HOOPER HOLMES, INC. OPTION AGREEMENT
▇▇▇▇▇▇
▇▇▇▇▇▇, INC.
Nonqualified
Stock Options: ______________shares.
This
Option Agreement, dated as of
May__, 2007, is made by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. (the "Company") and
______________(the "Optionee"). Defined terms used herein and not
defined herein shall have the meaning ascribed to them in the ▇▇▇▇▇▇ ▇▇▇▇▇▇,
Inc. _______Stock Option Plan (the "Plan").
WHEREAS,
the Company
has adopted the Plan to grant Incentive Stock Options and Nonqualified Options
to purchase shares of its common stock, $.04 par value per share ("Common
Stock"), to certain employees who have exerted their best efforts on behalf
of
the Company and have contributed to its continued growth and financial success,
which Plan is administered by the Company's Compensation Committee (the
"Committee"); and
WHEREAS,
the Optionee
is employed by the Company and the Company wishes him/her to remain in its
employ and to secure and/or increase his/her stock ownership in the Company
in
order to increase his/her incentive and personal interest in the welfare
of the
Company.
NOW,
THEREFORE, in
consideration of the premises and the covenants and agreements herein set
forth,
the parties hereby mutually covenant and agree as follows:
1. Grant
of Option. Pursuant to the provisions
of the Plan, the Company hereby grants to the Optionee, subject to the terms
and
conditions of the Plan and subject further to the terms and conditions herein
set forth, the right and option to purchase the above stated number of shares
of
Common Stock from the Company for the consideration specified in Section
2
below. The shares subject to the Option granted hereby shall be
considered shares granted pursuant to a Nonqualified Option.
2. Option
Price. The Option Price shall be
_____________Dollars ($_______), which is equal to the Fair Market Value
of such
stock on May ___, 2007, the date as of which these options were
granted.
3. Grant
Contingent on Execution of Option
Agreement. Execution of this Option
Agreement within thirty (30) days after the date upon which the Optionee
receives written notice of the decision by the Committee to grant the Option
to
the Optionee is a condition precedent to the grant of the Option.
4. Grant
Contingent on Continued Employment with the
Company. The Optionee shall remain in
the employment of the Company for a period of at least twenty-four (24) months
from May___, 2007, or until the Optionee's earlier Retirement, at such
compensation as the Company shall reasonably determine from time to
time. Subject to Section 5.7 of the Plan, the Option may be exercised
by the Optionee only while the Optionee remains employed by the
Company.
5. Additional
Terms and Conditions. It is understood
and agreed that the Option is subject to the following terms and conditions
in
addition to any terms and conditions of the Plan that are not restated herein
(any such terms being incorporated herein by reference):
a. Vesting
of Option. Except as otherwise provided
in this Option Agreement or the Plan, no portion of the Option shall vest
or
become exercisable earlier than May 7, 2009. Thereafter, the Option
shall vest and become exercisable as follows:
25%
of the shares granted on or after
May__, 2009
50%
of the shares granted on or after
May__, 2010
75%
of the shares granted on or after
May __, 2011
100%
of the shares granted on or after
May __, 2012
To
the extent that the Option is not
fully vested and exercisable as of the date the Optionee terminates his
employment with the Company because of his death, Total Disability or
Retirement, the Option shall become vested and exercisable in full on such
date. Further, the Option shall become vested and exercisable
immediately in the event there is an actual or threatened change in control
of
the Company, as defined in Section 5.6 (b) of the Plan.
b. Expiration
Date. Except as otherwise provided in
the Plan or this Option Agreement, the Option granted hereby may be exercised
by
the Optionee in whole or in part from time to time, subject to the restrictions
on exercise contained above, during the period beginning May 7, 2009, and
ending
on the earlier of (i) May___, 2017 or (ii) such shorter period provided in
the
Plan in the event of Death, Total Disability, Retirement or other termination
of
employment (the "Option Period"). The Option shall expire at the end
of the Option Period.
c. Exercise
of Option. The Option shall be
exercised by (a) written notice to the Committee of the intent to exercise
the
Option with respect to a specified number of shares of Common Stock and (b)
payment for such shares.
d. Payment
of the Option Price. At the time of exercise, the Option
Price of the Common Stock subject to the Option shall be paid by the Optionee
to
the Company either in cash or in such other consideration as the Committee
deems
appropriate, including, but not limited to, Common Stock already owned by
the
Optionee having a total Fair Market Value equal to the Option Price or a
combination of Cash and Common Stock having a total Fair Market Value equal
to
the Option Price.
e. Tax
Withholding. The Company shall not
issue or transfer shares of Common Stock to the Optionee upon the exercise
of
the Option until the Optionee pays the Company in cash the amount necessary
to
satisfy the Company's obligation to withhold federal, state or local tax
or
other taxes incurred with respect to the exercise of the Option. The
Company shall determine the amount of such withholding liability and its
decision shall be final, binding and conclusive on the parties. The
Company shall be entitled to withhold from any compensation or other
payments.
f. Nontransferability. The
Option shall not be transferable other than by will or by the laws of descent
and distribution. During the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee.
g. Sales
of Stock. Except in the case of sales
by an executor or administrator of the estate of a deceased Optionee, shares
of
Common Stock acquired through the exercise of the Option may not be sold
or
otherwise disposed of for a period of six (6) months after the date of grant
of
this Option.
h. No
Rights as Shareholder. The Optionee
shall not have any rights as a shareholder with respect to any shares of
Common
Stock subject to the Option prior to the date of issuance of the Optionee
of a
certificate or certificates for such shares.
i. Investment
Representation. Unless, at the time
this Option is exercised, the shares underlying this Option are effectively
registered under the Securities Act of 1933, the Optionee represents and
warrants that the shares to be acquired upon the exercise of the Option granted
herein are being acquired for investment and not with a view toward resale
or
with a view to distribution thereof and that the Optionee will comply with
such
restrictions as may be necessary to satisfy the requirement of the federal
or
state securities law. Upon demand by the Committee, the Optionee (or
his Beneficiary) shall deliver to the Committee at any time the Option or
any
portion of the Option is exercised, the representation contained
above. This representation is a condition precedent to the right of
the Optionee to purchase any shares of Common Stock under this Option
Agreement.
6. Designation
of Beneficiary. The Optionee shall file
with the Committee a written designation of one or more persons as the
Beneficiary who shall be entitled to receive the amount, if any, payable
under
the Plan upon the Optionee's death. Designation of a Beneficiary
shall not constitute a transfer of the Option.
7. Optionee
Bound by Plan. The Optionee hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all
the
terms and provisions thereof, including the terms and provision adopted after
the granting of the Option but prior to the complete exercise
hereof.
8. Notices. Any
notice hereunder to the Company shall be addressed to it at its office, ▇▇▇
▇▇.
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention Senior Vice President, General
Counsel and Secretary. Any notice hereunder to the Committee shall be
addressed to it at the Company's office, ▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇
▇▇▇▇▇, Attention: Corporate Secretary. Any notice hereunder to the
Optionee shall be addressed to him/her at his/her home or office
address. Any party shall have the right to designate at any time
hereafter in writing some other address for notice.
9. Counterparts. This
Option Agreement has been executed in two counterparts, each of which shall
constitute on and the same instrument.
10. Headings. Any
headings preceding the text of the sections of the Plan or this Option Agreement
are inserted for convenience of reference only, and shall neither constitute
a
part of the Plan or this Option Agreement nor affect the meaning, construction
or effect of the Plan or this Option Agreement.
11. Interpretations. The
Committee may interpret the Plan and this Option Agreement, prescribe, amend,
and rescind any rules and regulations necessary or appropriate for the
administration of the Plan or this Option Agreement, and make such other
determinations under, and interpretations of, the Plan and the Option Agreement,
and take such other action as it deems necessary or advisable, except as
otherwise expressly reserved to the Board of Directors of the Company in
the
Plan. Any interpretation, determination or other action made or taken
by the Committee with respect to the terms of this Option Agreement shall
be
final, binding and conclusive upon all parties. All rights under this
Option Agreement shall be governed and construed in accordance with the laws
of
the State of New York.
IN
WITNESS WHEREOF,
▇▇▇▇▇▇ ▇▇▇▇▇▇ has caused this Option Agreement to be executed by an appropriate
officer and the Optionee has executed this Option Agreement, both as of the
day
and year first above written.
▇▇▇▇▇▇
▇▇▇▇▇▇,
INC.
By:
___________________________
Name:
Title:
OPTIONEE:
By:
___________________________
Name: