 2
below. 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 Class A 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 Option 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
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
therefore; 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 Class
A Common Stock of the Corporation. In the case of payment in the Corporation's
Class A 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
25
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 Class A
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.
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.
ATC HEALTHCARE, INC.
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
Accepted and Agreed to:
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
26
Schedule A
Non-Qualifying Stock Option
Date of ▇▇▇▇▇: August 21, 2006
Name of Optionee: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Number of Shares as to which the Option is Granted: 400,000
Option Price per Share: $0.36
Exercisability of Options:
Number of Shares Date after which the
as to which the Option is Exercisable
Optionee May Exercise (anniversaries refer
the Option Granted to the Date of Grant of the
Hereby Stock Option, if applicable)
--------------------- ----------------------------
80,000 Vest on February 21, 2007
13,334 Vest each month on the 21st over the
following 23 months
13,318 Vest on the 21st of the 30th month
27
Schedule B
NOTICE OF ELECTION TO EXERCISE
------------------------------
[
Attention:
Gentlemen:
I hereby irrevocably elect to exercise the Stock Option held by me under
the 2000 Stock Option Plan of ATC Healthcare, Inc. (the "Corporation") to
purchase shares of the Class A 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:
Name
Taxpayer I.D. Number
(i.e. Social Security/Insurance Number)
Number and Street
City State Zip Code
28
Please forward the certificate(s) to me at the following address:
Number and Street
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:
Signature
Print Name
29
Schedule B-1
ATC HEALTHCARE, INC.
2000
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 ATC
Healthcare, Inc. Class A 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 . . . . . . $
made payable to ATC Healthcare, Inc.
Dated:
----------------
Signature
( ) Incentive Stock Option
( ) Nonqualifying Stock Option
Type Name
30