<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 5, 1998
REGISTRATION NO. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------
QUADRAMED CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 68-0316252
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
80 EAST SIR FRANCIS DRAKE BOULEVARD, STE. 2A
LARKSPUR, CALIFORNIA 94939
(Address of principal executive offices) (Zip Code)
----------
MEDICUS SYSTEMS CORPORATION 1994 DIRECTORS' STOCK OPTION PLAN
MEDICUS SYSTEMS CORPORATION 1995 RCM STOCK OPTION PLAN
MEDICUS SYSTEMS CORPORATION 1996 C.E.O. REPLACEMENT STOCK OPTION PLAN
MEDICUS SYSTEMS CORPORATION 1996 C.E.O. SPECIAL STOCK OPTION CERTIFICATE
MEDICUS SYSTEMS CORPORATION 1997 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
MEDICUS SYSTEMS CORPORATION (1989/1991/1993/1993 PERFORMANCE, AND 1994)
STOCK OPTION AND RESTRICTED STOCK PLAN, AS AMENDED
MEDICUS SYSTEMS CORPORATION 1997 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plans)
----------
JAMES D. DURHAM
CHIEF EXECUTIVE OFFICER
QUADRAMED CORPORATION
80 EAST SIR FRANCIS DRAKE BOULEVARD, STE. 2A
LARKSPUR, CALIFORNIA 94939
(415) 461-7725
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price Fee
---------- ------------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Medicus Systems Corporation
1994 Directors' Stock Option Plan
Common Stock, $0.01 par value 32,076 shares $ 23.733 $ 761,259.71 $224.57
Medicus Systems Corporation
1995 RCM Stock Option Plan
Common Stock, $0.01 par value 17,825 shares $ 19.70 $ 351,152.50 $103.59
Medicus Systems Corporation
1996 C.E.O. Replacement Stock Option Plan
Common Stock, $0.01 par value 142,598 shares $ 17.801 $2,538,387.00 $748.82
Medicus Systems Corporation
1996 C.E.O. Special Stock Option Certificate
Common Stock, $0.01 par value 6,417 shares $ 5.62 $ 36,063.54 $ 10.64
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C> <C> <C>
Medicus Systems Corporation
1997 Employee Stock Option
and Restricted Stock Plan
Common Stock, $0.01 par value 108,514 shares $16.097 $1,746,749.86 $ 515.29
Medicus Systems Corporation
(1989/1991/1993/1993 Performance,
and 1994) Stock Option and
Restricted Stock Plan, as Amended
Common Stock, $0.01 par value 235,791 shares $19.594 $4,620,088.85 $1,362.93
Medicus Systems Corporation
1997 Directors' Stock Option Plan
Common Stock, $0.01 par value 12,474 shares $19.99 $ 249,355.26 $ 73.56
Aggregate Filing Fee: $3,039.40
=========================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares
of Common Stock which become issuable under the Medicus Systems
Corporation 1994 Directors' Stock Option Plan, the Medicus Systems
Corporation 1995 RCM Stock Option Plan, the Medicus Systems
Corporation 1996 C.E.O. Replacement Stock Option Plan, the Medicus
Systems Corporation 1996 C.E.O. Special Stock Option Certificate,
the Medicus Systems Corporation 1997 Employee Stock Option and
Restricted Stock Plan, the Medicus Systems Corporation
(1989/1991/1993/1993 Performance and 1994) Stock Option and
Restricted Stock Plan, as Amended, and the Medicus Systems
Corporation 1997 Directors' Stock Option Plan (together the
"Medicus Plans") by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase
in the number of the outstanding shares of Registrant's Common
Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h)
of the Securities Act of 1933, as amended, on the basis of the
weighted average exercise price of the outstanding options.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
QuadraMed Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1997, filed with the SEC on April 20, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998, filed with the SEC on May 14, 1998;
and
(c) The Registrant's Registration Statement No. 00-021031 on Form 8-A
filed with the SEC on July 17, 1996 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in
which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Registrant's Certificate of Incorporation provides that its directors will
not be liable to the Registrant or its stockholders for monetary damages for
breaches of fiduciary duty to the fullest extent permitted by Delaware law. This
provision is intended to allow the Registrant's directors the benefit of
Delaware General Corporation Law, which provides that directors of Delaware
corporations may be relieved of monetary liability for breaches of their
fiduciary duty of care except under certain circumstances, including breach of
the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct or known violation of law, or any transaction from which
the director derived an improper personal benefit.
The Registrant has entered into separate indemnification agreements with each of
the directors and executive officers whereby the Registrant has agreed, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors or executive officers and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified.
<PAGE> 4
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration
Statement No. 00-021031 on Form 8-A which is incorporated herein by reference pursuant to
Item 3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Deloitte & Touche LLP, Independent Public Accountants.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 Medicus Systems Corporation 1994 Directors' Stock Option Plan.
99.2 Medicus Systems Corporation 1995 RCM Stock Option Plan.
99.3 Medicus Systems Corporation 1996 C.E.O. Replacement Stock Option Plan.
99.4 Medicus Systems Corporation 1996 C.E.O. Special Stock Option Certificate.
99.5 Medicus Systems Corporation 1997 Employee Stock Option and Restricted Stock Plan.
99.6 Medicus Systems Corporation (1989/1991/1993/1993 Performance, and 1994) Stock Option and
Restricted Stock Plan, as Amended.
99.7 Form of Stock Option Certificate -- 1989 Stock Option Plan (4-Year Vest).
99.8 Form of Stock Option Certificate -- 1989 Stock Option Plan (9-Year Vest).
99.9 Form of Stock Option Certificate -- 1991 Stock Option Plan.
99.10 Form of Replacement Stock Option Certificate -- 1991 Stock Option Plan.
99.11 Form of Stock Option Certificate -- 1993 Stock Option Plan.
99.12 Form of Replacement Stock Option Certificate -- 1993 Stock Option Plan.
99.13 Form of Stock Option Certificate -- 1993 Performance Stock Option Plan.
99.14 Form of Replacement Stock Option Certificate -- 1993 Performance Stock Option Plan.
99.15 Form of Stock Option Certificate -- 1994 Stock Option Plan (4-Year Vest).
99.16 Form of Stock Option Certificate -- 1994 Stock Option Plan (9-Year Vest).
99.17 Form of Replacement Stock Option Certificate -- 1994 Stock Option Plan (4-Year Vest).
99.18 Form of Replacement Stock Option Certificate -- 1994 Stock Option Plan (9-Year Vest).
99.19 Form of Stock Option Certificate -- 1996 C.E.O. Replacement Stock Option Plan.
99.20 Form of Stock Option Certificate -- 1997 Employee Stock Option and Restricred Stock Plan (4-Year Vest).
99.21 Form of Stock Option Certificate -- 1997 Employee Stock Option and Restricted Stock Plan (9-Year Vest).
99.22 Medicus Systems Corporation 1997 Directors' Stock Option Plan.
99.23 Form of Memo Confirming Stock Option Assumption by QuadraMed.
</TABLE>
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this Registration Statement; (2) that
for the purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
Medicus Plans.
II-2.
<PAGE> 5
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers, or controlling persons of the Registrant
pursuant to the indemnification provisions in Item 6, or otherwise, the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
II-3.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Larkspur, State of California on this
18th day of May, 1998.
QUADRAMED CORPORATION
By: /s/James D. Durham
-------------------------------
James D. Durham
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of QuadraMed
Corporation, a Delaware corporation, do hereby constitute and appoint James D.
Durham and John V. Cracchiolo and each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/James D. Durham Chairman of the Board, May 18, 1998
- ------------------------ President and Chief Executive Officer
James D. Durham (Principal Executive Officer)
</TABLE>
II-4.
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/John V. Cracchiolo Executive Vice President, May 18, 1998
- --------------------------- Chief Financial Officer and
John V. Cracchiolo Secretary (Principal Financial
and Accounting Officer)
/s/Bernie J. Murphy Vice President, Finance and May 18, 1998
- --------------------------- Chief Accounting Officer
Bernie J. Murphy (Principal Accounting Officer)
/s/John H. Austin, M.D. Director May 18, 1998
- ---------------------------
John H. Austin, M.D.
/s/Albert L. Greene Director May 18, 1998
- ---------------------------
Albert L. Greene
/s/Kenneth E. Jones Director May 18, 1998
- ---------------------------
Kenneth E. Jones
/s/Thomas F. McNulty Director May 18, 1998
- ---------------------------
Thomas F. McNulty
/s/Joan P. Neuscheler Director May 18, 1998
- ---------------------------
Joan P. Neuscheler
/s/Cornelius T. Ryan Director May 18, 1998
- ---------------------------
Cornelius T. Ryan
</TABLE>
II-5.
<PAGE> 8
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
QUADRAMED CORPORATION
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration
Statement No. 00-021031 on Form 8-A which is incorporated herein by reference pursuant to
Item 3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Deloitte & Touche LLP, Independent Public Accountants.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 Medicus Systems Corporation 1994 Directors' Stock Option Plan.
99.2 Medicus Systems Corporation 1995 RCM Stock Option Plan.
99.3 Medicus Systems Corporation 1996 C.E.O. Replacement Stock Option Plan.
99.4 Medicus Systems Corporation 1996 C.E.O. Special Stock Option Certificate.
99.5 Medicus Systems Corporation 1997 Employee Stock Option and Restricted Stock Plan.
99.6 Medicus Systems Corporation (1989/1991/1993/1993 Performance, and 1994) Stock Option and
Restricted Stock Plan, as Amended.
99.7 Form of Stock Option Certificate -- 1989 Stock Option Plan (4-Year Vest).
99.8 Form of Stock Option Certificate -- 1989 Stock Option Plan (9-Year Vest).
99.9 Form of Stock Option Certificate -- 1991 Stock Option Plan.
99.10 Form of Replacement Stock Option Certificate -- 1991 Stock Option Plan.
99.11 Form of Stock Option Certificate -- 1993 Stock Option Plan.
99.12 Form of Replacement Stock Option Certificate -- 1993 Stock Option Plan.
99.13 Form of Stock Option Certificate -- 1993 Performance Stock Option Plan.
99.14 Form of Replacement Stock Option Certificate -- 1993 Performance Stock Option Plan.
99.15 Form of Stock Option Certificate -- 1994 Stock Option Plan (4-Year Vest).
99.16 Form of Stock Option Certificate -- 1994 Stock Option Plan (9-Year Vest).
99.17 Form of Replacement Stock Option Certificate -- 1994 Stock Option Plan (4-Year Vest).
99.18 Form of Replacement Stock Option Certificate -- 1994 Stock Option Plan (9-Year Vest).
99.19 Form of Stock Option Certificate -- 1996 C.E.O. Replacement Stock Option Plan.
99.20 Form of Stock Option Certificate -- 1997 Employee Stock Option and Restricted Stock Plan (4-Year Vest).
99.21 Form of Stock Option Certificate -- 1997 Employee Stock Option and Restricted Stock Plan (9-Year Vest).
99.22 Medicus Systems Corporation 1997 Directors' Stock Option Plan.
99.23 Form of Memo Confirming Stock Option Assumption by QuadraMed.
</TABLE>
<PAGE> 1
EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP.
<PAGE> 2
May 27, 1998
QuadraMed Corporation
80 East Sir Francis Drake Boulevard, Ste. 2A
Larkspur, CA 94939
Re: Registration Statement for Offering of an Aggregate of
555,695 Shares of Common Stock
Ladies and Gentlemen:
We refer to your Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of
555,695 shares of the Common Stock of QuadraMed Corporation (the "Company")
issuable under the (i) Medicus Systems Corporation 1994 Directors' Stock Option
Plan (32,076 shares), (ii) Medicus Systems Corporation 1995 RCM Stock Option
Plan (17,825 shares), (iii) Medicus Systems Corporation 1996 C.E.O. Replacement
Stock Option Plan (142,598 shares), (iv) Medicus Systems Corporation 1996 C.E.O.
Special Stock Option Certificate (6,417 shares), (v) Medicus Systems Corporation
1997 Employee Stock Option and Restricted Stock Plan (108,514 shares), (vi)
Medicus Systems Corporation (1989/1991/1993/1993 Performance, and 1994) Stock
Option and Restricted Stock Plan, as amended (235,791 shares), and (vii) Medicus
Systems Corporation 1997 Directors' Stock Option Plan (12,474 shares)
(collectively, the "Medicus Plans"), as assumed by the Company. We advise you
that, in our opinion, when such shares have been issued and sold pursuant to the
applicable provisions of the Medicus Plans, and in accordance with the
Registration Statement, such shares will be duly authorized, validly issued,
fully paid and non-assessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT PUBLIC ACCOUNTANTS.
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated April 16, 1998
incorporated by reference in QuadraMed Corporation's Form 10-K/A for the year
December 31, 1997 and to all references to our Firm included in this
registration statement on Form S-8.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Jose, California
June 2, 1998
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference this registration
statement of QuadraMed Corporation on Form S-8 of our report dated
April 25, 1997 (relating to the consolidated balance sheet of FRA
Acquisitions, Inc. as of December 31, 1996, and the related
statements of operations, shareholder's equity and cash flows for
the year ended December 31, 1996 and the 55 day period ended
December 31, 1995 not presented or incorporated by reference
separately herein) appearing in the Annual Report on Form 10-K/A
of QuadraMed Corporation for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
--------------------------
Deloitte & Touche LLP
Los Angeles, California
June 2, 1998
<PAGE> 1
Consent of Brobeck, Phleger & Harrison LLP
[TO COME]
<PAGE> 1
EXHIBIT 99.1
MEDICUS SYSTEMS CORPORATION
1994 DIRECTORS' STOCK OPTION PLAN
The purpose of this Directors' Stock Option Plan (the "Plan") is
to benefit Medicus Systems Corporation (the "Company") and its subsidiaries by
offering its directors a favorable opportunity to become holders of stock in the
Company over a period of years, thereby giving them a permanent stake in the
growth and prosperity of the Company and encouraging the continuance of their
services with the Company. Options granted under this Plan are intended not to
qualify, as "Incentive Stock Options" as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the Plan shall be construed
so as to carry out that intention.
1. ADMINISTRATION. The Plan shall be administered by the Board of
Directors, whose interpretation of the terms and provisions of the Plan shall be
final and conclusive.
2. ELIGIBILITY. Options shall be granted only to directors of the
Company.
3. GRANTING OF OPTIONS.
a. An option under which a total of 5,000 shares of the
common stock of the Company may be purchased from the Company shall be
automatically granted by the Company, without further action required, to each
director of the Company on the date of the Annual Meeting of Stockholders;
provided that such director is eligible at that time under the terms of
Paragraph 2 of this Plan, and provided, further, that no person may receive an
option to purchase more than 5,000 shares of common stock pursuant to this
Paragraph 3(b) in any calendar year and provided further that the aggregate
number of shares subject to options granted under this Plan shall be 90,000. If
at any Annual Meeting date, less than 5,000 shares is available from the shares
covered by this Plan for each eligible director, the option automatically
granted on the date of such Annual Meeting to each director shall be an option
to purchase the number of shares equal to each director's pro rata share of the
shares available under the Plan. If an option expires or is terminated or
canceled unexercised as to any shares, such released shares may again be
optioned.
b. Nothing contained in the Plan or in any option granted
pursuant thereto shall confer upon any director any right to continue servicing
as a director of the Company or interfere in any way with any right of the Board
of Directors or stockholders of the Company to remove such director pursuant to
the certificate of incorporation or bylaws of the Company or applicable law.
<PAGE> 2
4. OPTION PRICE. The option price shall be the fair market value
of the shares of Common Stock subject to the option on the date of the grant of
such option. For purposes of this Paragraph "fair market value" shall be the
closing sales price of the Common Stock reported on the NASDAQ National Market
System (or on the principal national stock exchange on which it is listed or
quotation service on which it is listed) (as reported in The Wall Street
Journal, Midwest Edition) on the date the option is granted (or, if the date of
grant is not a trading date, on the first trading dam date of grant). In the
event that the Common Stock is not listed or quoted on the NASDAQ National
System or any other national stock exchange, the fair market value of the shares
of Common Stock for all purposes of this Plan shall be reasonably determined by
the Board of Directors.
5. DURATION OF OPTIONS, INCREMENTS AND EXTENSIONS.
a. Subject to the provisions of Paragraph 7, each option
shall be for a term of ten years. Each option shall become exercisable with
respect to 25% of the shares subject to the option 12 months after the date of
its grant and with respect to an additional 25% at the end of each 12-month
period thereafter during the succeeding three years. All or any part of the
shares with respect to which the right to purchase has accrued may be purchased
at the time of such accrual or at any time or times thereafter during the option
period.
6. EXERCISE OF OPTION.
a. An option may be exercised by giving written notice to
the Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
in cash or by check, except that the Board of Directors may permit the purchase
price for the shares to be paid, all or in part by the delivery to the Company
of other shares of common stock of the Company in such circumstances and manner
as it may specify. For this purpose, the per share value of the Company's common
stock shall be the fair market value at the close of business on the date
preceding the date of exercise.
b. At the time of exercise of any option, the Board of
Directors may, if it shall determine it necessary or desirable for any reason,
require the optionee (or his heirs, legatees, or legal representative, as the
case may be) as a condition upon the exercise, to deliver to the Company a
written representation of present intention to purchase the shares for his own
account for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the optionee upon his exercise
of part or all of the option and a stop transfer order may be placed with the
transfer agent.
c. Each option shall also be subject to the requirement
that, if at any time the Board of Directors determines, in its discretion, that
the listing, registration or qualification of the shares subject to the option
upon any securities exchange or under any state
2.
<PAGE> 3
or federal law, or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of, or in connection with, the issue or
purchase of shares thereunder, the option may not be exercised in whole or in
part unless such listing, region, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Board of
Directors.
d. If the Board of Directors shall determine it necessary
or desirable, for any reason, an option shall provide that it is contemplated
that the shares acquired through the exercise of the option will not be
registered under applicable federal and state securities laws and that such
shares cannot be resold unless they are registered under such laws or unless an
exemption from registration is available, and the certificate for any such
shares issued upon the exercise of the option shall bear a legend making
appropriate reference to such provisions.
7. TERMINATION OF EMPLOYMENT-EXERCISE THEREAFTER.
a. If the tenure as a director of any optionee with the
Company is terminated for any reason other than death, permanent disability,
retirement or cause, such optionee's option, to the extent the option is
exercisable at the date of termination, shall expire thirty days after the
termination of directorship (or upon the scheduled termination of the option, if
earlier), and all rights to purchase shares pursuant thereto shall terminate at
such time. Temporary absence from acting as a director because of illness,
vacation, approved leave of absence shall not be considered to terminate or
interrupt continuous service as a director.
b. In the event of termination of directorship because of
death or permanent disability (within the meaning of Section 22(e)(3) of the
Code), the option may be exercised in full, unless otherwise provided at the
time of grant, without regard to any instruments established under Paragraph 5
hereof, by the optionee or, if he is not living, prior to one year after the
date of death or permanent disability. In the event of termination of
directorship because of retirement, the option may be exercised by the optionee
(or, if he dies within three months after such termination, by his heirs,
legatees, or legal representative, as the case may be), at any time during its
specified term prior to three months after the date of such termination, but
only to the extent the option was exercisable at the date of such termination.
c. If an optionee is removed for cause, his option shall
expire forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "removal for cause" means a removal on account of
dishonesty, disloyalty or insubordination.
8. NON-TRANSFERABILITY OF OPTIONS. No option shall be
transferable by the optionee otherwise than by will or the laws of descent and
distribution, and each option shall be exercisable during any, optionee's
lifetime only by him.
3.
<PAGE> 4
9. ADJUSTMENT.
a. In the event that the Company's outstanding common
stock is changed by any stock dividend, stock split or combination of shares,
the number of shares subject to this Plan and to options under this Plan shall
be proportionately adjusted.
b. In case of any capital reorganization, or of any
reclassification of the common stock or in case of the consolidation of the
Company with or the merger of the Company with or into any other corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification of outstanding
shares of common stock) or of the sale of the properties and assets of the
Company as, or substantially as, an entirety to any other corporation, the
Company, or the corporation resulting from such consolidation or surviving such
merger or to which such sale shall be made, as the case may be, shall determine
that upon exercise of options granted under the Plan after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of an option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction as in
the judgment of the Board of Directors is further required to compensate
equitably for the effect of such event upon the exercise rights of the
optionees. The above provisions of this Paragraph shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers and
sales.
c. In the event of any such adjustment the purchase price
per share shall be proportionately adjusted.
10. AMENDMENT OF THE PLAN. The Board of Directors may amend or
discontinue the Plan at any time, provided, however, that the Plan may not be
amended more than once every six months except to comport with changes in the
Code, the Employee Retirement Income Security Act, or the rules and regulations
under each, and provided further, that no such amendment or discontinuance shall
(a) without the consent of the optionee change or impair any option previously
granted, or (b) without the approval of the holders of a majority of the shares
of Common Stock which vote in person or by proxy at a duly held stockholders'
meeting, (i) increase the maximum number of shares which may be purchased by all
eligible directors pursuant to the Plan, (ii) change the purchase price of any
option, or (iii) change the option period or increase the time limitations on
the grant of options.
11. EFFECTIVE DATE. The Plan has been adopted and authorized by
the Board of Directors for submission to the stockholders of the Company at its
Annual Meeting of Stockholders in 1994. If the Plan is approved by the
affirmative vote of the holders of a majority of the outstanding voting stock of
the Company at a duly held stockholders' meeting, it shall be deemed to have
become effective on the date of such Annual Meeting.
4.
<PAGE> 1
Thomas McNulty 1995 Plan
EXHIBIT 99.2
MEDICUS SYSTEMS CORPORATION
STOCK OPTION CERTIFICATE
(NOT QUALIFYING AS AN INCENTIVE STOCK OPTION)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on December 21, 1995 , granted to Thomas
McNulty (the "Optionee") an option to purchase 50,000 shares of its common
stock, par value $.01 per share, upon the terms and conditions set forth herein.
1. The purchase price payable upon exercise of this option, shall be
$9.00 per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 25% of the
shares subject to this option on the date of its grant and with respect to an
additional 25% at the end of each 12-month period thereafter during the
succeeding three years, provided that a disinterested committee of the Board of
Directors may in its discretion accelerate the exercisability of this option
subject to such terms and conditions as it deems necessary and appropriate. All
or any part of the shares with respect to which the right to purchase has
accrued may be purchased at the time of such accrual or at any time or times
thereafter during the option period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, this option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable by the disinterested committee of the Board of
Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
<PAGE> 2
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the Optionee ceases to be employed by the Company or any of
its subsidiaries for any reason other than cause, this option, to the extent it
is exercisable on the date of termination, shall expire thirty days after such
event, and all rights to purchase shares pursuant thereto shall terminate at
such time.
(b) [Intentionally Omitted].
(c) If the Optionee is terminated as an employee for cause, this
option shall expire forthwith and all rights to purchase shares under it shall
terminate immediately. For this purpose, "termination for cause" means a removal
on account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal
representative shall have any rights of stockholders with respect to the shares
subject to this option until such shares are actually issued upon exercise of
this option.
9. (a) This option is granted pursuant to the Thomas McNulty 1995
Stock Option Plan as fully set forth and described in this Stock Option
Certificate, and is explicitly not granted pursuant to or under an Incentive
Stock Option Plan as defined in the Internal Revenue Code. Thus this option is
intended not to qualify as an "incentive stock option" under the Internal
Revenue Code.
-2-
<PAGE> 3
(b) This option shall be administered by a disinterested committee of
the Board of Directors of the Company, whose interpretation of the terms and
provisions of this option shall be final and conclusive.
-3-
<PAGE> 4
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By________________________________________
Vice President
-4-
<PAGE> 1
EXHIBIT 99.3
MEDICUS SYSTEMS CORPORATION
1996 C.E.O. REPLACEMENT STOCK OPTION PLAN
The purpose of the 1996 C.E.O. Replacement Stock Option Plan (the
"Replacement Plan") is to benefit the Company through the maintenance and
development of management by offering certain present and future executive and
key personnel a favorable opportunity to become stockholders in the Company over
a period of years, thereby giving them a permanent stake in the growth and
prosperity of the Company and encouraging the continuance of their services with
the Company. Options granted under the Replacement Plan are intended not to
qualify as "Incentive Stock Options" as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the Plan shall be construed
so as to carry out that intention.
1. Administration. The Replacement Plan shall be administered by
a committee (the "Committee") of the Board of Directors composed of no fewer
than two "disinterested" "outside" directors designated by the Board of
Directors. For purposes of the Replacement Plan, (a) "disinterested" directors
shall include directors who meet the tests for "disinterested administration" of
the Replacement Plan under the rules and regulations adopted by the Securities
and Exchange Commission under Section 16 of the Securities Exchange Act of 1934
and (b) "outside" directors shall include directors who meet the tests for
"outside director" under the regulations adopted by the Internal Revenue Service
relating to Section 162 of the Code, including all of the transition rules
thereunder. A majority of the Committee shall constitute a quorum, and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by all of the members, shall be the acts of
the Committee. This Replacement Plan is intended to qualify for exemption from
Section 16(b) of the Securities Exchange Act of 1934 and to qualify as
performance-based compensation under Section 162 of the Code and shall be
interpreted in such a way as to result in such qualification.
Subject to the provisions of the Replacement Plan, the Committee
shall have full and final authority, in its absolute discretion, (a) to
determine the persons to be granted options under the Replacement Plan, (b) to
determine the number of shares subject to each option, (c) to determine the time
or times at which options will be granted, (d) to determine the option price of
the shares subject to each option, which price shall not be less than the
minimum specified in Section 4 of the Replacement Plan, (e) to determine the
time or times when each option becomes exercisable and the duration of the
exercise period, (f) to prescribe the form or forms of the agreements evidencing
any options granted under the Replacement Plan (which forms shall be consistent
with the Replacement Plan), (g) to adopt, amend and rescind such rules and
regulations as, in the Committee's opinion, may be advisable in the
administration of the Replacement Plan, and (h) to construe and interpret the
Replacement Plan, the rules and regulations and the agreements evidencing
options granted under the Replacement Plan and to make all other determinations
deemed necessary or advisable for the administration of the Replacement Plan.
<PAGE> 2
Any decision made or action taken in good faith by the Committee in connection
with the administration, interpretation, and implementation of the Replacement
Plan and of its rules and regulations shall, to the extent permitted by law, be
conclusive and binding upon all optionees under the Replacement Plan and upon
any person claiming under or through such an optionee, and no director of the
Company shall be liable for any such decision made or action taken by the
Committee.
2. Eligibility. Options shall be granted only to key employees
and directors (other than members of the Committee) of the Company.
3. Granting of Options.
a. The Committee may grant options under which a total
of not more than 400,000 shares of the Common Stock of the Company may be
purchased, subject to adjustment as provided in paragraph 9. Since the
Replacement Plan is being adopted principally to be used for the Chief Executive
Officer, options to purchase up to 400,000 shares of the Common Stock of the
Company may be granted to the Chief Executive Officer but options (including
options made available by cancellation, lapse, or otherwise) shall not be
granted to the same individual to purchase more than 400,000 shares hereunder.
This Replacement Plan replaces the 1996 C.E.O. Plan of the Company's
predecessor, Managed Care Solutions, Inc., formerly known as Medicus Systems
Corporation, which predecessor C.E.O. Plan and the options to purchase 350,000
shares granted thereunder are being terminated on the date of the adoption of
the Replacement Plan and new options under the Replacement Plan are being
granted to purchase the same number of shares as were subject to option under
the terminated C.E.O. Plan. If the 350,000 options granted to the Chief
Executive Officer under the predecessor C.E.O. Plan and canceled and replaced
with options granted under the Replacement Plan are deemed to have been granted
pursuant to the Replacement Plan, options to purchase no more than 750,000
shares of the common stock of the Company (the 350,000 canceled options plus the
400,000 available under the Replacement Plan) shall be deemed to be available to
be granted to the Chief Executive Officer hereunder.
b. No options shall be granted under the Replacement
Plan after March 12, 2006. If an option expires or is terminated or canceled
unexercised as to any shares, such released shares may again be optioned
(including a grant in substitution for a canceled option). Shares subject to
options may be made available from unissued or reacquired shares of common
stock.
c. Nothing contained in the Replacement Plan or in any
option granted pursuant thereto shall confer upon any optionee any right to be
continued in the employment of the Company, or interfere in any way with the
right of the Company to terminate his employment at any time.
4. Option Price. The option price shall be determined by the
Committee and, subject to the provisions of paragraph 9, shall be not less than
the fair market value, at the time
2.
<PAGE> 3
the option is granted, of the stock subject to the option.
5. Duration of Options, Increments and Extensions.
a. Subject to the provisions of paragraph 7, each option
shall be for such term of not more than ten years as shall be determined by the
Committee at the date of the grant. Each option shall become exercisable in such
installments, at such time or times, and may be subject to such conditions,
including conditions based upon the performance of the Company, as the Committee
may in its discretion determine at the date of grant.
b. The Committee may in its discretion (i) accelerate
the exercisability of any option or (ii) at any time before the expiration or
termination of an option previously granted, extend the terms of such option
(including options held by officers) for such additional period as the
Committee, in its discretion, shall determine, except that the aggregate option
period with respect to any option, including the original term of the option and
any extensions thereof, shall never exceed ten years.
6. Exercise of Option.
a. An option may be exercised by giving written notice to
the Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
in cash or by check, except that the Committee may permit the purchase price for
the shares to be paid, all or in part, by the delivery to the Company of other
shares of Common Stock of the Company in such circumstances and manner as it may
specify. For this purpose, the per share value of the Company's Common Stock
shall be the fair market value at the close of business on the date preceding
the exercise date.
b. At the time of exercise of any option, the Committee
may, if it shall determine it necessary or desirable for any reason, require the
optionee (or his heirs, legatees, or legal representative, as the case may be)
as a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the optionee upon his exercise
of part or all of the option and a stop transfer order may be placed with the
transfer agent.
c. Each option shall also be subject to the requirement
that, if at any time the Committee determines, in its discretion, that the
listing,registration or qualification of the shares subject to the option upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the issue or purchase of shares thereunder,
the option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or
3.
<PAGE> 4
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.
d. If the Committee shall determine it necessary or
desirable for any reason, an option shall provide that it is contemplated that
the shares acquired through the exercise of the option will not be registered
under applicable federal and state securities laws and that such shares cannot
be resold unless they are registered under such laws or unless an exemption from
registration is available, and the certificate for any such shares issued upon
the exercise of the option shall bear a legend making appropriate reference to
such provisions.
7. Termination of Employment-Exercise Thereafter.
a. If the employment or tenure as a director of any
optionee with the Company is terminated for any reason other than death,
permanent disability, retirement or cause, such optionee's option, to the extent
the option is exercisable at the date of termination, shall expire thirty days
after the termination of employment or directorship (or upon the scheduled
termination of the option, if earlier), and all rights to purchase shares
pursuant thereto shall terminate at such time.Temporary absence from employment
because of illness, vacation, approved leave of absence, or transfer of
employment shall not be considered to terminate employment or to interrupt
continuous employment.
b. In the event of termination of employment or
directorship because of death or permanent disability (within the meaning of
Section 22(e)(3)of the Code), the option may be exercised in full,unless
otherwise provided at the time of grant,without regard to any installments
established under paragraph 5 hereof, by the optionee or, if he is not living,
by his heirs, legatees, or legal representative or alternate payee under a
qualified domestic relations order, as the case may be,during its specified term
prior to one year after the date of death or permanent disability. In the event
of termination of employment or directorship because of retirement, the option
may be exercised by the optionee (or, if he dies within three months after such
termination, by his heirs, legatees,legal representative or alternate payee
under a qualified domestic relations order, as the case maybe), at any time
during its specified term prior to three months after the date of such
termination,but only to the extent the option was exercisable at the date of
such termination.
c. If an optionee is discharged for cause, his option
shall expire forthwith and all rights to purchase shares under it shall
terminate immediately. For this purpose, "discharge for cause" means a discharge
on account of dishonesty, disloyalty or insubordination.
d. Notwithstanding the foregoing provisions of this
paragraph 7, the Committee may in the grant of any option make other and
different provisions with respect to its exercise after the optionee's
termination of employment or directorship.
8. Non-Transferability of Options. No option shall be
transferable by the optionee otherwise than by will or the laws of descent and
distribution or pursuant to a qualified
4.
<PAGE> 5
domestic relations order, and each option shall be exercisable during any
optionee's lifetime only by the optionee or optionee's legal representative.
9. Adjustment.
a. In the event that the Company's outstanding common
stock is changed by any stock dividend, stock split or combination of shares,
the number of shares subject to the Replacement Plan and to options under the
Replacement Plan shall be proportionately adjusted.
b. In case of any capital reorganization, or of any
reclassification of the common stock or in case of the consolidation of the
Company with or the merger of the Company with or into any other
corporation(other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification of
outstanding shares of common stock) or of the sale of the properties and assets
of the Company as, or substantially as, an entirety to any other corporation,
the Company, or the corporation resulting from such consolidation or surviving
such merger or to which such sale shall be made, as the case may be, shall
determine that upon exercise of options granted under the Replacement Plan after
such capital reorganization, reclassification,consolidation, merger or sale
thereon shall be issuable upon exercise of an option a kind and amount of shares
of stock or other securities or property (which may, as an example, be a fixed
amount of cash equal to the consideration paid to stockholders of the Company
for shares transferred or sold by them) which the holders of the common stock
(immediately prior to the time of such capital reorganization,
reclassification,consolidation, merger or sale) are entitled to receive in such
transaction as in the judgment of the Committee is required to compensate
equitably for the effect of such event upon the exercise rights of the
optionees. The above provisions of this paragraph shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers and
sales.
c. In the event of any such adjustment, the purchase price
per share shall be proportionately adjusted.
10. Amendment of Replacement Plan. The Board of Directors may
amend or discontinue the Replacement Plan at any time. However, no such
amendment or discontinuance shall (a) change or impair any option previously
granted without the consent of the optionee, (b) increase the maximum number of
shares which may be purchased by all optionees or any one optionee, (c) change
the minimum purchase price, (d) change the limitations on the option period or
increase the time limitations on the grant of options, or (e) permit the
granting of options to members of the Committee.
11. Effective Date. The Replacement Plan has been adopted and
authorized by the Board of Directors for submission to the stockholders of the
Company. If the Replacement Plan is approved by the affirmative vote of the
holders of a majority of the outstanding voting stock of the Company at a duly
held stockholders' meeting, it shall be deemed to have become effective on March
12, 1996, the date of adoption by the Board of Directors.
5.
<PAGE> 6
Options may be granted under the Replacement Plan before its approval by the
stockholders, but subject to such approval, and in each such case the date of
grant shall be determined without reference to the date of the approval of the
Replacement Plan by stockholders.
6.
<PAGE> 1
EXHIBIT 99.4
MEDICUS SYSTEMS CORPORATION
1996 C.E.O. SPECIAL STOCK OPTION CERTIFICATE
(Not Qualifying as an Incentive Stock Option)
This is to certify that the predecessor of Medicus Systems
Corporation (the "Company"), a Delaware corporation and successor to the
software business of Managed Care Solutions, Inc., formerly known as Medicus
Systems Corporation, has on March 12, 1996, granted to Patrick C. Sommers (the
"Optionee") an option to purchase 18,000 shares of its common stock, par value
$.01 per share, upon the terms and conditions set forth herein.
1. The purchase price payable upon exercise of this option, shall
be $2.00 per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to
100% of the shares subject to this option on February 28, 1997. All or any part
of the shares with respect to which the right to purchase has accrued may be
purchased at the time of such accrual or at any time or times thereafter during
the option period.
(b) This option may be exercised by giving written notice
to the Company, attention of the Secretary, specifying the number of shares to
be purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the
Company may, if it shall determine it necessary or desirable for any reason,
require the Optionee (or his heirs, legatees or legal representative, as the
case may be) as a condition upon the exercise, to deliver to the Company a
written representation of present intention to purchase the shares for his own
account for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
(d) If at any time a disinterested committee of the Board
of Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or
<PAGE> 2
the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the issue or purchase of
shares thereunder, this option may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable by the disinterested
committee of the Board of Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than
by will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any
of its subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the later of (i)
February 28, 1997, and (ii) the date of termination of employment (or upon the
scheduled termination of this option, if earlier), and all rights to purchase
shares pursuant thereto shall terminate at such time. Temporary absence from
employment because of illness, vacation or approved leaves of absence, or
transfers of employment among the Company and its parent or subsidiary
corporations, shall not be considered to terminate employment or to interrupt
continuous employment.
(b) In the event of termination of employment because of
death or permanent disability (within the meaning of section 22(e)(3) of the
Internal Revenue Code, as amended), this option may be exercised in full,
without regard to the installments established by paragraph 2(a), by the
Optionee or, if he is not living, by his heirs, legatees, or legal
representative, as the case may be, during its specified term prior to one year
after the date of death or permanent disability. In the event of termination of
employment because of retirement, this option may be exercised by the Optionee
(or if he dies within three months after such termination, by his heirs,
legatees or legal representative, as the case may be) at any time during its
specified term prior to three months after the date of such termination, but
only to the extent this option was exercisable at the date of such termination.
(c) If the Optionee is discharged for cause, this option
shall expire forthwith and all rights to purchase shares under it shall
terminate on the later of (i) 30 days following February 28, 1997, and (ii) the
date of discharge. For this purpose, "discharge for cause" means a discharge on
account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock
is changed by any stock dividend, stock split or combination of shares, the
number of shares subject to this option shall be proportionately adjusted.
2.
<PAGE> 3
(b) In case of any capital reorganization, or of any
reclassification of the common stock or in case of the consolidation of the
Company with or the merger of the Company with or into any other corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification of outstanding
shares of common stock) or of the sale of the properties and assets of the
Company as, or substantially as, an entirety to any other corporation, the
Company, or the corporation resulting from such consolidation or surviving such
merger or to which such sale shall be made, as the case may be, shall give
notice to the Optionee providing that upon exercise of this option after such
capital reorganization, reclassification, consolidation, merger or sale there
shall be issuable upon exercise of this option a kind and amount of shares of
stock or other securities or property (which may, as an example, be a fixed
amount of cash equal to the consideration paid to stockholders of the Company
for shares transferred or sold by them) which the holders of the common stock
(immediately prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment, the purchase
price per share shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee
any right to be continued in the employment of the Company or any subsidiary of
the Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal
representative shall have any rights of stockholders with respect to the shares
subject to this option until such shares are actually issued upon exercise of
this option.
9. (a) This option is granted pursuant to a resolution of the
Board of Directors of the Company, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to qualify as an "incentive stock option" under
the Internal Revenue Code.
(b) This option shall be administered by a committee of
disinterested outside members of the Board of Directors of the Company, whose
interpretation of the terms and provisions of this option shall be final and
conclusive.
3.
<PAGE> 4
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
MEDICUS SYSTEMS CORPORATION
By /s/ William W. Cowan
---------------------------------------------
William W. Cowan
Vice President
4.
<PAGE> 1
EXHIBIT 99.5
MEDICUS SYSTEMS CORPORATION, INC.
1997 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
The purpose of this Stock Option and Restricted Stock Plan (the
"Plan") is to benefit Medicus Systems Corporation, Inc. (the "Company") and its
subsidiaries through the maintenance and development of management by offering
certain present and future executive and key personnel a favorable opportunity
to become holders of stock in the Company over a period of years, thereby giving
them a permanent stake in the growth and prosperity of the Company and
encouraging the continuance of their services with the Company or its
subsidiaries. Options granted under this Plan are intended not to qualify as
"Incentive Stock Options" as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), and the Plan shall be construed so as to carry
out that intention.
1. Administration. The Plan shall be administered by a committee
(the "Committee") of the Board of Directors composed of no fewer than two
"disinterested" "outside" directors designated by the Board of Directors. For
purposes of this Plan, (a) "disinterested" has the meaning under the tests for
"disinterested administration" of the Plan under the rules and regulations
adopted by the Securities and Exchange Commission under Section 16 of the
Securities Exchange Act of 1934 and (b) "outside" has the meaning under the
tests for "outside director" under the Regulations adopted by the Internal
Revenue Service relating to Section 162(m) of the Code, or any successor
provision, including all of the transition rules thereunder. A majority of the
Committee shall constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by all of the members, shall be the acts of the Committee. This Plan is intended
to qualify for exemption from Section 16(b) of the Securities Exchange Act of
1934 and stock options issued under the Plan are intended to qualify as
performance-based compensation under Section 162(m) of the Code and the Plan
shall be interpreted in such a way as to result in such qualification.
Subject to the provisions of the Plan, the Committee shall have
full and final authority, in its absolute discretion, (a) to determine the
persons to be granted options under the Plan, (b) to determine the number of
shares subject to each option, (c) to determine the time or times at which
options will be granted, (d) to determine the option price of the shares subject
to each option, which price shall not be less than the minimum specified in
Section 4 of the Plan, (e) to determine the time or times when each option
becomes exercisable and the duration of the exercise period, (f) to prescribe
the form or forms of the agreements evidencing any options granted under the
Plan (which forms shall be consistent with the Plan), (g) to adopt, amend and
rescind such rules and regulations as, in the Committee's opinion, may be
advisable in the administration of the Plan, and (h) to construe and interpret
the Plan, the rules and regulations and the agreements evidencing options
granted under the Plan and to make all other determinations deemed necessary or
advisable for the administration of the Plan. Any decision
<PAGE> 2
made or action taken in good faith by the Committee in connection with the
administration, interpretation, and implementation of the Plan and of its rules
and regulations shall, to the extent permitted by law, be conclusive and binding
upon all optionees under the Plan and upon any person claiming under or through
such an optionee, and no director of the Company shall be liable for any such
decision made or action taken by the Committee.
In addition, the Committee shall have the authority, in its sole
discretion, (a) to determine the individuals to whom shares of Restricted Stock
are granted under the Plan; (b) to determine the number of Restricted Shares
subject to each such grant; (c) to determine the time or times when Restricted
Shares are granted; (d) to determine the time or times when, or conditions upon
which, the restrictions on such Restricted Shares lapse (the duration of such
restrictions hereinafter referred to as the "Restricted Period"); (e) to
accelerate the Restricted Period for Restricted Shares granted pursuant to the
Plan including with respect to Restricted Shares held by employees whose
employment has been terminated by reason of death, permanent disability or
retirements; (f) to determine the term of each grant of Restricted Shares; (g)
to prescribe the form or forms of agreements which evidence Restricted Shares
granted under the Plan; and (h) to interpret the Plan and to adopt rules or
regulations (consistent with the terms of the Plan) which, in the Committee's
opinion, may be necessary or advisable for the administration of the Plan.
2. Eligibility. Options shall be granted only to key employees
and directors (other than members of the Committee) of the Company and its
subsidiaries.
3. Granting of Options and Restricted Shares.
(a) The Committee may grant options and Restricted Shares
under which a total of not more than 300,000 shares of the Common Stock of the
Company may be purchased from or provided by the Company, subject to adjustment
as provided in Paragraph 9 of this Plan. The maximum number of shares subject to
all options, together with all Restricted Shares, granted to an individual in
any calendar year shall in no event exceed 100,000, subject to adjustment as
provided in Section 9.
(b) No options or Restricted Shares shall be granted under
the Plan after January 2, 2007. If an option expires or is terminated or
canceled unexercised as to any shares, such released shares may again be
optioned (including a grant in substitution for a canceled option). Shares
subject to options or granted as Restricted Shares may be made available from
unissued or reacquired shares of Common Stock.
(c) Nothing contained in the Plan or in any option granted
pursuant thereto shall confer upon any optionee any right to be continued in the
employment of the Company or any subsidiary of the Company, or interfere in any
way with the right of the Company or its subsidiaries to terminate his
employment at any time.
2.
<PAGE> 3
4. Option Price. The option price shall be determined by the
Committee and, subject to the provisions of paragraph 9, shall be not less than
the fair market value, at the time the option is granted, of the stock subject
to the option.
5. Duration of Options, Increments and Extensions and Rights and
Restrictions Governing Restricted Shares.
(a) Subject to the provisions of Section 7, each option
shall be for such term of not more than ten years as shall be determined by the
Committee at the date of the grant. Each option shall become exercisable in such
installments, at such time or times, and may be subject to such conditions,
including conditions based upon the performance of the Company, as the Committee
may in its discretion determine at the date of grant.
(b) The Committee may in its discretion (i) accelerate the
exercisability of any option or (ii) at any time before the expiration or
termination of an option previously granted, extend the terms of such option
(including options held by officers) for such additional period as the
Committee, in its discretion, shall determine, except that the aggregate option
period with respect to any option, including the original term of the option and
any extensions thereof, shall never exceed ten years.
(c) At the time of grant of Restricted Shares, subject to
the receipt by the Company of any applicable consideration for such Restricted
Shares, one or more certificates representing the appropriate number of shares
of Common Stock granted to an individual shall be registered either in his name
or for his benefit either individually or collectively with others, but shall be
held by the Company for the account of the individual. The individual shall have
all rights of a holder as to such shares of Common Stock, including the right to
receive dividends, to exercise rights, and to vote such Common Stock and any
securities issued upon exercise of rights, subject to the following
restrictions: (a) the individual shall not be entitled to delivery of
certificates representing such shares of Common Stock and any other such
securities until the expiration of the Restricted Period, (b) none of the
Restricted Shares may be sold, transferred, assigned, pledged, or otherwise
encumbered or disposed of during the Restricted Period, and (c) all of the
Restricted Shares shall be forfeited and all rights of the individual to such
Restricted Shares shall terminate without further obligation on the part of the
Company unless the individual remains in the continuous employment of the
Company for the entire Restricted Period in relation to which such Restricted
Shares were granted, except as otherwise allowed by Section 7 hereof. Any shares
of Common Stock or other securities or property received with respect to such
shares shall be subject to the same restrictions as such Restricted Shares.
6. Exercise of Options and Payments of Restricted Shares.
(a) An option may be exercised by giving written notice to
the Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
in cash or by check, except that the Committee may permit the purchase price for
the shares to be paid, all or in part, by the
3.
<PAGE> 4
delivery to the Company of other shares of Common Stock of the Company in such
circumstances and manner as it may specify. For this purpose, the per share
value of the Company's Common Stock shall be the fair market value at the close
of business on the date preceding the date of exercise.
(b) At the time of exercise of any option, the Committee
may, if it shall determine it necessary or desirable for any reason, require the
optionee (or his heirs, legatees, legal representative, or alternate payee under
a domestic relations order, as the case may be) as a condition upon the
exercise, to deliver to the Company a written representation of present
intention to purchase the shares for his own account for investment and an
agreement not to distribute or sell such shares in violation of the registration
provisions of applicable securities laws. If such representation and agreement
are required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the optionee upon his exercise of part or all of the
option and a stop transfer order may be placed with the transfer agent.
(c) Each option shall also be subject to the requirement
that, if at any time the Committee determines, in its discretion, that the
listing, registration or qualification of the shares subject to the option upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the issue or purchase of shares thereunder,
the option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.
(d) If the Committee shall determine it necessary or
desirable for any reason, an option shall provide that it is contemplated that
the shares acquired through the exercise of the option will not be registered
under applicable federal and state securities laws and that such shares cannot
be resold unless they are registered under such laws or unless an exemption from
registration is available, and the certificate for any such shares issued upon
the exercise of the option shall bear a legend making appropriate reference to
such provisions.
(e) At the end of the Restricted Period, all restrictions
contained in the Restricted Share Agreement and in the Plan shall lapse as to
the Restricted Shares granted in relation to such Restricted Period, and one or
more stock certificates for the appropriate number of shares of Common Stock,
free of restrictions, shall be delivered to the individual or such shares of
Common Stock shall be credited to a brokerage account if the individual so
directs.
(f) The Company may, in its sole discretion, offer an
individual the right, by execution of a written agreement, to defer the receipt
of all or any portion of the payment, if any, for Restricted Shares. If such an
election to defer is made, the shares of Common Stock receivable in payment for
Restricted Shares shall be deferred as stock units equal in number to and
exchangeable, at the end of the deferral period, for the number of shares of
Common Stock that would have been paid to the individual. Such stock units shall
represent only a contractual right and shall not give the individual any
interest, right or title to any shares of
4.
<PAGE> 5
Common Stock during the deferral period. The cash receivable in payment for
fractional shares receivable shall be deferred as cash units. Deferred stock
units may be credited annually with the appreciation factor contained in the
deferred compensation agreement or plan, which may include dividend equivalents.
All other terms and conditions of deferred payments shall be as contained in the
written agreements.
7. Termination of Employment; Exercise Thereafter.
(a) If the employment or tenure as a director of any
optionee with the Company or any of its subsidiaries is terminated for any
reason other than death, permanent disability, retirement or cause, such
optionee's option, to the extent the option is exercisable at the date of
termination, shall expire thirty days after the termination of employment or
directorship (or upon the scheduled termination of the option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation, approved leave
of absence, or transfer of employment among the Company and its parent or
subsidiary corporations, shall not be considered to terminate employment or to
interrupt continuous employment.
(b) In the event of termination of employment or
directorship because of death or permanent disability (within the meaning of
Section 22(e)(3) of the Code), the option may be exercised in full, unless
otherwise provided at the time of grant, without regard to any installments
established under paragraph 5 hereof, by the optionee or, if he is not living,
by his heirs, legatees, legal representative, or alternate payee pursuant to a
domestic relations order, as the case may be, during its specified term prior to
one year after the date of death or permanent disability. In the event of
termination of employment or directorship because of retirement, the option may
be exercised by the optionee (or, if he dies within three months after such
termination, by his heirs, legatees, legal representative, or alternate payee
under a domestic relations order, as the case may be), at any time during its
specified term prior to three months after the date of such termination, but
only to the extent the option was exercisable at the date of such termination.
(c) If an optionee is discharged for cause, his option
shall expire forthwith and all rights to purchase shares under it shall
terminate immediately. For this purpose, "discharge for cause" means a discharge
on account of dishonesty, disloyalty or insubordination.
(d) Notwithstanding the foregoing provisions of this
paragraph 7, the Committee may in the grant of any option make other and
different provisions with respect to its exercise after the optionee's
termination of employment or directorship.
(e) If an individual ceases to be an employee of the
Company by reason of death, disability or retirement (as such terms are
described in subsection (b) above) prior to the end of a Restricted Period, all
Restricted Shares granted to such individual are immediately payable in the
manner set forth in Section 6(e). Upon a termination of employment for a reason
other than death, disability or retirement (as such terms are described in
subsection (b) above)
5.
<PAGE> 6
prior to the end of a Restricted Period, an individual shall immediately forfeit
all Restricted Shares previously granted, unless the Committee, in its sole
discretion, finds that the circumstances in the particular case so warrant and
allows a Participant whose employment has so terminated to retain any or all of
the Restricted Shares granted to such individual.
8. Non-Transferability of Options. No option shall be
transferable by the Optionee otherwise than by will or the laws of descent and
distribution or pursuant to a domestic relations order and each option shall be
exercisable during an Optionee's lifetime only by the Optionee or by the
Optionee's legal representative.
9. Adjustment.
(a) In the event that the Company's outstanding Common
Stock is changed by any stock dividend, stock split or combination of shares,
the number of shares subject to this Plan and to options under this Plan shall
be proportionately adjusted.
(b) In case of any capital reorganization, or of any
reclassification of the Common Stock or in case of the consolidation of the
Company with or the merger of the Company with or into any other corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification of outstanding
shares of Common Stock) or of the sale of the properties and assets of the
Company as, or substantially as, an entirety to any other corporation, the
Company, or the corporation resulting from such consolidation or surviving such
merger or to which such sale shall be made, as the case may be, shall determine
that upon exercise of options granted under the Plan after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of an option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the Common Stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction as in
the judgment of the Committee is required to compensate equitably for the effect
of such event upon the exercise rights of the optionees. The above provisions of
this paragraph shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers and sales.
(c) In the event of any such adjustment the purchase price
per share shall be proportionately adjusted.
10. Amendment of Plan. The Board of Directors may amend or
discontinue the Plan at any time. However, no such amendment or discontinuance
shall (a) change or impair any option previously granted without the consent of
the optionee, (b) increase the maximum number of shares which may be purchased
by all optionees, (c) change the minimum purchase price, (d) change the
limitations on the option period or increase the time limitations on the grant
of options, or (e) permit the granting of options to members of the Committee.
6.
<PAGE> 7
11. Effective Date. The Plan has been adopted and authorized by
the Board of Directors for submission to the stockholders of the Company. If the
Plan is approved by the affirmative vote of the holders of a majority of the
outstanding voting stock of the Company represented in person or by proxy at a
duly held stockholders' meeting, it shall be deemed to have become effective on
the date of such approval. Options may be granted under the Plan before its
approval by the stockholders, but subject to such approval, and in each such
case the date of grant shall be determined to be the date of the approval of the
Plan by stockholders.
7.
<PAGE> 1
EXHIBIT 99.6
Form of
MEDICUS SYSTEMS CORPORATION, INC.
(1989/1991/1993/1993 PERFORMANCE, AND 1994)
STOCK OPTION AND RESTRICTED STOCK PLAN, AS AMENDED
____________, 199_
The purpose of this Stock Option Plan (the "Plan") is to benefit Medicus
Systems Corporation, Inc. (the "Company") and its subsidiaries through the
maintenance and development of management by offering certain present and future
executive and key personnel a favorable opportunity to become holders of stock
in the Company over a period of years, thereby giving them a permanent stake in
the growth and prosperity of the Company and encouraging the continuance of
their services with the Company or its subsidiaries. Options granted under this
Plan are intended not to qualify as "Incentive Stock Options" as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
the Plan shall be construed so as to carry out that intention.
1. Administration. The Plan shall be administered by a committee (the
"Committee") of the Board of Directors composed of no fewer than two
"disinterested" "outside" directors designated by the Board of Directors. For
purposes of this Plan, (a) "disinterested" has the meaning under the tests for
"disinterested administration" of the Plan under the rules and regulations
adopted by the Securities and Exchange Commission under Section 16 of the
Securities Exchange Act of 1934 and (b) "outside" has the meaning under the
tests for "outside director" under the Regulations adopted by the Internal
Revenue Service relating to Section 162(m) of the Code, or any successor
provision, including all of the transition rules thereunder. A majority of the
Committee shall constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by all of the members, shall be the acts of the Committee. This Plan is intended
to qualify for exemption from Section 16(b) of the Securities Exchange Act of
1934 and stock options issued under the Plan are intended to qualify as
performance-based compensation under Section 162(m) of the Code and the Plan
shall be interpreted in such a way as to result in such qualification.
Subject to the provisions of the Plan, the Committee shall have full and
final authority, in its absolute discretion, (a) to determine the persons to be
granted options under the Plan, (b) to determine the number of shares subject to
each option, (c) to determine the time or times at which options will be
granted, (d) to determine the option price of the shares subject to each option,
which price shall not be less than the minimum specified in Section 4 of the
Plan, (e) to determine the time or times when each option becomes exercisable
and the duration of the exercise period, (f) to prescribe the form or forms of
the agreements evidencing any options granted under the Plan (which forms shall
be consistent with the Plan), (g) to adopt, amend and rescind such rules and
regulations as, in the Committee's opinion, may be advisable in the
<PAGE> 2
administration of the Plan, and (h) to construe and interpret the Plan, the
rules and regulations and the agreements evidencing options granted under the
Plan and to make all other determinations deemed necessary or advisable for the
administration of the Plan. Any decision made or action taken in good faith by
the Committee in connection with the administration, interpretation, and
implementation of the Plan and of its rules and regulations shall, to the extent
permitted by law, be conclusive and binding upon all optionees under the Plan
and upon any person claiming under or through such an optionee, and no director
of the Company shall be liable for any such decision made or action taken by the
Committee.
In addition, the Committee shall have the authority, in its sole
discretion, (a) to determine the individuals to whom shares of Restricted Stock
are granted under the Plan; (b) to determine the number of Restricted Shares
subject to each such grant; (c) to determine the time or times when Restricted
Shares are granted; (d) to determine the time or times when, or conditions upon
which, the restrictions on such Restricted Shares lapse (the duration of such
restrictions hereinafter referred to as the "Restricted Period"); (e) to
accelerate the Restricted Period for Restricted Shares granted pursuant to the
Plan including with respect to Restricted Shares held by employees whose
employment has been terminated by reason of death, permanent disability or
retirements; (f) to determine the term of each grant of Restricted Shares; (g)
to prescribe the form or forms of agreements which evidence Restricted Shares
granted under the Plan; and (h) to interpret the Plan and to adopt rules or
regulations (consistent with the terms of the Plan) which, in the Committee's
opinion, may be necessary or advisable for the administration of the Plan.
2. Eligibility. Options shall be granted only to key employees and
directors (other than members of the Committee) of the Company and its
subsidiaries.
3. Granting of Options and Restricted Shares.
(a) The Committee may grant options and Restricted Shares under
which a total of not more than ________ (1989 Plan: 220,000 shares; 1991 Plan:
200,000 shares; 1993 Plan: 300,000; 1993 Performance Plan: 200,000 shares; and
1994 Plan: 400,000 shares) of the Common Stock of the Company may be purchased
from or provided by the Company, subject to adjustment as provided in Paragraph
9 of this Plan. The maximum number of shares subject to all options, together
with all Restricted Shares, granted to an individual in any calendar year shall
in no event exceed 100,000, subject to adjustment as provided in Section 9.
(b) No options or Restricted Shares shall be granted under the
Plan after (1989 Plan: January 2, 1999; 1991 Plan: August 31, 2001; 1993 Plan:
January 31, 2003; 1993 Performance Plan: March 31, 2001; and 1994 Plan: April
14, 2004). If an option expires or is terminated or canceled unexercised as to
any shares, such released shares may again be optioned (including a grant in
substitution for a canceled option). Shares subject to options or granted as
Restricted Shares may be made available from unissued or reacquired shares of
Common Stock.
2.
<PAGE> 3
(c) Nothing contained in the Plan or in any option granted
pursuant thereto shall confer upon any optionee any right to be continued in the
employment of the Company or any subsidiary of the Company, or interfere in any
way with the right of the Company or its subsidiaries to terminate his
employment at any time.
4. Option Price. The option price shall be determined by the Committee
and, subject to the provisions of paragraph 9, shall be not less than the fair
market value, at the time the option is granted, of the stock subject to the
option.
5. Duration of Options, Increments and Extensions and Rights and
Restrictions Governing Restricted Shares.
(a) Subject to the provisions of paragraph 7, each option shall
be for such term of not more than ten years as shall be determined by the
Committee at the date of the grant. Each option shall become exercisable in such
installments, at such time or times, and may be subject to such conditions,
including conditions based upon the performance of the Company, as the Committee
may in its discretion determine at the date of grant.
(b) The Committee may in its discretion (i) accelerate the
exercisability of any option or (ii) at any time before the expiration or
termination of an option previously granted, extend the terms of such option
(including options held by officers) for such additional period as the
Committee, in its discretion, shall determine, except that the aggregate option
period with respect to any option, including the original term of the option and
any extensions thereof, shall never exceed ten years.
(c) At the time of grant of Restricted Shares, subject to the
receipt by the Company of any applicable consideration for such Restricted
Shares, one or more certificates representing the appropriate number of shares
of Common Stock granted to an individual shall be registered either in his name
or for his benefit either individually or collectively with others, but shall be
held by the Company for the account of the individual. The individual shall have
all rights of a holder as to such shares of Common Stock, including the right to
receive dividends, to exercise rights, and to vote such Common Stock and any
securities issued upon exercise of rights, subject to the following
restrictions: (a) the individual shall not be entitled to delivery of
certificates representing such shares of Common Stock and any other such
securities until the expiration of the Restricted Period, (b) none of the
Restricted Shares may be sold, transferred, assigned, pledged, or otherwise
encumbered or disposed of during the Restricted Period, and (c) all of the
Restricted Shares shall be forfeited and all rights of the individual to such
Restricted Shares shall terminate without further obligation on the part of the
Company unless the individual remains in the continuous employment of the
Company for the entire Restricted Period in relation to which such Restricted
Shares were granted, except as otherwise allowed by Section 7 hereof. Any shares
of Common Stock or other securities or property received with respect to such
shares shall be subject to the same restrictions as such Restricted Shares.
3.
<PAGE> 4
6. Exercise of Options and Payments of Restricted Shares.
(a) An option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
in cash or by check, except that the Committee may permit the purchase price for
the shares to be paid, all or in part, by the delivery to the Company of other
shares of common stock of the Company in such circumstances and manner as it may
specify. For this purpose, the per share value of the Company's common stock
shall be the fair market value at the close of business on the date preceding
the date of exercise.
(b) At the time of exercise of any option, the Committee may, if
it shall determine it necessary or desirable for any reason, require the
optionee (or his heirs, legatees, legal representative, or alternate payee under
a domestic relations order, as the case may be) as a condition upon the
exercise, to deliver to the Company a written representation of present
intention to purchase the shares for his own account for investment and an
agreement not to distribute or sell such shares in violation of the registration
provisions of applicable securities laws. If such representation and agreement
are required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the optionee upon his exercise of part or all of the
option and a stop transfer order may be placed with the transfer agent.
(c) Each option shall also be subject to the requirement that, if
at any time the Committee determines, in its discretion, that the listing,
registration or qualification of the shares subject to the option upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the issue or purchase of shares thereunder,
the option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.
(d) If the Committee shall determine it necessary or desirable
for any reason, an option shall provide that it is contemplated that the shares
acquired through the exercise of the option will not be registered under
applicable federal and state securities laws and that such shares cannot be
resold unless they are registered under such laws or unless an exemption from
registration is available, and the certificate for any such shares issued upon
the exercise of the option shall bear a legend making appropriate reference to
such provisions.
(e) At the end of the Restricted Period, all restrictions
contained in the Restricted Share Agreement and in the Plan shall lapse as to
the Restricted Shares granted in relation to such Restricted Period, and one or
more stock certificates for the appropriate number of shares of Common Stock,
free of restrictions, shall be delivered to the individual or such shares of
Common Stock shall be credited to a brokerage account if the individual so
directs.
(f) The Company may, in its sole discretion, offer an individual
the right, by execution of a written agreement, to defer the receipt of all or
any portion of the payment, if any, for Restricted Shares. If such an election
to defer is made, the shares of Common Stock
4.
<PAGE> 5
receivable in payment for Restricted Shares shall be deferred as stock units
equal in number to and exchangeable, at the end of the deferral period, for the
number of shares of Common Stock that would have been paid to the individual.
Such stock units shall represent only a contractual right and shall not give the
individual any interest, right or title to any shares of Common Stock the
deferral period. The cash receivable in payment for fractional shares receivable
shall be deferred as cash units. Deferred stock units may be credited annually
with the appreciation factor contained in the deferred compensation agreement or
plan, which may include dividend equivalents. All other terms and conditions of
deferred payments shall be as contained in the written agreements.
7. Termination of Employment; Exercise Thereafter.
(a) If the employment or tenure as a director of any optionee
with the Company or any of its subsidiaries is terminated for any reason other
than death, permanent disability, retirement or cause, such optionee's option,
to the extent the option is exercisable at the date of termination, shall expire
thirty days after the termination of employment or directorship (or upon the
scheduled termination of the option, if earlier), and all rights to purchase
shares pursuant thereto shall terminate at such time. Temporary absence from
employment because of illness, vacation, approved leave of absence, or transfer
of employment among the Company and its parent or subsidiary corporations, shall
not be considered to terminate employment or to interrupt continuous employment.
(b) In the event of termination of employment or directorship
because of death or permanent disability (within the meaning of Section 22(e)(3)
of the Code), the option may be exercised in full, unless otherwise provided at
the time of grant, without regard to any installments established under
paragraph 5 hereof, by the optionee or, if he is not living, by his heirs,
legatees, legal representative, or alternate payee pursuant to a domestic
relations order, as the case may be, during its specified term prior to one year
after the date of death or permanent disability. In the event of termination of
employment or directorship because of retirement, the option may be exercised by
the optionee (or, if he dies within three months after such termination, by his
heirs, legatees, legal representative, or alternate payee under a domestic
relations order, as the case may be), at any time during its specified term
prior to three months after the date of such termination, but only to the extent
the option was exercisable at the date of such termination.
(c) If an optionee is discharged for cause, his option shall
expire forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "discharge for cause" means a discharge on
account of dishonesty, disloyalty or insubordination.
(d) Notwithstanding the foregoing provisions of this paragraph 7,
the Committee may in the grant of any option make other and different provisions
with respect to its exercise after the optionee's termination of employment or
directorship.
5.
<PAGE> 6
(e) If an individual ceases to be an employee of the Company by
reason of death, disability or retirement (as such terms are described in
subsection (b) above) prior to the end of a Restricted Period, all Restricted
Shares granted to such individual are immediately payable in the manner set
forth in Section 6(e). Upon a termination of employment for a reason other than
death, disability or retirement (as such terms are described in subsection (b)
above) prior to the end of a Restricted Period, an individual shall immediately
forfeit all Restricted Shares previously granted, unless the Committee, in its
sole discretion, finds that the circumstances in the particular case so warrant
and allows a Participant whose employment has so terminated to retain any or all
of the Restricted Shares granted to such individual.
8. Non-Transferability of Options. No option shall be transferable by
the Optionee otherwise than by will or the laws of descent and distribution or
pursuant to a domestic relations order and each option shall be exercisable
during an Optionee's lifetime only by the Optionee or by the Optionee's legal
representative.
9. Adjustment.
(a) In the event that the Company's outstanding Common Stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this Plan and to options under this Plan shall be
proportionately adjusted.
(b) In case of any capital reorganization, or of any
reclassification of the Common Stock or in case of the consolidation of the
Company with or the merger of the Company with or into any other corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification of outstanding
shares of Common Stock) or of the sale of the properties and assets of the
Company as, or substantially as, an entirety to any other corporation, the
Company, or the corporation resulting from such consolidation or surviving such
merger or to which such sale shall be made, as the case may be, shall determine
that upon exercise of options granted under the Plan after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of an option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the Common Stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction as in
the judgment of the Committee is required to compensate equitably for the effect
of such event upon the exercise rights of the optionees. The above provisions of
this paragraph shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers and sales.
(c) In the event of any such adjustment the purchase price per
share shall be proportionately adjusted.
10. Amendment of Plan. The Board of Directors may amend or discontinue
the Plan at any time. However, no such amendment or discontinuance shall (a)
change or impair any
6.
<PAGE> 7
option previously granted without the consent of the optionee, (b) increase the
maximum number of shares which may be purchased by all optionees, (c) change the
minimum purchase price, (d) change the limitations on the option period or
increase the time limitations on the grant of options, or (e) permit the
granting of options to members of the Committee.
11. Effective Date. The Plan has been adopted and authorized by the
Board of Directors for submission to the stockholders of the Company. If the
Plan is approved by the affirmative vote of the holders of a majority of the
outstanding voting stock of the Company represented in person or by proxy at a
duly held stockholders' meeting, it shall be deemed to have become effective on
the date of such approval (1989 Plan: March 22, 1989; 1991 Plan: September 9,
1991; 1993 Plan: February 27, 1993; 1993 Performance Plan: April 22, 1993; 1994
Plan: April 15, 1994). Options may be granted under the Plan before its approval
by the stockholders, but subject to such approval, and in each such case the
date of grant shall be determined to be the date of the approval of the Plan by
stockholders.
7.
<PAGE> 1
EXHIBIT 99.7
MEDICUS SYSTEMS CORPORATION
STOCK OPTION CERTIFICATE
1989 STOCK OPTION PLAN
(4-Year Vest)
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 25% of
the shares subject to this option 12 months after the date of its grant and with
respect to an additional 25% at the end of each 12-month period thereafter
during the succeeding three years, provided that a disinterested committee of
the Board of Directors may in its discretion accelerate the exercisability of
this option subject to such terms and conditions as it deems necessary and
appropriate. All or any part of the shares with respect to which the right to
purchase has accrued may be purchased at the time of such accrual or at any time
or times thereafter during the option period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may,
if it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
<PAGE> 2
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, this option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable by the disinterested committee of the Board of
Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination. (c)If the Optionee is discharged for cause,
this option shall expire forthwith and all rights to purchase shares under it
shall terminate immediately. For this purpose, "discharge for cause" means a
discharge on account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to
2.
<PAGE> 3
this option shall be proportionately adjusted.
(b) In case of any capital reorganization, or of any
reclassification of the common stock or in case of the consolidation of the
Company with or the merger of the Company with or into any other corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification of outstanding
shares of common stock) or of the sale of the properties and assets of the
Company as, or substantially as, an entirety to any other corporation, the
Company, or the corporation resulting from such consolidation or surviving such
merger or to which such sale shall be made, as the case may be, shall give
notice to the Optionee providing that upon exercise of this option after such
capital reorganization, reclassification, consolidation, merger or sale there
shall be issuable upon exercise of this option a kind and amount of shares of
stock or other securities or property (which may, as an example, be a fixed
amount of cash equal to the consideration paid to stockholders of the Company
for shares transferred or sold by them) which the holders of the common stock
(immediately prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment the purchase price per
share shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1989 Stock Option Plan, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to qualify as an "incentive stock option" under
the Internal Revenue Code.
(b) This option shall be administered by a disinterested
committee of the Board of Directors of the Company, whose interpretation of the
terms and provisions of this option shall be final and conclusive.
3.
<PAGE> 4
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By______________________________
President
4.
<PAGE> 1
EXHIBIT 99.8
MEDICUS SYSTEMS CORPORATION
STOCK OPTION CERTIFICATE
1989 STOCK OPTION PLAN
(9-Year Vest)
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 100% of the
shares subject to this option nine years after the date of its grant, provided
that a disinterested committee of the Board of Directors may in its discretion
accelerate the exercisability of this option subject to such terms and
conditions as it deems necessary and appropriate. All or any part of the shares
with respect to which the right to purchase has accrued may be purchased at the
time of such accrual or at any time or times thereafter during the option
period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent
<PAGE> 2
or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the issue or purchase of shares thereunder,
this option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable by the disinterested committee of
the Board of Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination.
(c) If the Optionee is discharged for cause, this option shall expire
forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "discharge for cause" means a discharge on
account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
2.
<PAGE> 3
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment the purchase price per
share shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1989 Stock Option Plan, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to qualify as an "incentive stock option" under
the Internal Revenue Code.
(b) This option shall be administered by a disinterested committee of
the Board of Directors of the Company, whose interpretation of the terms and
provisions of this option shall be final and conclusive.
3.
<PAGE> 4
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By________________________________
President
4.
<PAGE> 1
EXHIBIT 99.9
MEDICUS SYSTEMS CORPORATION
STOCK OPTION CERTIFICATE
1991 STOCK OPTION PLAN
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 25% of the
shares subject to this option 12 months after the date of its grant and with
respect to an additional 25% at the end of each 12-month period thereafter
during the succeeding three years, provided that a disinterested committee of
the Board of Directors may in its discretion accelerate the exercisability of
this option subject to such terms and conditions as it deems necessary and
appropriate. All or any part of the shares with respect to which the right to
purchase has accrued may be purchased at the time of such accrual or at any time
or times thereafter during the option period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
<PAGE> 2
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, this option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable by the disinterested committee of the Board of
Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination.
(c) If the Optionee is discharged for cause, this option shall expire
forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "discharge for cause" means a discharge on
account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
(b) In case of any capital reorganization, or of any reclassification
of the
2.
<PAGE> 3
common stock or in case of the consolidation of the Company with or the merger
of the Company with or into any other corporation (other than a consolidation or
merger in which the Company is the continuing corporation and which does not
result in any reclassification of outstanding shares of common stock) or of the
sale of the properties and assets of the Company as, or substantially as, an
entirety to any other corporation, the Company, or the corporation resulting
from such consolidation or surviving such merger or to which such sale shall be
made, as the case may be, shall give notice to the Optionee providing that upon
exercise of this option after such capital reorganization, reclassification,
consolidation, merger or sale there shall be issuable upon exercise of this
option a kind and amount of shares of stock or other securities or property
(which may, as an example, be a fixed amount of cash equal to the consideration
paid to stockholders of the Company for shares transferred or sold by them)
which the holders of the common stock (immediately prior to the time of such
capital reorganization, reclassification, consolidation, merger or sale) are
entitled to receive in such transaction upon exercise as in the judgment of a
disinterested committee Board of Directors is required to compensate equitably
for the effect of such event upon the exercise rights of the Optionee. The above
provisions of this Section shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers and sales.
(c) In the event of any such adjustment the purchase price per
share shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1991 Stock Option Plan, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to qualify as an "incentive stock option" under
the Internal Revenue Code.
(b) This option shall be administered by a disinterested committee of
the Board of Directors of the Company, whose interpretation of the terms and
provisions of this option shall be final and conclusive.
This certificate is executed as of the date on which this option evidenced by it
is granted as stated above.
Medicus Systems Corporation
3.
<PAGE> 4
By__________________________________
President
4.
<PAGE> 1
EXHIBIT 99.10
MEDICUS SYSTEMS CORPORATION
REPLACEMENT STOCK OPTION CERTIFICATE
1991 STOCK OPTION PLAN
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
By acceptance of this option certificate, the Optionee agrees and
accepts the termination and cancellation of the option certificate delivered to
the Optionee by the Company dated [old date] to purchase [shares] shares of
its common stock, par value $.01 per share, at a price of $[old price] per
share.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 25% of the
shares subject to this option 12 months after the date of its grant and with
respect to an additional 25% at the end of each 12-month period thereafter
during the succeeding three years, provided that a disinterested committee of
the Board of Directors may in its discretion accelerate the exercisability of
this option subject to such terms and conditions as it deems necessary and
appropriate. All or any part of the shares with respect to which the right to
purchase has accrued may be purchased at the time of such accrual or at any time
or times thereafter during the option period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of
<PAGE> 2
the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, this option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable by the disinterested committee of the Board of
Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination. (c)If the Optionee is discharged for cause,
this option shall expire forthwith and all rights to
2.
<PAGE> 3
purchase shares under it shall terminate immediately. For this purpose,
"discharge for cause" means a discharge on account of dishonesty, disloyalty or
insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales. (c)In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1991 Stock Option Plan, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to qualify as an "incentive stock option" under
the Internal Revenue Code. (b)This option shall be administered by a
disinterested committee of the Board of Directors of the Company, whose
interpretation of the terms and provisions of this option shall be final and
conclusive.
3.
<PAGE> 4
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By_________________________________
President
4.
<PAGE> 1
EXHIBIT 99.11
MEDICUS SYSTEMS CORPORATION
STOCK OPTION CERTIFICATE
1993 STOCK OPTION PLAN
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 25% of the
shares subject to this option 12 months after the date of its grant and with
respect to an additional 25% at the end of each 12-month period thereafter
during the succeeding three years, provided that a disinterested committee of
the Board of Directors may in its discretion accelerate the exercisability of
this option subject to such terms and conditions as it deems necessary and
appropriate. All or any part of the shares with respect to which the right to
purchase has accrued may be purchased at the time of such accrual or at any time
or times thereafter during the option period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
<PAGE> 2
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, this option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable by the disinterested committee of the Board of
Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination.
(c) If the Optionee is discharged for cause, this option shall expire
forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "discharge for cause" means a discharge on
account of dishonesty, disloyalty or insubordination.
2.
<PAGE> 3
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1993 Stock Option Plan, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to qualify as an "incentive stock option" under
the Internal Revenue Code.
(b) This option shall be administered by a disinterested committee of
the Board of Directors of the Company, whose interpretation of the terms and
provisions of this option shall be final and conclusive.
3.
<PAGE> 4
This certificate is executed as of the date on which this option evidenced by it
is granted as stated above.
Medicus Systems Corporation
By______________________________
President
4.
<PAGE> 1
EXHIBIT 99.12
MEDICUS SYSTEMS CORPORATION
REPLACEMENT STOCK OPTION CERTIFICATE -- 1993 STOCK OPTION PLAN
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
By acceptance of this option certificate, the Optionee agrees and
accepts the termination and cancellation of the option certificate delivered to
the Optionee by the Company dated [old date] to purchase [shares] shares of
its common stock, par value $.01 per share, at a price of $[old price] per
share.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 25% of the
shares subject to this option 12 months after the date of its grant and with
respect to an additional 25% at the end of each 12-month period thereafter
during the succeeding three years, provided that a disinterested committee of
the Board of Directors may in its discretion accelerate the exercisability of
this option subject to such terms and conditions as it deems necessary and
appropriate. All or any part of the shares with respect to which the right to
purchase has accrued may be purchased at the time of such accrual or at any time
or times thereafter during the option period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer
<PAGE> 2
order may be placed with the transfer agent.
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, this option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable by the disinterested committee of the Board of
Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination.
(c) If the Optionee is discharged for cause, this option shall expire
forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "discharge for cause" means a discharge on
account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
2.
<PAGE> 3
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1993 Stock Option Plan, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to qualify as an "incentive stock option" under
the Internal Revenue Code.
(b) This option shall be administered by a disinterested committee of
the Board of Directors of the Company, whose interpretation of the terms and
provisions of this option shall be final and conclusive.
3.
<PAGE> 4
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By_________________________________
President
4.
<PAGE> 1
EXHIBIT 99.13
MEDICUS SYSTEMS CORPORATION
STOCK OPTION CERTIFICATE -- 1993 PERFORMANCE STOCK OPTION PLAN
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 100% of the
shares subject to this option nine years after the date of its grant, provided
that a disinterested committee of the Board of Directors may in its discretion
accelerate the exercisability of this option subject to such terms and
conditions as it deems necessary and appropriate. All or any part of the shares
with respect to which the right to purchase has accrued may be purchased at the
time of such accrual or at any time or times thereafter during the option
period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, this option may not
be
<PAGE> 2
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable by the disinterested committee of the Board of Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination.
(c) If the Optionee is discharged for cause, this option shall expire
forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "discharge for cause" means a discharge on
account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
2.
<PAGE> 3
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales. (c)In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1993 Performance Stock Option Plan, and is explicitly not granted
pursuant to or under an Incentive Stock Option Plan as defined in the Internal
Revenue Code. Thus this option is intended not to qualify as an "incentive stock
option" under the Internal Revenue Code. (b)This option shall be administered by
a disinterested committee of the Board of Directors of the Company, whose
interpretation of the terms and provisions of this option shall be final and
conclusive.
3.
<PAGE> 4
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By__________________________________
Vice President
4.
<PAGE> 1
EXHIBIT 99.14
MEDICUS SYSTEMS CORPORATION
REPLACEMENT STOCK OPTION CERTIFICATE
1993 PERFORMANCE STOCK OPTION PLAN
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
By acceptance of this option certificate, the Optionee agrees and
accepts the termination and cancellation of the option certificate delivered to
the Optionee by the Company dated [old date] to purchase [shares] shares of
its common stock, par value $.01 per share, at a price of $[old price] per
share.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 100% of the
shares subject to this option nine years after the date of its grant, provided
that a disinterested committee of the Board of Directors may in its discretion
accelerate the exercisability of this option subject to such terms and
conditions as it deems necessary and appropriate. All or any part of the shares
with respect to which the right to purchase has accrued may be purchased at the
time of such accrual or at any time or times thereafter during the option
period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement
<PAGE> 2
are required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the Optionee upon his exercise of part or all of this
option and a stop transfer order may be placed with the transfer agent.
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, this option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable by the disinterested committee of the Board of
Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination. (c)If the Optionee is discharged for cause,
this option shall expire forthwith and all rights to purchase shares under it
shall terminate immediately. For this purpose, "discharge for cause"
2.
<PAGE> 3
means a discharge on account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1993 Performance Stock Option Plan, and is explicitly not granted
pursuant to or under an Incentive Stock Option Plan as defined in the Internal
Revenue Code. Thus this option is intended not to qualify as an "incentive stock
option" under the Internal Revenue Code.
(b) This option shall be administered by a disinterested committee of
the Board of Directors of the Company, whose interpretation of the terms and
provisions of this
3.
<PAGE> 4
option shall be final and conclusive.
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By__________________________________
Vice President
4.
<PAGE> 1
EXHIBIT 99.15
MEDICUS SYSTEMS CORPORATION
STOCK OPTION CERTIFICATE -- 1994 STOCK OPTION PLAN (4-YEAR VEST)
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 25% of the
shares subject to this option 12 months after the date of its grant and with
respect to an additional 25% at the end of each 12-month period thereafter
during the succeeding three years, provided that a disinterested committee of
the Board of Directors may in its discretion accelerate the exercisability of
this option subject to such terms and conditions as it deems necessary and
appropriate. All or any part of the shares with respect to which the right to
purchase has accrued may be purchased at the time of such accrual or at any time
or times thereafter during the option period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
(d) If at any time a disinterested committee of the Board of
Directors
<PAGE> 2
determines, in its discretion, that the listing, registration or qualification
of the shares subject to this option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
issue or purchase of shares thereunder, this option may not be exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable by the disinterested committee of the Board of Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination. (c)If the Optionee is discharged for cause,
this option shall expire forthwith and all rights to purchase shares under it
shall terminate immediately. For this purpose, "discharge for cause" means a
discharge on account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
2.
<PAGE> 3
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales. (c)In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1994 Stock Option Plan, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to qualify as an "incentive stock option" under
the Internal Revenue Code. THIS OPTION SHALL NOT BE EXERCISABLE UNLESS AND UNTIL
A MAJORITY OF STOCKHOLDERS OF THE COMPANY HAS APPROVED THE COMPANY'S 1994 STOCK
OPTION PLAN.
(b) This option shall be administered by a disinterested committee of
the Board of Directors of the Company, whose interpretation of the terms and
provisions of this option shall be final and conclusive.
3.
<PAGE> 4
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By_______________________________
President
4.
<PAGE> 1
EXHIBIT 99.16
MEDICUS SYSTEMS CORPORATION
STOCK OPTION CERTIFICATE -- 1994 STOCK OPTION PLAN (9-YEAR VEST)
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 100% of the
shares subject to this option nine years after the date of its grant, provided
that a disinterested committee of the Board of Directors may in its discretion
accelerate the exercisability of this option subject to such terms and
conditions as it deems necessary and appropriate. All or any part of the shares
with respect to which the right to purchase has accrued may be purchased at the
time of such accrual or at any time or times thereafter during the option
period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent
<PAGE> 2
or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the issue or purchase of shares thereunder,
this option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable by the disinterested committee of
the Board of Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination.
(c) If the Optionee is discharged for cause, this option shall expire
forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "discharge for cause" means a discharge on
account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
2.
<PAGE> 3
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1994 Stock Option Plan, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to qualify as an "incentive stock option" under
the Internal Revenue Code. THIS OPTION SHALL NOT BE EXERCISABLE UNLESS AND UNTIL
A MAJORITY OF STOCKHOLDERS OF THE COMPANY HAS APPROVED THE COMPANY'S 1994 STOCK
OPTION PLAN.
(b) This option shall be administered by a disinterested committee of
the Board of Directors of the Company, whose interpretation of the terms and
provisions of this option shall be final and conclusive.
3.
<PAGE> 4
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By_____________________________________
President
4.
<PAGE> 1
EXHIBIT 99.17
MEDICUS SYSTEMS CORPORATION
REPLACEMENT STOCK OPTION CERTIFICATE
1994 STOCK OPTION PLAN (4-YEAR VEST)
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
By acceptance of this option certificate, the Optionee agrees and
accepts the termination and cancellation of the option certificate delivered to
the Optionee by the Company dated [olddate] to purchase [shares] shares of
its common stock, par value $.01 per share, at a price of $[oldprice] per
share.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 25% of the
shares subject to this option 12 months after the date of its grant and with
respect to an additional 25% at the end of each 12-month period thereafter
during the succeeding three years, provided that a disinterested committee of
the Board of Directors may in its discretion accelerate the exercisability of
this option subject to such terms and conditions as it deems necessary and
appropriate. All or any part of the shares with respect to which the right to
purchase has accrued may be purchased at the time of such accrual or at any time
or times thereafter during the option period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement
<PAGE> 2
are required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the Optionee upon his exercise of part or all of this
option and a stop transfer order may be placed with the transfer agent.
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, this option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable by the disinterested committee of the Board of
Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination.
2.
<PAGE> 3
(c) If the Optionee is discharged for cause, this option shall expire
forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "discharge for cause" means a discharge on
account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1994 Stock Option Plan, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to
3.
<PAGE> 4
qualify as an "incentive stock option" under the Internal Revenue Code. THIS
OPTION SHALL NOT BE EXERCISABLE UNLESS AND UNTIL A MAJORITY OF STOCKHOLDERS OF
THE COMPANY HAS APPROVED THE COMPANY'S 1994 STOCK OPTION PLAN.
(b) This option shall be administered by a disinterested committee of
the Board of Directors of the Company, whose interpretation of the terms and
provisions of this option shall be final and conclusive.
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By________________________________
President
4.
<PAGE> 1
EXHIBIT 99.18
MEDICUS SYSTEMS CORPORATION
REPLACEMENT STOCK OPTION CERTIFICATE
1994 STOCK OPTION PLAN (9-YEAR VEST)
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
By acceptance of this option certificate, the Optionee agrees and
accepts the termination and cancellation of the option certificate delivered to
the Optionee by the Company dated [olddate] to purchase [shares] shares of
its common stock, par value $.01 per share, at a price of $[oldprice] per
share.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 100% of the
shares subject to this option nine years after the date of its grant, provided
that a disinterested committee of the Board of Directors may in its discretion
accelerate the exercisability of this option subject to such terms and
conditions as it deems necessary and appropriate. All or any part of the shares
with respect to which the right to purchase has accrued may be purchased at the
time of such accrual or at any time or times thereafter during the option
period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer
<PAGE> 2
order may be placed with the transfer agent.
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, this option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable by the disinterested committee of the Board of
Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination. (c)If the Optionee is discharged for cause,
this option shall expire forthwith and all rights to purchase shares under it
shall terminate immediately. For this purpose, "discharge for cause" means a
discharge on account of dishonesty, disloyalty or insubordination. 6.(a) In the
event that the Company's outstanding common stock is changed by any stock
2.
<PAGE> 3
dividend, stock split or combination of shares, the number of shares subject to
this option shall be proportionately adjusted.
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1994 Stock Option Plan, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to qualify as an "incentive stock option" under
the Internal Revenue Code. THIS OPTION SHALL NOT BE EXERCISABLE UNLESS AND UNTIL
A MAJORITY OF STOCKHOLDERS OF THE COMPANY HAS APPROVED THE COMPANY'S 1994 STOCK
OPTION PLAN.
(b) This option shall be administered by a disinterested committee of
the
3.
<PAGE> 4
Board of Directors of the Company, whose interpretation of the terms and
provisions of this option shall be final and conclusive.
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By_____________________________________
President
4.
<PAGE> 1
EXHIBIT 99.19
MEDICUS SYSTEMS CORPORATION
STOCK OPTION CERTIFICATE
1996 C.E.O. REPLACEMENT STOCK OPTION PLAN (4-YEAR VEST)
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
1. The purchase price payable upon exercise of this option, shall be
$5.25 per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 25% of the
shares subject to this option on the date of its grant and with respect to an
additional 25% at the end of the 24-month period thereafter and with respect to
an additional 25% at the end of each 12-month period thereafter during the
succeeding two years, provided that a disinterested committee of the Board of
Directors may in its discretion accelerate the exercisability of this option
subject to such terms and conditions as it deems necessary and appropriate. All
or any part of the shares with respect to which the right to purchase has
accrued may be purchased at the time of such accrual or at any time or times
thereafter during the option period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
<PAGE> 2
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, this option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable by the disinterested committee of the Board of
Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination.
(c) If the Optionee is discharged for cause, this option shall expire
forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "discharge for cause" means a discharge on
account of dishonesty, disloyalty or insubordination.
2.
<PAGE> 3
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the 1996 Replacement CEO Stock
Option Plan, and is explicitly not granted pursuant to or under an Incentive
Stock Option Plan as defined in the Internal Revenue Code. Thus this option is
intended not to qualify as an "incentive stock option" under the Internal
Revenue Code.
(b) This option shall be administered by a committee of disinterested
outside members of the Board of Directors of the Company, whose interpretation
of the terms and provisions of this option shall be final and conclusive.
3.
<PAGE> 4
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By_____________________________________
Vice President
4.
<PAGE> 1
EXHIBIT 99.20
MEDICUS SYSTEMS CORPORATION
STOCK OPTION CERTIFICATE
1997 STOCK OPTION PLAN (4-YEAR VEST)
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 25% of the
shares subject to this option 12 months after the date of its grant and with
respect to an additional 25% at the end of each 12-month period thereafter
during the succeeding three years, provided that a disinterested committee of
the Board of Directors may in its discretion accelerate the exercisability of
this option subject to such terms and conditions as it deems necessary and
appropriate. All or any part of the shares with respect to which the right to
purchase has accrued may be purchased at the time of such accrual or at any time
or times thereafter during the option period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
(d) If at any time a disinterested committee of the Board of
Directors
<PAGE> 2
determines, in its discretion, that the listing, registration or qualification
of the shares subject to this option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
issue or purchase of shares thereunder, this option may not be exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable by the disinterested committee of the Board of Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination.
(c) If the Optionee is discharged for cause, this option shall expire
forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "discharge for cause" means a discharge on
account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed
2.
<PAGE> 3
by any stock dividend, stock split or combination of shares, the number of
shares subject to this option shall be proportionately adjusted.
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1997 Stock Option Plan, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to qualify as an "incentive stock option" under
the Internal Revenue Code. THIS OPTION SHALL NOT BE EXERCISABLE UNLESS AND UNTIL
A MAJORITY OF STOCKHOLDERS OF THE COMPANY HAS APPROVED THE COMPANY'S 1997 STOCK
OPTION PLAN.
(b) This option shall be administered by a disinterested committee of
the Board of Directors of the Company, whose interpretation of the terms and
provisions of this
3.
<PAGE> 4
option shall be final and conclusive.
4.
<PAGE> 5
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By___________________________________
President
5.
<PAGE> 1
EXHIBIT 99.21
MEDICUS SYSTEMS CORPORATION
STOCK OPTION CERTIFICATE
1997 STOCK OPTION PLAN (9-YEAR VEST)
(Not Qualifying as an Incentive Stock Option)
This is to certify that Medicus Systems Corporation, a Delaware
corporation (the "Company"), has on [date], granted to [name] (the
"Optionee") an option to purchase [shares] shares of its common stock, par
value $.01 per share, upon the terms and conditions set forth herein.
1. The purchase price payable upon exercise of this option, shall be
$[price] per share, subject to adjustment as provided in paragraph 6 below.
2. The exercise of this option shall be subject to the following
conditions:
(a) This option shall become exercisable with respect to 100% of the
shares subject to this option nine years after the date of its grant, provided
that a disinterested committee of the Board of Directors may in its discretion
accelerate the exercisability of this option subject to such terms and
conditions as it deems necessary and appropriate. All or any part of the shares
with respect to which the right to purchase has accrued may be purchased at the
time of such accrual or at any time or times thereafter during the option
period.
(b) This option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by (i) the full purchase price for the shares to be
purchased either in cash or by check; and (ii) payment in full of all
withholding taxes due as a result of the exercise or another arrangement
satisfactory to the Company for the payment of such withholding taxes.
(c) At the time of any exercise of this option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his heirs, legatees or legal representative, as the case may be) as
a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise
of part or all of this option and a stop transfer order may be placed with the
transfer agent.
(d) If at any time a disinterested committee of the Board of
Directors determines, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon any securities exchange
or under any state or federal law, or the consent
<PAGE> 2
or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the issue or purchase of shares thereunder,
this option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable by the disinterested committee of
the Board of Directors.
3. The term of this option is ten years, but subject to earlier
expiration as provided in paragraph 5. This option is thus not exercisable to
any extent after the expiration of ten years from the date of this stock option
certificate, or after any earlier expiration date that may be applicable under
the terms of paragraph 5.
4. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution, and during the life of the
Optionee it is exercisable only by him.
5. (a) If the employment of the Optionee with the Company or any of its
subsidiaries is terminated for any reason other than death, permanent
disability, retirement or cause, this option, to the extent it is exercisable on
the date of termination, shall expire thirty days after the termination of
employment (or upon the scheduled termination of this option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from employment because of illness, vacation or approved
leaves of absence, or transfers of employment among the Company and its parent
or subsidiary corporations, shall not be considered to terminate employment or
to interrupt continuous employment.
(b) In the event of termination of employment because of death or
permanent disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code, as amended), this option may be exercised in full, without regard
to the installments established by paragraph 2(a), by the Optionee or, if he is
not living, by his heirs, legatees, or legal representative, as the case may be,
during its specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement,
this option may be exercised by the Optionee (or if he dies within three months
after such termination, by his heirs, legatees or legal representative, as the
case may be) at any time during its specified term prior to three months after
the date of such termination, but only to the extent this option was exercisable
at the date of such termination.
(c) If the Optionee is discharged for cause, this option shall expire
forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "discharge for cause" means a discharge on
account of dishonesty, disloyalty or insubordination.
6. (a) In the event that the Company's outstanding common stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to this option shall be proportionately adjusted.
2.
<PAGE> 3
(b) In case of any capital reorganization, or of any reclassification
of the common stock or in case of the consolidation of the Company with or the
merger of the Company with or into any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification of outstanding shares of common
stock) or of the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the Company, or the
corporation resulting from such consolidation or surviving such merger or to
which such sale shall be made, as the case may be, shall give notice to the
Optionee providing that upon exercise of this option after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of this option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the common stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction upon
exercise as in the judgment of a disinterested committee Board of Directors is
required to compensate equitably for the effect of such event upon the exercise
rights of the Optionee. The above provisions of this Section shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers
and sales.
(c) In the event of any such adjustment the purchase price per share
shall be proportionately adjusted.
7. The granting of this option shall not confer upon the Optionee any
right to be continued in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or its
subsidiaries to terminate his employment at any time.
8. Neither the Optionee nor his heirs, legatees, or legal representative
shall have any rights of stockholders with respect to the shares subject to this
option until such shares are actually issued upon exercise of this option.
9. (a) This option is granted pursuant to the Medicus Systems
Corporation 1997 Stock Option Plan, and is explicitly not granted pursuant to or
under an Incentive Stock Option Plan as defined in the Internal Revenue Code.
Thus this option is intended not to qualify as an "incentive stock option" under
the Internal Revenue Code. THIS OPTION SHALL NOT BE EXERCISABLE UNLESS AND UNTIL
A MAJORITY OF STOCKHOLDERS OF THE COMPANY HAS APPROVED THE COMPANY'S 1997 STOCK
OPTION PLAN.
(b) This option shall be administered by a disinterested
committee of the Board of Directors of the Company, whose interpretation of the
terms and provisions of this option shall be final and conclusive.
3.
<PAGE> 4
This certificate is executed as of the date on which this option
evidenced by it is granted as stated above.
Medicus Systems Corporation
By_____________________________________
President
4.
<PAGE> 1
EXHIBIT 99.22
MEDICUS SYSTEMS CORPORATION
1997 DIRECTORS' STOCK OPTION PLAN
The purpose of this Directors' Stock Option Plan (the "Plan") is to
benefit Medicus Systems Corporation (the "Company") and its subsidiaries by
offering its directors a favorable opportunity to become holders of stock in the
Company over a period of years, thereby giving them a permanent stake in the
growth and prosperity of the Company and encouraging the continuance of their
services with the Company. Options granted under the Plan are intended not to
qualify as "Incentive Stock Options" as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the Plan shall be construed
so as to carry out that intention.
1. Administration. The Plan shall be administered by the Board of
Directors, whose interpretation of the terms and provisions of the Plan shall be
final and conclusive.
2. Eligibility. Options shall be granted only to directors of the
Company.
3. Granting of Options.
(a) An option under which a total of 5,000 shares of the Common
Stock of the Company may be purchased from the Company shall be automatically
granted by the Company, without further action required, to each director of the
Company, on the date of the Annual Meeting of Stockholders; provided that such
director is eligible at that time under the terms of paragraph 2 of the Plan,
and provided, further, that no person may receive an option to purchase more
than 5,000 shares of Common Stock pursuant to paragraph 3(b) in any calendar
year and provided further that the aggregate number of shares subject to options
granted under the Plan shall be 90,000. If at any Annual Meeting date, less than
5,000 shares is available from the shares covered by the Plan for each eligible
director, the option automatically granted on the date of such Annual Meeting to
each director shall be an option to purchase the number of shares equal to each
director's pro rata share of the shares available under the Plan. If an option
expires or is terminated or canceled unexercised as to any shares, such released
shares may again be optioned.
(b) Nothing contained in the Plan or in any option granted
pursuant thereto shall confer upon any director any right to continue serving as
a director of the Company or interfere in any way with any right of the Board of
Directors or stockholders of the Company to remove such director pursuant to the
certificate of incorporation or bylaws of the Company or applicable law.
<PAGE> 2
4. Option Price. The option price shall be the fair market value of the
shares of Common Stock subject to the option on the date of the grant of such
option. For purposes of this paragraph, "fair market value" shall be the closing
sales price of the Common Stock reported on the Nasdaq National Market (or on
the principal national stock exchange on which it is listed or quotation service
on which it is listed) (as reported in The Wall Street Journal, Midwest Edition)
on the date the option is granted (or, if the date of grant is not a trading
date, on the first trading date immediately preceding the date of grant). In the
event that the Common Stock is not listed or quoted on the Nasdaq National
Market or any other national stock exchange, the fair market value of the shares
of Common Stock for all purposes of the Plan shall be reasonably determined by
the Board of Directors.
5. Duration of Options, Increments and Extensions.
(a) Subject to the provisions of paragraph 7, each option shall
be for a term of ten years. Each option shall become exercisable with respect to
25% of the shares subject to the option twelve months after the date of its
grant and with respect to an additional 25% at the end of each twelve-month
period thereafter during the succeeding three years. All or any part of the
shares with respect to which the right to purchase has accrued may be purchased
at the time of such accrual or at any time or times thereafter during the option
period.
6. Exercise of Option.
(a) An option may be exercised by giving written notice to the
Company, attention of the Secretary, specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
in cash or by check, except that the Board of Directors may permit the purchase
price for the shares to be paid, all or in part, by the delivery to the Company
of other shares of Common Stock of the Company in such circumstances and manner
as it may specify. For this purpose, the per share value of the Company's Common
Stock shall be the fair market value at the close of business on the date
preceding the date of exercise.
(b) At the time of exercise of any option, the Board of Directors
may, if it shall determine it necessary or desirable for any reason, require the
optionee (or his heirs, legatees, or legal representative, as the case may be)
as a condition upon the exercise, to deliver to the Company a written
representation of present intention to purchase the shares for his own account
for investment and an agreement not to distribute or sell such shares in
violation of the registration provisions of applicable securities laws. If such
representation and agreement are required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the optionee upon his exercise
of part or all of the option and a stop transfer order may be placed with the
transfer agent.
(c) Each option shall also be subject to the requirement that, if
at any time the Board of Directors determines, in its discretion, that the
listing, registration or
2.
<PAGE> 3
qualification of the shares subject to the option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder, the option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors.
(d) If the Board of Directors shall determine it necessary or
desirable for any reason, an option shall provide that it is contemplated that
the shares acquired through the exercise of the option will not be registered
under applicable federal and state securities laws and that such shares cannot
be resold unless they are registered under such laws or unless an exemption from
registration is available, and the certificate for any such shares issued upon
the exercise of the option shall bear a legend making appropriate reference to
such provisions.
7. Termination of Employment-Exercise Thereafter.
(a) If the tenure as a director of any optionee with the Company
is terminated for any reason other than death, permanent disability, retirement
or cause, such optionee's option, to the extent the option is exercisable at the
date of termination, shall expire thirty days after the termination of
directorship (or upon the scheduled termination of the option, if earlier), and
all rights to purchase shares pursuant thereto shall terminate at such time.
Temporary absence from acting as a director because of illness, vacation,
approved leave of absence shall not be considered to terminate or interrupt
continuous service as director.
(b) In the event of termination of directorship because of death
or permanent disability (within the meaning of Section 22(e)(3) of the Code),
the option may be exercised in full, unless otherwise provided at the time of
grant, without regard to any installments established under paragraph 5 hereof,
by the optionee or, if he is not living, prior to one year after the date of
death or permanent disability. In the event of termination of directorship
because of retirement, the option may be exercised by the optionee (or, if he
dies within three months after such termination, by his heirs, legatees, or
legal representative, as the case may be), at any time during its specified term
prior to three months after the date of such termination, but only to the extent
the option was exercisable at the date of such termination.
(c) If an optionee is removed for cause, his option shall expire
forthwith and all rights to purchase shares under it shall terminate
immediately. For this purpose, "removal for cause" means a removal on account of
dishonesty, disloyalty or insubordination.
8. Non-Transferability of Options. No option shall be transferable by
the optionee otherwise than by will or the laws of descent and distribution, and
each option shall be exercisable during any optionee's lifetime only by him.
3.
<PAGE> 4
9. Adjustment.
(a) In the event that the Company's outstanding Common Stock is
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to the Plan and to options under the Plan shall be
proportionately adjusted.
(b) In case of any capital reorganization, or of any
reclassification of the Common Stock or in case of the consolidation of the
Company with or the merger of the Company with or into any other corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification of outstanding
shares of Common Stock) or of the sale of the properties and assets of the
Company as, or substantially as, an entirety to any other corporation, the
Company or the corporation resulting from such consolidation or surviving such
merger or to which such sale shall be made, as the case may be, shall determine
that upon exercise of options granted under the Plan after such capital
reorganization, reclassification, consolidation, merger or sale there shall be
issuable upon exercise of an option a kind and amount of shares of stock or
other securities or property (which may, as an example, be a fixed amount of
cash equal to the consideration paid to stockholders of the Company for shares
transferred or sold by them) which the holders of the Common Stock (immediately
prior to the time of such capital reorganization, reclassification,
consolidation, merger or sale) are entitled to receive in such transaction as in
the judgment of the Board of Directors is required to compensate equitably for
the effect of such event upon the exercise rights of the optionees. The above
provisions of this paragraph shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers and sales.
(c) In the event of any such adjustment the purchase price per
share shall be proportionately adjusted.
10. Amendment of the Plan. The Board of Directors may amend or
discontinue the Plan at any time, provided, however, that the Plan may not be
amended more than once every six months except to comply with changes in the
Code, the Employee Retirement Income Security Act, or the rules and regulations
under each, and provided further, that no such amendment or discontinuance shall
(a) without the consent of the optionee change or impair any option previously
granted, or (b) without the approval of the holders of a majority of the shares
of Common Stock which vote in person or by proxy at a duly held stockholders,
meeting, (i) increase the maximum number of shares which may be purchased by all
eligible directors pursuant to the Plan, (ii) change the purchase price of any
option, or (iii) change the option period or increase the time limitations on
the grant of options.
11. Effective Date. The Plan has been adopted and authorized by the
Board of Directors for submission to the stockholders of the Company at its
Annual Meeting of Stockholders in 1997. If the Plan is approved at a duly held
stockholders' meeting, it shall be deemed to have become effective on the date
of such Annual Meeting.
4.
<PAGE> 1
EXHIBIT 99.23
MEMORANDUM
TO: All Medicus Stock Option Holders
FROM: Mark Slippy, Human Resources Director
DATE: May 20, 1998
RE: Conversion of Medicus Options to QuadraMed Options
- -----------------------------------------------
1. Merger. Medicus Systems Corporation ("Medicus") and QuadraMed
Corporation ("QuadraMed") have agreed to enter into a merger (the "Merger"), as
a result of which Medicus will become a subsidiary corporation of QuadraMed.
The Merger is currently scheduled to become effective on May 27, 1998 (the
"Conversion Date"). As of the Conversion Date, each share of the Common Stock
of Medicus will be converted into .3565 of a share of the Common Stock of
QuadraMed (the "Exchange Ratio").
2. Conversion of Medicus Options. In connection with your service
with Medicus, you were granted one or more options to purchase Medicus shares.
On the Conversion Date, all outstanding Medicus options will be assumed by
QuadraMed and converted into options to purchase QuadraMed shares. This
includes options held by former Medicus employees who vested in a portion of
their option shares while employed by Medicus and who are still entitled to
exercise their Medicus options for those vested shares within a limited period
of time following their termination of employment.
Attached to this Memorandum is a summary showing the number of
QuadraMed shares which will be purchased under your currently outstanding
options as of the Conversion Date and the exercise price payable per share.
These numbers were calculated by (i) multiplying the number of Medicus shares
subject to your option by .3565, the Exchange Ratio, and rounding the number
down to the nearest whole number of shares, and (ii) dividing the exercise
price per payable under the Medicus options by .3565, the Exchange
Ratio, and rounding the number up to the nearest whole cent. The aggregate
exercise price payable under your QuadraMed options will be substantially the
same as the aggregate exercise price payable under your Medicus options.
The grant date, expiration date, termination provisions and all other
terms and conditions of your options will remain the same after the Merger. The
exercise schedule for your options will not change as a result of the Merger.
However, each installment of option shares which become exercisable will be
adjusted to reflect the number of QuadraMed shares now subject to your options.
Example: Assume that on January 1, 1996 you were granted an option to
purchase 100 Medicus shares at an exercise price of $5.00 per share.
The aggregate exercise price is $500. The option becomes exercisable
for 25 option shares on each of January 1, 1997, January 1, 1998,
January 1, 1999 and January 1, 2000.
After the Merger, you will hold an option to purchase 35 QuadraMed
shares (100 shares X .3565) at an exercise price of $14.03 per share
($5.00 divided by 0.3565). The aggregate exercise price is $491.05.
The option will become exercisable with respect to 8.75 shares on each
January 1, 1997, January 1, 1998, January 1, 1999 and January 1, 2000.
<PAGE> 2
3. Exercise of QuadraMed Options.
A. If you are no longer an employee of Medicus. If you are no
longer an employee of Medicus/QuadraMed but hold an option which was exercisable
for vested shares as of the date of your termination of employment, then, unless
you have received written confirmation stating otherwise, you must exercise your
Medicus options within 30 days following the date of your termination with
Medicus.
B. If you are still an employee of Medicus/QuadraMed. If you are
still an employee of Medicus/QuadraMed, you may exercise your options, to the
extent the option shares have become exercisable, at any time during your
employment.
If you wish to exercise your options, you should contact Wendy
Myers at QuadraMed's Larkspur office (415) 461-7725. Wendy will provide you with
any necessary paperwork. After you have completed the necessary paperwork, you
should deal directly with QuadraMed's brokerage firm, Smith Barney, to process
your option exercise and any sales of your QuadraMed shares. QuadraMed's contact
at Smith Barney is:
Mike Del Vecchio - (619) 544-6525.
4. Payment of Exercise Price. You may pay the exercise price in
cash or check payable to QuadraMed. Subject to the trading window restrictions
described under Paragraph 6 below, you may also exercise your option with no
cash outlay on your part by exercising through a same-day sale or cashless
exercise procedure. To use this procedure, you must provide written instructions
to Smith Barney, to effect the immediate sale of the QuadraMed shares purchased
under your option and to pay directly to QuadraMed, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable withholding
taxes. The remaining proceeds will be sent directly to you.
5. Taxes payable upon Exercise. To the extent that your option does
not qualify as an incentive stock option under the Federal tax laws, as
indicated in your Stock Option Certificate, you will recognize ordinary income
equal to the excess of the market price of the purchased shares on the date of
exercise over the option exercise price paid by you. That income will be subject
to withholding by QuadraMed, at the time of exercise, of all applicable Federal
and state income and employment taxes.
6. Sale of QuadraMed Shares. If you are still an employee of
QuadraMed, you may sell the QuadraMed shares purchased by you upon exercise of
your options only if a "trading window" is open at the time of sale. You will
receive information from the Company regarding the specific dates on which the
trading windows open and close. Generally, trading windows are open for the
30-day period following the release of QuadraMed's quarterly earnings. THE
CURRENT TRADING WINDOW WILL CLOSE ON FRIDAY, MAY 29. If you are no longer an
employee of Medicus/QuadraMed, then, generally, you may sell your QuadraMed
shares outside of the trading window periods.
7. References in Stock Option Certificates. As of the Conversion
Date, all references to the "Company" in the Stock Option Certificates you
received for your Medicus options will mean QuadraMed, all references to
"shares" or "Common Stock" will mean shares of QuadraMed Common Stock, all
references to the Board will mean the Board of Directors of QuadraMed and all
references to the "Committee" will mean the Compensation Committee of the
QuadraMed Board of Directors.
If you have any questions or concerns, please feel free to contact my
office. Otherwise, please contact the appropriate person to complete all
transactions.
bcc: Wendy Myers
Keith Roberts
Maura Roe
Louise Herz Shapiro
