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EXHIBIT 10.20
HEALTHDYNE INFORMATION ENTERPRISES, INC.
DIRECTOR
NONQUALIFIED STOCK OPTION
COMMON STOCK
($.01 PAR VALUE)
STOCK OPTION PLAN: HEALTHDYNE INFORMATION ENTERPRISES, INC.
ADJUSTMENT STOCK OPTION PLAN
OPTION FOR THE PURCHASE OF: ____________________ SHARES
EXERCISE PRICE PER SHARE: ____________________
HEALTHDYNE DATE OF GRANT: ____________________
THIS OPTION AGREEMENT, made and entered into as of the ____ day of
______________, by and between HEALTHDYNE INFORMATION ENTERPRISES, INC., a
Georgia corporation (the "Company"), and ____________________________
(the "Participant");
W I T N E S S E T H:
WHEREAS, the HEALTHDYNE INFORMATION ENTERPRISES, INC. Adjustment Stock
Option Plan (the "Plan") has been adopted by the Company; and
WHEREAS, Section 6.1 of the Plan authorizes the Stock Option Committee
of the Board of Directors of the Company, hereinafter referred to as the
"Committee," to cause the Company to enter into a written agreement with the
Participant setting forth the form and the amount of any award and any
conditions and restrictions of the award imposed by the Plan and the Committee;
and
WHEREAS, the Committee desires to make an award to the Participant
consisting of a Nonqualified Stock Option;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Company and the Participant hereby agree as follows:
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1. General Definitions. For purposes of this Option Agreement, each of
the following terms, when used herein, shall have the meaning hereinafter
provided:
(a) The "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(b) The "Common Stock" shall mean the common stock of the
Company, par value $.01 per share.
(c) The "Company" shall mean Healthdyne Information
Enterprises, Inc.
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(d) The "Exercise Date" shall mean the date which is the
earlier of (i) the date on which (a) any "person" (as such term is used in
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"Act")), becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated
pursuant to the Act), directly or indirectly, of securities representing 50% or
more of the combined voting power of the Company's or Healthdyne's then
outstanding securities or (b) as a result of, or in combination with, any cash
tender offer or exchange offer, merger or other business combination, sale of
assets or contested election, or any combination of the foregoing transactions
(a "Transaction"), the persons who are directors of the Company or Healthdyne
before the Transaction cease to constitute a majority of the Board of Directors
of the Company or Healthdyne or any successor to the Company or Healthdyne; or
(ii) the fourth anniversary of the Healthdyne Date of Grant, provided that this
Option shall be exercisable prior thereto as to the percentage of the shares of
Common Stock then subject to this Option indicated by the table below, based
upon the number of years from the Healthdyne Date of Grant:
NUMBER OF YEARS FROM PERCENTAGE OF SHARES
"HEALTHDYNE DATE OF ▇▇▇▇▇"
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Less than 1 25%
At least 1 but
less than 2 50%
At least 2 but 75%
less than 3
Notwithstanding the foregoing, "Exercise Date" shall not
include any day during the period beginning on the date of grant of this Option
and ending on the trading day after the date on which the Option Price has been
determined by the Committee.
(e) The "Expiration Date" shall mean the date on which this
Option expires pursuant to the provisions of paragraph 4 hereof.
(f) "Fair Market Value" shall be the value determined by the
Committee on the basis of (i) selling price(s) at which the Company Common Stock
is sold in the regular way (or the bid and asked prices if no such sales are
reported) as reported by the National Association of Securities Dealers
Automated Quotation System (NASDAQ) or any comparable system, or (ii) if such
stock is not quoted on NASDAQ or any comparable system the bid and asked prices
as furnished by any member of the National Association of Securities Dealers,
Inc. selected by the Committee for such purpose; provided, however that the
Committee may determine Fair Market Value of the Company's Common Stock in such
other manner as it may deem equitable and appropriate under the circumstances if
it determines that an adequate trading market in the Company's Common Stock does
not then exist.
(g) "Good Cause," with respect to any dismissal of Participant
from his or her employment with Healthdyne, shall mean the dismissal of the
Participant from such employment by Healthdyne by reason of (i) the
Participant's being convicted of, or pleading guilty or
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confessing to, any felony or any act of fraud, misappropriation or embezzlement,
(ii) the Participant's improperly releasing or misappropriating trade secrets or
other tangible or intangible property of Healthdyne or engaging in a dishonest
act to the damage or prejudice of Healthdyne or in willful or grossly negligent
conduct or activities materially damaging to the property, business or
reputation of Healthdyne, or (iii) the Participant's failing, without reasonable
cause, to devote his or her full business time and efforts to Healthdyne.
(h) "Healthdyne" shall mean Healthdyne, Inc. except that as
used in paragraph 1(g) hereof, "Healthdyne" shall mean Healthdyne, Inc. and each
of its Subsidiaries and as used in Section 4 shall include any successor in
interest to all or substantially all of the business or assets of Healthdyne.
(i) "Healthdyne Date of Grant" shall mean the date of grant
(indicated on page 1) of the option granted under the Healthdyne Inc.
Non-Employee Director Stock Option Plan that corresponds to the Option granted
in this Agreement.
(j) This "Option" shall mean the option evidenced by this
Option Agreement.
(k) The "Option Price" shall mean the purchase price of each
share of Common Stock that may be purchased by Participant upon the exercise of
this Option, in whole or in part, as adjusted from time to time in accordance
with the provisions hereof.
(l) "Subsidiary" or "Subsidiaries" shall mean the Company, and
any corporations now or hereafter existing which are "subsidiary corporations"
of Healthdyne or the Company within the meaning of Section 424(f) of the Code.
2. Grant of Option. Upon the terms and subject to the conditions and
limitations hereinafter set forth, the Participant shall have the right, at any
time after the Exercise Date and on or before the Expiration Date, to purchase
the number of shares of Common Stock set forth on page 1 of this Option
Agreement, such number of shares being subject to adjustment in accordance with
the provisions set forth below. The purchase price of the shares of Common Stock
that may be purchased upon the exercise of this Option in whole or in part shall
be the price per share set forth under "Exercise Price Per Share" on page 1 of
this Option Agreement, subject, however, to adjustment in accordance with the
provisions set forth below. In addition, the Exercise Price and number of shares
subject to this Option may be adjusted from time to time in accordance with the
terms of the Plan notwithstanding anything to the contrary herein.
3. Manner of Exercise. Subject to the terms, conditions, and
limitations set forth herein, this Option may be exercised in whole or in part
at any time or from time to time after the Exercise Date and on or before the
Expiration Date as to any part of the number of whole shares of Common Stock
then subject to this Option. Such exercise shall be effective only if the
Participant duly executes and delivers to the Company, at the principal
executive office of the Company or at such other address as the Company may
designate by notice in writing to the Participant, an option exercise form
substantially the same as that attached hereto as Exhibit A, indicating the
number of shares of Common stock to be purchased and accompanied by either (a)
cash in an amount equal to the purchase price of such shares, (b) a certificate
or certificates, duly
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endorsed in blank or accompanied by duly executed stock power(s), for that
number of "mature" shares (as defined by generally accepted accounting
principles) of Common Stock having a value equal to the purchase price of the
shares of Common Stock as to which this Option is being exercised, with the
value of a share of Common Stock so exchanged being its Fair Market Value on the
trading day immediately preceding the date of purchase, or (c) a combination of
cash and certificates in the form provided by (b) above with an aggregate value
equal to the purchase price of such shares. Upon any effective exercise of this
Option, the Company shall become obligated to issue a certificate or
certificates to the Participant representing the number of shares of Common
Stock so purchased. No fractional shares will be issued.
4. Expiration of Option. This Option shall expire, shall become null
and void, and shall be of no further force and effect upon the earlier to occur
of the following events:
(a) Three months after the date of the Participant's
resignation or other voluntary termination of his or her employment or, if a
participant in the Non-Employee Director Stock Option Plan of Healthdyne, his or
her position as a member of the Board of Directors with Healthdyne or any
Subsidiary (other than by reason of his or her death or "disability" within the
meaning of Section 72(m)(7) of the Code), but during such three month period the
Option shall be exercisable only to the extent that it was exercisable as of the
date of resignation or termination;
(b) Healthdyne's or any Subsidiary's dismissal of the
Participant from his or her employment or, if a participant in the Non-Employee
Director Stock Option Plan of Healthdyne, his or her position as a member of the
Board of Directors with Healthdyne for Good Cause at any time;
(c) Three months after the date on which Healthdyne or any
Subsidiary terminates Participant's employment or, if a participant in the
Non-Employee Director Stock Option Plan of Healthdyne, his or her position as a
member of the Board of Directors for any reason other than Good Cause, but
during such three month period the Option shall be exercisable only to the
extent that it was exercisable as of the date of termination;
(d) One year after the date on which Participant's employment
or, if a participant in the Non-Employee Director Stock Option Plan of
Healthdyne, his or her position as a member of the Board of Directors with
Healthdyne or any Subsidiary is terminated by reason of the Participant's death
or "disability" within the meaning of Section 72(m)(7) of the Code, but during
such one year period the Option shall be exercisable only to the extent that it
was exercisable as of the date of death or disability; or
(e) The fifth anniversary of the Healthdyne Date of ▇▇▇▇▇.
Notwithstanding any of the foregoing, the termination of a
Participant's employment or position as a member of the Board of Directors with
one or more but not all of the Company, Healthdyne or any Subsidiary shall not
cause this Option to expire under Subsections (a), (b), (c) or (d) of this
Section 4 as long as the Participant retains a position of employment or as a
member of the Board of Directors of at least one of such entities.
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5. ▇▇▇▇▇▇'s Exercise Subject to Compliance with Securities Laws.
Notwithstanding the exercise of this Option, in whole or in part, in accordance
with all other provisions of this Option, the Company shall have no obligation
to honor such exercise and to issue Common Stock pursuant thereto unless and
until the shares of Common Stock to be purchased pursuant to such exercise shall
have been registered under the Securities Act of 1933, as amended (the "1933
Act"), and under all applicable state securities laws, or unless the Company
shall have received an opinion of counsel satisfactory to the Company to the
effect that such resignation is not required. If the foregoing conditions shall
not have been met within 60 days after exercise, the Company may elect to treat
any such exercise as null and void, the Company shall return any cash and
certificate(s) for shares of Common Stock (duly endorsed in blank or accompanied
by duly executed stock power(s)) delivered in payment for shares of Common Stock
upon such exercise. No such voided exercise shall prejudice the Participant's
right to exercise this Option, in whole or in part, at any other time.
6. Adjustment of Option Price and Number of Shares That May be
Purchased Hereunder. The Option Price and the number of shares of Common Stock
that may be purchased hereunder shall be subject to adjustment from time to time
in accordance with the terms of the Plan and the following provisions:
(a) In the event of the issuance of additional shares of
Common Stock as a dividend, from and after the record date for the determination
of shareholders entitled to such dividend the Participant (until another such
adjustment, if any) shall be entitled to purchase under this Option the number
of shares of Common Stock, calculated to the nearest full share, obtained by
multiplying the number of shares of Common Stock subject to this Option
immediately prior to said record date by the percentage that the number of
additional shares constituting any such dividend is of the total number of
shares of Common Stock outstanding immediately prior to said record date and
adding the result so obtained to the number of shares of Common Stock subject to
this Option immediately prior to said record date.
Upon each adjustment made pursuant to this subparagraph (a) to
the number of shares of Common Stock that the Participant may purchase under
this Option, the Option Price in effect immediately prior to such adjustment
shall be reduced to an amount determined by dividing (i) the product obtained by
multiplying such Option Price by the number of shares of Common Stock subject to
this Option immediately prior to such adjustment by (ii) the number of shares of
Common Stock subject to this Option immediately following such adjustment.
(b) If the Company should at any time subdivide the
outstanding shares of its Common Stock, the Option Price in effect immediately
prior to such subdivision shall be proportionately decreased, and if the Company
should at any time combine the outstanding shares of its Common Stock, the
Option Price in effect immediately prior to such combination shall be
proportionately increased, effective from and after the record date of such
subdivision or combination, as the case may be. Upon each adjustment of the
Option Price made pursuant to this subparagraph (b), the Participant (until
another such adjustment, if any) shall be entitled to purchase, at the adjusted
Option Price, the number of shares of Common Stock, calculated to the nearest
full share, obtained by dividing (i) the product obtained by multiplying the
number of
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shares of Common Stock subject to this Option immediately prior to such
adjustment by the Option Price in effect prior to such adjustment by (ii) the
adjusted Option Price.
7. Reorganization, Reclassification, Consolidation or Merger. If at
any time while this Option is outstanding there should be any reorganization or
reclassification of the Common Stock of the Company (other than a subdivision or
combination of shares provided for in paragraph 6 above), or any consolidation
or merger of the Company with another corporation, then the number of shares of
Common Stock or other securities or property of the Company of the successor
corporation resulting from such consolidation or merger, as the case may be, to
which a holder of the number of shares of Common Stock that may then be
purchased upon the exercise of this Option would have been entitled upon such
reorganization, reclassification, consolidation or merger, may thereafter be
purchased hereunder in lieu of the shares of Common Stock theretofore subject to
this Option; and in any such case, appropriate adjustment (as determined by
agreement of this Participant and the Company) shall be made in the application
of the provisions herein set forth with respect to the rights and interest
thereafter of the Participant to the end that the provisions set forth herein
(including the adjustment of the Option Price and the number of shares issuable
upon the exercise of this Option) shall thereafter be applicable, as nearly as
reasonably may be, in relating to any shares or other property that may
thereafter be purchased thereunder.
8. Notice of Adjustments. Upon occurrence of any adjustment of the
Option Price, any increase or decrease in the number of shares of Common Stock
that may be purchased upon the exercise of this Option, or any reorganization,
reclassification, consolidation, merger or other transaction to which paragraph
7 hereof shall apply, then, and in each such case, the Company, within 30 days
thereafter, shall give written notice thereof to the Participant at the address
of the Participant as shown on the books of the Company, which notice shall the
Option Price as adjusted and the increased or decreased number of shares that
may be purchased upon the exercise of this Option, setting forth in reasonable
detail the method of calculation of each.
9. Charges, Taxes and Expenses. The issuance of certificates for
shares of Common Stock upon any exercise of this Option shall be made without
charge to the Participant for any transfer tax or other such expense imposed or
incurred with respect to the issuance of such certificates, all of which taxes
and expenses shall be paid by the Company.
10. Certain Obligations of the Company. The Company shall not, by
amendment of its Articles of Incorporation or through reorganization,
consolidation, merger, dissolution or sale of assets or by any other voluntary
act or deed avoid or seek to avoid the performance or observance of any of the
covenants, stipulations or conditions contained herein to be performed or
observed by the Company, but will at all times in good faith assist, insofar as
it is able, in the carrying out of all provisions of this Option and in the
taking of all other actions that may be necessary to protect the rights of the
Participant against dilution. Without limiting the generality of the foregoing,
the Company agrees that it will not establish or increase the par value of the
shares of any Common Stock that are at the time issuable upon exercise of this
Option above the then prevailing Option Price hereunder and that before taking
any action that would cause an adjustment reducing the Option Price hereunder
below the then par value, if any, of the shares of any Common Stock that may be
purchased upon the exercise of this Option, the Company will
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take any corporate action that, in the opinion of its counsel, may be necessary
so that the Company may validly and legally issue fully-paid and nonassessable
shares of such Common Stock at the Option Price as so adjusted.
11. Assignment. This Option may not be transferred or assigned by the
Participant otherwise than by will or by the laws of descent and distribution
and, during the lifetime of the Participant, may be exercised, in whole or in
part, only by the Participant. Subject to paragraph 4(d) hereof, in the event of
the Participant's death, this Option may be exercised by his or her personal
representative, heirs or legatees.
12. Miscellaneous.
(a) The Company covenants that it will at all times reserve
and keep available, solely for the purpose of issue upon the exercise of this
Option, a sufficient number of shares of Common Stock to permit the exercise of
this Option in full.
(b) The terms of this Option shall be binding upon and shall
inure to the benefit of any successors or assigns of the Company and of the
Participant.
(c) The Participant shall not be entitled to vote or to
receive dividends with respect to any Common Stock that may be, but has not
been, purchased under this Option and shall not be deemed to be a shareholder of
the Company with respect to any such Common Stock for any purpose.
(d) This Option has been issued pursuant to the Plan and shall
be subject to, and governed by, the terms and provisions thereof.
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IN WITNESS WHEREOF, the Company and the Participant have executed this
Option Agreement as of the day and year first above written.
Healthdyne Information Enterprises, Inc.
(Corporate Seal) By:
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Authorized Signature
Attest:
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Secretary
Participant:
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EXHIBIT A
OPTION EXERCISE FORM
(To be executed by the Employee to
exercise the rights to purchase Common Stock
evidenced by the foregoing Option)
TO: Healthdyne Information Enterprises, Inc.
The undersigned hereby exercises the right to purchase ___________
shares of Common Stock covered by the attached Option in accordance with the
terms and conditions thereof, and herewith makes payment of the Option Price of
such shares in full.
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Signature
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Address
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Social Security Number
Date: __________________, 19____
