EXHIBIT 4.5
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Amended and Restated
Centennial HealthCare Corporation
1997 Stock Plan
Form of Non-Employee Director Stock Option Agreement
CENTENNIAL HEALTHCARE CORPORATION
FORM OF NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
THIS NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (this "Agreement"),
entered into as of this _____ day of ________________, 19___ by and between
Centennial HealthCare Corporation, a Georgia corporation (the "Company"), and
_________________ (the "Optionee").
WHEREAS, as of March 13, 1997, the Company adopted a stock option plan
known as the "Amended and Restated Centennial HealthCare Corporation 1997 Stock
Plan" (the "Plan"); and
WHEREAS, the Company has granted the Optionee an Option (as hereinafter
defined) to purchase ___________ shares of the Company's common stock, $.01 par
value per share (the "Stock") and the Company and the Optionee desire to enter
into a written agreement with respect to the Option in accordance with the Plan.
NOW, THEREFORE, as an incentive and to serve as a non-employee director of
the Company and to encourage stock ownership, and also in consideration of the
mutual covenants contained herein, the parties hereto agree as follows.
1. Incorporation of Plan. This Option is granted pursuant to the
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provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Optionee.
Notwithstanding anything in this Agreement to the contrary, to the extent the
terms of this Agreement conflict with or otherwise attempt to exceed the
authority set forth under the Plan, the Plan shall govern and control in all
respects. Unless otherwise defined herein, capitalized terms used in this
Agreement shall have the meanings given such terms in the Plan.
2. Grant of Option. Subject to the terms, restrictions, limitations, and
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conditions stated herein and the terms of the Plan, the Company hereby evidences
its grant as of the date hereof (the "Grant Date") to the Optionee of the right
and option (the "Option") to purchase all or any part of __________________
(____) shares of Stock.
3. Vesting Date. The Option shall vest and become exercisable upon the
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first anniversary of the Grant Date pursuant to Section 6.2 of the Plan.
4. Expiration Date. The Option shall expire and shall cease to be
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exercisable after the expiration of ten (10) years from the Grant Date of the
Option.
5. Exercise Price. The price per share to be paid by the Optionee for
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the shares subject to this Option (the "Exercise Price") shall be as determined
in accordance with the Plan and as specified on Schedule A.
6. Restrictions on Transferability. No Option shall be transferable by
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the Optionee other than by will or the laws of descent and distribution. During
the lifetime of the Optionee, Options shall be exercisable only by the Optionee
(or by such Optionee's guardian or legal representative, should one be
appointed).
7. Notice of Exercise of Option. This Option may be exercised by the
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Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the Notice of
Exercise attached hereto as Schedule B) signed by the Optionee, or by such
administrators, executors or personal representatives, and delivered or mailed
to the Company as specified in Section 14 hereof to the attention of the Chief
Financial Officer or such other officer as the Company may designate. Any such
notice shall (a) specify the number of shares of Stock which the Optionee or the
Optionee's administrators, executors or personal representatives, as the case
may be, then elects to purchase hereunder, (b) contain such information as may
be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by
(i) a certified or cashier's check payable to the Company in payment of the
total Exercise Price applicable to such shares as provided herein, (ii) shares
of Stock owned by the Optionee and duly endorsed or accompanied by stock
transfer powers having a Fair Market Value equal to the total Exercise Price
applicable to such shares purchased hereunder, or (iii) a certified or cashier's
check accompanied by the number of shares of Stock whose Fair Market Value when
added to the amount of the check equals the total Exercise Price applicable to
such shares purchased hereunder. Upon receipt of any such notice and
accompanying payment, and subject to the terms hereof, the Company agrees to
issue to the Optionee or the Optionee's administrators, executors or personal
representatives, as the case may be, stock certificates for the number of shares
specified in such notice registered in the name of the person exercising this
Option.
8. Adjustment in Option. The number of shares of Stock subject to this
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Option, the Exercise Price and other matters are subject to adjustment during
the term of this Option in accordance with the Plan.
9. Termination of Service as a Director. In the event of the termination
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of the Optionee's service as a Director of the Company or any of its
Subsidiaries for any reason other than such Director's death or Disability, the
Optionee (or his or her personal representative) must exercise this Option, to
the extent that this Option is Purchasable on the date of such termination, at
any time prior to the earlier of (i) the last day of the one year period
following the date that the Optionee ceases to be a Director or (ii) the
expiration of the Optionee's Option.
10. Disabled Optionee. In the event of termination of service as a
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Director of the Company because of the Optionee's becoming a Disabled Optionee,
the Optionee (or his or her legal representative) may exercise this Option, to
the extent such Option is Purchasable on the date of termination, at any time
prior to the earlier of (i) the last day of the one year period following the
beginning of the Optionee's Disability or (ii) the expiration date of this
Option.
11. Death of Optionee. In the event of the Optionee's death, the
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Optionee's administrators, executors or personal representatives or persons to
whom all or a portion of this Option is transferred in accordance with Section 6
hereof may exercise this Option at any time prior to the earlier of (i) the last
day of the one year period following the Optionee's death or (ii) the expiration
date of this Option. If the Optionee was a Director of the Company at the time
of death, this Option may be so exercised to the extent of the number of shares
that were Purchasable hereunder at the date of death. If the Optionee's service
as a Director terminated prior to his or her death, this Option may be exercised
only to the extent of the number of shares covered by this Option which were
Purchasable hereunder at the date of such termination.
12. Compliance with Regulatory Matters. The Optionee acknowledges that
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the issuance of Stock of the Company is subject to limitations imposed by
federal and state law and the Optionee hereby agrees that the Company shall not
be obligated to issue any shares of Stock upon exercise of this Option that
would cause the Company to violate law or any rule, regulation, order or consent
decree of any regulatory authority (including without limitation the Securities
and Exchange Commission) having jurisdiction over the affairs of the Company.
The Optionee agrees that he or she will provide the Company with such
information as is reasonably requested by the Company or its counsel to
determine whether the issuance of Stock complies with the provisions described
by this Section 12.
13. Investment Representation of Optionee.
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(a) Optionee represents to the Company the following: (i) that Optionee
has read and understands the terms and provisions of the Plan and hereby accepts
this Agreement subject to all terms and conditions of the Plan, and (ii) that
Optionee understands that, unless at the time of exercise of the Option, a
registration statement under the Securities Act of 1933, as amended, is in
effect covering the Stock, as a condition to the exercise of the Option, the
Company may require Optionee to represent that Optionee is acquiring the Stock
for Optionee's own account only and not with a view toward, or for sale in
connection with, any distribution of the Stock.
(b) The Optionee understands and agrees that the certificate or
certificates representing any shares of Stock acquired hereunder may bear an
appropriate legend relating to registration and resale under federal and state
securities laws.
(c) The Optionee shall not have any rights of a shareholder of the Company
with respect to the shares of Stock which may be purchased upon exercise of this
Option, unless and until such shares shall have been issued and delivered and
his/her name has been entered as a shareholder on the stock transfer records of
the Company.
14. Miscellaneous.
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(a) This Agreement shall be binding upon the parties hereto and their
representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Georgia, without regard to conflicts of
laws principles.
(c) Any notice, request, document or other communication given
hereunder shall be deemed to be sufficiently given upon personal delivery to the
other party or upon the expiration of three (3) days after depositing same in
the United States mail, return receipt requested, properly addressed to the
respective parties or such other address as they may give to the other party in
writing in the same manner as follows:
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Company: Centennial HealthCare Corporation
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President
and Chief Financial Officer
Optionee:
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(d) This Agreement may not be modified except in writing executed by
each of the parties hereto.
(e) This Agreement, together with the Plan, contains the entire
understanding of the parties hereto and supersedes any prior understanding
and/or written or oral agreement between them respecting the subject matter
hereof.
(f) The parties agree that the provisions of this Agreement are
severable and the invalidity or unenforceability of any provision in whole or
part shall not affect the validity or enforceability of any enforceable part of
such provision or any other provisions hereof.
(g) The headings with Sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
(h) No waiver of any breach or default hereunder shall be considered
valid unless in writing, and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or similar nature.
(i) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the Board or Committee has caused this Non-
Employee Director Stock Option Agreement to be executed on behalf of the Company
and the Optionee has executed this Non-Employee Director Stock Option Agreement,
as of the day and year first above written.
COMPANY:
CENTENNIAL HEALTHCARE CORPORATION
By:
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▇▇▇▇ ▇. ▇▇▇▇, Executive Vice President
and Chief Financial Officer
OPTIONEE:
By:
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