Exhibit 99.1
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FORM OF
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STOCK OPTION AGREEMENT
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AGREEMENT, dated as of June 17, 1996 by and between
ADVANCED NMR SYSTEMS, INC., a Delaware corporation (the
"Company"), and ___________________ ("the Optionee").
W I T N E S S E T H
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WHEREAS, pursuant to Exhibit A of a Key Employee
Agreement, dated as of January 1, 1996, (the "Employment
Agreement), between the Optionee and Medical Diagnostics, Inc., a
wholly-owned subsidiary of the Company, the Company was obligated
to grant a stock option (the "Option") to the Optionee for the
purchase of ______________ (______) shares of the Company's
Common Stock; and
WHEREAS, the Board of Directors of the Company has
authorized the grant of the Option to the Optionee;
NOW, THEREFORE, in consideration of the premises,
mutual covenants herein set forth and other good and valuable
consideration, subject to the terms and conditions herein, the
Company and the Optionee hereby agree as follows:
1. Grant of Option. Subject to the terms and
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conditions herein, the Company hereby grants to the Optionee an
option (the "Option") to purchase ______________ (______) shares
of its Common Stock, $.01 par value (the "Option Shares"), at an
exercise price (the "Exercise Price") of $1.41 per share, as may
be adjusted from time to time as provided in this Agreement.
2. Exercise of the Option. 2.01 Subject to
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adjustments as provided in Section 6 herein, the Option shall be
cumulatively exercisable:
(a) immediately as to the first one-half of the
Option Shares; and
(b) as to the second one-half of the Option
Shares after May 31, 1997, so that all of the Option Shares shall
be exercisable on June 1, 1997.
2.02 Should the Employment Agreement be terminated
prior to May 31, 1997 either by the Company pursuant to Section
2.2(b) or 2.2(c) of the Employment Agreement, by the Optionee
pursuant to Section 2.5 of the Employment Agreement or a Change
of Control (as defined in Exhibit D in the Employment Agreement),
all Option Shares which have not yet vested shall immediately
vest upon such termination of the Employment Agreement. Except
to the extent specifically provided for in the immediately
preceding sentence, upon termination of the Employment Agreement
prior to May 31, 1997, all unvested option shares shall terminate
upon such termination of the Employment Agreement.
2.03 Vesting of the Option Shares will be accelerated
upon the death or disability of the Optionee or upon the
happening of a Corporate Transaction as set forth in Section 5.02
(b) hereof.
2.04 The Option shall expire on May 31, 2001 subject
to earlier termination as provided herein.
3. Rights of Holder. The Optionee shall not have any
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rights to dividends or any other rights of a stockholder with
respect to any Option Shares until such Shares shall have been
issued to him (as evidenced by the appropriate entry on the
transfer books of the Company) upon purchase of such Shares upon
exercise of the Option. Furthermore, nothing contained in this
Stock Option Agreement shall confer upon the Optionee any right
to be continued in the employ of the Company or its subsidiaries
beyond what is called for in the Employment Agreement or shall
prevent the Company from terminating his employment in accordance
with the Employment Agreement.
4. Non-Transferability of Option. This Option shall
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not be transferable other than by will or by the laws of descent
and distribution, and may be exercised during the Optionee's
lifetime only by him.
5. Adjustments.
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5.01 Adjustments by the Company. In the event of a
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stock dividend, stock split-up, share combination, exchange of
shares, recapitalization, merger, consolidation, acquisition or
disposition of property or shares, reorganization, liquidation or
other similar changes or transactions, by the Company during the
term of the Option, the Board of Directors of the Company shall
make such adjustment of the number and class of shares then
covered by the Option, or of the Exercise Price, or both, whose
determination shall be conclusive. To the extent practicable,
the Company shall give the Optionee prior notice of any such
event, provided that the failure by the Company to give such
notice shall not subject the Company to any liability herein.
5.02 Adjustments Due to Merger, Consolidation,
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Reorganization, Asset Sale, Liquidation, etc. (a) If the
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Company shall be the surviving corporation in any reorganization,
merger, consolidation, etc. of the Company with one or more other
corporations, any then outstanding Option shall pertain to and
apply to the securities to which a holder of the number of shares
of Common Stock subject to such Option would have been entitled
immediately following such reorganization, merger, consolidation,
etc. with a corresponding proportionate adjustment of the
Exercise Price as to which such Option may be exercised so that
the aggregate Exercise Price as to which such Option may be
exercised shall be the same as the aggregate Exercise Price as to
which such Option may be exercised for the shares remaining
subject to the Option immediately prior to such reorganization,
merger, consolidation, etc.
(b) In the event of a merger or consolidation in which
the Company is not the surviving corporation, or sale of all or
substantially all of the assets of the Company in which
outstanding shares of Common Stock are exchanged for securities,
cash or other property of any other corporation or business
entity or in the event of a liquidation of the Company
(collectively, a "Corporate Transaction"), the Board of Directors
of the Company, or the board of directors of any corporation
assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to outstanding
Options: (i) provide that such Options shall be assumed, or
equivalent Options shall be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof); (ii) upon
written notice to the Optionee, provide that all unexercised
Options will terminate immediately prior to the consummation of
such transaction unless exercised by the Optionee within a
specified period following the date of such notice; or (iii) in
the event of a Corporate Transaction under the terms of which
holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment for each share surrendered in
the Corporate Transaction (the "Transaction Price"), make or
provide for a cash payment to the Optionee equal to the
difference between (A) the Transaction Price times the number of
shares of Common Stock subject to such outstanding Options (to
the extent then exercisable at prices not in excess of the
Transaction Price) and (B) the aggregate Exercise Price of all
such outstanding Options in exchange for the termination of such
Options.
6. Reservation of Shares. The Company shall at all
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times during the term of the Option reserve and keep available
such number of shares of Common Stock or such other class of
stock then subject to the Option as shall be sufficient to
satisfy the requirements of this Agreement. The Company shall
list such shares of Common Stock on the national securities
exchange or automated quotation system on which the Company's
Common Stock is then listed.
7. Exercise Procedure.
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7.01 Procedure. (a) The Optionee may exercise the
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Option, at any time or from time to time as provided herein, by
delivering to the Company a written notice duly signed by the
Optionee stating the number of Option Shares that the Optionee
has elected to purchase and accompanied by payment in an amount
equal to the full purchase price for the Shares to be purchased
(the "Purchased Shares"). The notice may be in form of the
"Exercise of Option to Purchase Shares" attached hereto. The
payment may either be in cash or by check or shares of the
Company's Common Stock with a fair market value equal to the
exercise price on the date the Option is exercised, or through a
combination of cash or shares. For purposes of the foregoing,
"fair market value" of the Common Stock shall be determined as of
the last business day for which the prices or quotes are
available prior to the date the particular Options are exercised
and shall mean (i) the last reported sale price (on that date) of
the Common Stock on the Nasdaq National Market System, if the
Common Stock is then traded on such System; (ii) the last
reported sale (on that date) of the Common Stock on the principal
national securities exchange on which the Common Stock is traded,
if the Common Stock is not then traded on the Nasdaq National
Market System; or (iii) the average of the closing bid and asked
prices last quoted (on that date) by an established quotation
service for over-the-counter securities, if the Common Stock is
not reported on the Nasdaq National Market System or a national
securities exchange. However, if the Common Stock is not then
publicly traded, the "fair market value" shall be deemed to be
the fair value of the Common Stock as determined by the
Corporation's Board of Directors after taking into consideration
all factors which it deems appropriate.
(b) Following receipt by the Company of such notice of
exercise and full payment, the Company shall issue, as soon as
practicable, a stock certificate for the Purchased Shares in the
name as designated by the Optionee and deliver the certificate to
the Optionee.
7.02 Compliance. The Company, however, shall not be
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required to issue or deliver the stock certificate pursuant to
Section 7.01(b) hereof until it has complied with all
requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the Securities Exchange Act of 1934, as
amended, any securities exchange or automated quotation system on
which the Company's Common Stock may then be listed, and all
applicable state laws in connection with the issuance of the
Option Shares or their listing on said securities exchange or
system.
7.03 Legend. If the Purchased Shares are not then
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covered by a registration statement in accordance with Section 8
hereof, each certificate for the Purchased Shares shall bear the
following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS THE
REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN
COMPLIED WITH OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED."
8. Registration Statement. Promptly after the
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execution and delivery of this Option Agreement, the Company
shall prepare and file with the Securities and Exchange
Commission (the "Commission") a Registration Statement (the
"Registration Statement") on Form S-8 or any successor form under
the Securities Act, assuming continued eligibility by the Company
to use such Form, for the purpose of registering for purchase and
sale of the Option Shares. The Company shall bear the costs of
preparing and filing the Registration Statement (other than any
selling costs of the Optionee) and may include in such
Registration Statement other shares of its Common Stock
underlying options or awards granted to other persons.
Notwithstanding the provisions of this Section 8, the Company
shall not be obligated to file a registration statement hereunder
if (i) the Purchased Shares may then be sold pursuant to Rule 144
under the Securities Act or (ii) the Company is not able to use a
Form S-8.
9. Notices. Each notice relating to this Agreement
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shall be in writing and delivered in person or by facsimile or
certified mail to the following addresses:
If to ANMR:
Advanced NMR Systems, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chairman of the Board
(Fax) ▇▇▇-▇▇▇-▇▇▇▇
If the Optionee:
____________________________________
____________________________________
____________________________________
or to such other address as either party hereto may hereinafter
duly give to the other.
10. Binding. This Agreement shall be binding upon and
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inure to the benefit of the parties hereto, and their successors,
assigns, heirs and administrators.
11. Entire Agreement. This Agreement constitutes the
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entire agreement between the parties hereto with respect to the
matters herein, and cannot be amended, modified or terminated
except by an agreement in writing executed by the parties hereto.
12. Governing Law. This Agreement shall be construed
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in accordance with and governed by the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first set forth above.
ADVANCED NMR SYSTEMS, INC.
By:_________________________
____________________________
Exercise of Option
To Purchase Shares
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To: Advanced NMR Systems, Inc.
The undersigned hereby exercises the within Option for
the purchase of ______ shares (the "Shares") of Advanced NMR
Systems, Inc. Common Stock granted under a Stock Option
Agreement, dated as of June 17, 1996, and herewith makes payment
of the purchase price by the delivery of _______. In the event
the Shares are not registered under the Securities Act of 1933,
as amended, the undersigned shall provide such representations as
may be required by the Company to fulfill any exemptions that may
be sought under said Act. Kindly issue the certificate for the
Shares and the Warrants in accordance with the instructions given
below:
__________________________________
Signature
Instructions for issuance
of stock:
_____________________________________
Name
_____________________________________
_____________________________________
Address
_____________________________________
Social Security Number