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Exhibit 10.15(b)
iPHYSICIAN NET INC.
1999 NONEMPLOYEE DIRECTOR COMPENSATION PLAN
STOCK OPTION AGREEMENT
This Agreement is made and entered into by and between
iPhysician Net Inc. (formerly IPNI Communications Corporation), a Delaware
corporation (the "Company") and ("Director"), as of the ____ day of
_____________, ________ (the "Grant Date").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company (the "Board")
has adopted the iPhysician Net Inc. 1999 Nonemployee Director Compensation Plan
(the "Plan"), a copy of which is attached as Exhibit A, to further the Company's
short- and long-term objectives by attracting and retaining the services of
directors of outstanding competence and by linking the personal interests of
directors to those of the Company's shareholders.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions hereinafter set forth and for other good and valuable consideration,
the Company and Director agree as follows:
1. Definitions. To the extent not specifically provided
herein, all capitalized terms used in this Agreement will have the same meanings
ascribed to them in the Plan.
2. Stock Options.
▇. ▇▇▇▇▇ of Option. Subject to the conditions
specified in the Plan, the Company hereby grants to Director
the right and option (hereinafter referred to as the "Option")
to purchase an aggregate of Thirty Thousand (30,000) shares of
Stock.
b. Purchase Price. The price at which Director will
be entitled to purchase the Stock covered by the Option will
be ($ ) per share.
c. Term of Option. The Option hereby granted will be
in force and effect for a period beginning on the Grant Date
through and including the normal close of business of the
Company on the tenth anniversary date of its grant, subject to
earlier termination as provided in the Plan.
d. Exercise of Option. The Option will vest and may
be exercised in whole or in part on such terms and subject to
such conditions as are specified in the Plan.
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3. TERMINATION OF SERVICES. If Director's service on the Board
terminates for any reason, Director may exercise the Option, to the extent then
vested as of the date of termination, within one (1) year after such
termination, subject to earlier termination as provided in the Plan.
4. INCORPORATION OF THE PLAN. Director understands and agrees
that the Plan is hereby incorporated into this Agreement as if set forth fully
herein and this Agreement is, at all times, subject to the terms and conditions
of the Plan.
5. GOVERNING LAW. This Agreement shall be interpreted and
administered under the laws of the State of Delaware.
6. AMENDMENTS. This Agreement may be amended only by a written
agreement executed by the Company and Director, provided that, the Company may
amend this Agreement without the consent of Director to the extent that such
amendment is required by applicable federal or state securities laws.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be duly executed by its officer thereunto duly authorized, and Director has
hereunto set his or her hand as of the day of ,
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iPhysician Net Inc.
By
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Its
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Director
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iPhysician Net Inc.
1999 NONEMPLOYEE DIRECTOR COMPENSATION PLAN
BENEFICIARY DESIGNATION FORM
1. PERSONAL INFORMATION.
Name: _________________________________
Address: _________________________________
City, State, Zip: _________________________________
Home Phone #: _________________________________
Social Security Number: _________________________________
2. BENEFICIARY DESIGNATION.
a. BOARD AND COMMITTEE FEES AND EXPENSES.
I designate the following individuals or entities as my beneficiaries to
receive any Board and Committee fees owed to me under the iPhysician Net Inc.
1999 Nonemployee Director Compensation Plan (the "Plan") in the event of my
death, subject to the provisions of the Plan:
Name, Address, and Telephone
Primary or Contingent % Number of Beneficiary Relationship
______________________ _____ _______________________________ ____________
_______________________________
_______________________________
______________________ _____ _______________________________ ____________
_______________________________
_______________________________
______________________ _____ _______________________________ ____________
_______________________________
_______________________________
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b. UNEXERCISED OPTIONS. Complete only if different from (a).
I designate the following individuals or entities as the beneficiaries of any
options granted and fully vested under the Plan that have not been exercised by
me prior to the date of my death, subject to the provisions of the Plan:
Name, Address, and Telephone
Primary or Contingent % Number of Beneficiary Relationship
______________________ _____ _______________________________ ____________
_______________________________
_______________________________
______________________ _____ _______________________________ ____________
_______________________________
_______________________________
______________________ _____ _______________________________ ____________
_______________________________
_______________________________
3. AUTHORIZATION.
I understand that my beneficiary designations revoke all prior beneficiary
designations and will remain in full force and effect until subsequently
changed by me. I further understand that my beneficiary designations may be
revoked and new beneficiaries designated at any time upon my written
notification to the committee appointed by the Board of Directors to administer
the Plan.
_________________________________________ ___________________________
Signature Date
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