Exhibit 10.25
Optionee: _______________
Grant Date: _______________
Number of Shares: _______________
Price per Share: _______________
STOCK OPTION AGREEMENT
ENTERED INTO UNDER
SPHERIS HOLDING III, INC. STOCK INCENTIVE PLAN
THIS STOCK OPTION AGREEMENT is made and entered into this ____ of ______,
20__, by and between Spheris Holding III, Inc., a Delaware corporation (the
"Company"), and ____________ ("Optionee"). Capitalized terms not otherwise
defined herein shall have the meaning ascribed to such terms in the Spheris
Holding III, Inc. Stock Incentive Plan (the "Plan").
1. GRANT OF NON-QUALIFIED STOCK OPTION. Company hereby grants to Optionee the
option (the "Option") to purchase ____ shares (the "Optioned Shares") of
the Company's common stock, $0.01 par value per share (the "Common Stock"),
for a price of $___ per share. It is intended that the option evidenced by
this agreement shall be a Non-Qualified Stock Option, and that it not be
governed by the rules of Sections 421 through 424 of the Internal Revenue
Code of 1986, as amended from time to time (the "Code").
2. OPTION PLAN. This Option is granted under the Plan. This Option is subject
to the terms and conditions set forth in the Plan. In the event any of the
provisions hereof conflict with or are inconsistent with the provisions of
the Plan, the provisions of the Plan shall be controlling.
3. TIMING OF EXERCISE. Subject to Sections 6, 7 and 8, the Option shall be
exercisable on the following dates and in the following amounts:
Number of Shares for Which
Date Options Becomes Exercisable % of Original Grant Vested
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Notwithstanding the foregoing, in the event of a Change in Control, all
unvested shares shall immediately vest and become exercisable. Optionee may
exercise this Option, in whole or in part, at any time prior to __ years
from the date of grant of this Option. This Option will expire __ years
from the date of grant of this Option with respect to any then unexercised
portion hereof. Under no circumstances will the life of the Option exceed
10 years from the date of grant of the Option (the "Expiration Date").
4. MANNER OF EXERCISE. This Option shall be exercised by Optionee (or other
party entitled to exercise the Option under Section 6 hereof) by delivering
written notice to the Company, or its designated agent, stating the number
of shares of Common Stock purchased, the person or persons in whose name
the shares are to be registered and each such person's address and social
security number. Such notice shall not be effective unless accompanied by
the full purchase price for all shares so purchased and the provisions of
Section 12 shall have been met. The purchase price shall be payable in cash
or such other instrument as the Committee shall accept. Payment in currency
or by certified check, cashier's check, postal money order or wire transfer
shall be considered payment in cash. In the event the Committee in its
discretion permits payment in the Company's Common Stock, the shares used
in payment of the purchase price must have been held for at least six
months prior to the date of exercise and shall be considered payment to the
extent of their fair market value, determined pursuant to the Plan, on the
date of exercise of this Option.
5. NONTRANSFERABILITY OF OPTION. This Option shall not be transferable by
Optionee except pursuant to the Plan. The terms of this Option shall be
binding on the executors, administrators, heirs, successors, and assigns of
Optionee.
6. TERMINATION OF EMPLOYMENT - DEATH OR DISABILITY. If prior to the Expiration
Date the Optionee's employment by the Company or any of its subsidiaries
terminates by reason of Optionee's death or Disability, (A) all vesting
with respect to this Option shall cease, (B) any unvested shares subject to
the Option shall expire as of the date of such termination, and (C) any
vested shares subject to the Option shall expire on the earlier of the
Expiration Date or the date that is twelve (12) months after the date of
such termination due to death or Disability of the Optionee. In the event
of an Optionee's death, the Option shall remain exercisable by the person
or persons to whom a Participant's rights under the Option passes by will
or the applicable laws of descent and distribution until its expiration,
but only to the extent the shares subject to the Option were vested by such
Participant at the time of such termination due to death.
7. TERMINATION OF EMPLOYMENT - FOR CAUSE. If prior to the Expiration Date, the
Optionee's employment or service, as applicable, with the Employer is
terminated by the Employer for Cause, all shares subject to the Option
(whether or not vested) shall immediately expire as of the date of such
termination.
8. TERMINATION OF EMPLOYMENT - OTHER. If prior to the Expiration Date, the
Optionee's employment or service, as applicable, with the Employer
terminates for any reason other than (A) by the Employer for Cause, or (B)
by reason of the Optionee's death or Disability, (1) all vesting with
respect to the shares subject to the Option shall cease, (2) any unvested
shares subject to the Option shall expire as of the date of such
termination, and (3) any vested shares subject to the Option shall remain
exercisable until the earlier of the Expiration Date or the date that is
ninety (90) days after the date of such termination.
9. RESTRICTIONS ON PURCHASES AND SALES OF SHARES. This Option is subject to
the requirement that if at any time the Board shall determine that the
listing, registration or qualification of the shares subject to this Option
upon any securities exchange or under any state or Federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable in connection with the issue or transfer of shares subject to
this Option, in such event this Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable
to the Board. If required at any time by the Board, this Option may not be
exercised until Optionee has delivered an investment letter to the Company
containing the representations that all shares being purchased pursuant to
the exercise of the Option are being acquired for investment and not with a
view to, or for resale in connection with, any distribution of such shares.
The Optionee further agrees that if the shares of Common Stock to be issued
upon the exercise of this option are not subject to an effective
registration statement filed with the Securities and Exchange Commission
pursuant to be requirements of the 1933 Act, such shares shall bear an
appropriate restrictive legend.
10. ADJUSTMENT. The number of shares of Common Stock of the Company subject to
this Option and the price per share of such shares may be adjusted by the
Board from time to time pursuant to the Plan.
11. NOTICE OF DISPOSITION. The person exercising this Option shall notify the
Company when making any disposition of the shares acquired upon exercise of
this Option, whether by sale, gift or otherwise.
12. PAYMENT OF TAXES. If at the time this Option is exercised the Board
determines that under applicable law and regulations the Company is liable
for withholding of any federal and state tax with respect to the exercise
of this option, Optionee shall pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of, any federal, state, or
local taxes of any kind required by law to be withheld with respect to such
amount.
13. NO RIGHTS UNTIL EXERCISE. Optionee shall have no rights hereunder as a
shareholder with respect to any shares of Common Stock subject to this
Option until the date of issuance of a stock certificate to the Optionee
for such shares.
14. AMENDMENT. This Option may be amended as provided in the Plan.
15. TAX CONSEQUENCES.
(a) The Optionee may incur tax liability as a result of the Optionee's
purchase or disposition of the Optioned Shares. THE OPTIONEE SHOULD CONSULT
A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE OPTIONED
SHARES.
(b) Notwithstanding the Company's good faith determination of the fair
market value of the Common Stock for purposes of determining the exercise
price per share of the Option as set forth in this Agreement, the taxing
authorities may assert that the fair market value of the Common Stock on
the date hereof was greater than the exercise price per share. Under
Section 409A of the Code, if the exercise price per share of the Option is
less than the fair market value of the Common Stock on the date of this
award, the Option may be treated as a form of deferred compensation and the
Optionee may be subject to an additional 20% tax, plus interest and
possible penalties. The Optionee is encouraged to consult a tax adviser
regarding the potential impact of Section 409A of the Code.
16. AMENDMENT TO MEET THE REQUIREMENTS OF SECTION 409A. The Optionee
acknowledges that the Company, in the exercise of its sole discretion and
without the consent of the Optionee, may amend or modify this Option
Agreement in any manner and delay the payment of any amounts payable
pursuant to this Option Agreement to the minimum extent necessary to meet
the requirements of Section 409A of the Code as amplified by any Internal
Revenue Service or U.S. Treasury Department regulations or guidance as the
Company deems appropriate or advisable.
[The following page is the signature page.]
IN WITNESS WHEREOF, the Company has caused this option to be executed under its
corporate seal by its duly authorized officer. This Option shall take effect as
a sealed instrument.
SPHERIS HOLDING III, INC.
By:
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Name:
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Title:
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Date:
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Please keep one copy for your records and return by MAIL THE OTHER COPY OF THIS
PAGE acknowledging its receipt.
RECEIVED BY:
(OPTIONEE NAME)
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Signature
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Title
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Date
Return to:
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Spheris Holding III, Inc.
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Date Printed
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