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EXHIBIT 4.4
MEDICALJOBSSOURCE.COM, INC.
1999 STOCK OPTION PLAN
I. PURPOSE.
MedicalJobsSource.Com, Inc. ("Company") 1999 Stock Option Plan is
intended to encourage stock ownership by officers, other key employees,
consultants and employees of consultants of the Company, of its subsidiaries
and of its affiliates, to provide them with a proprietary interest or to
increase their proprietary interest in the Company's success and/or to
encourage them to remain in the employ of the Company or any of its
subsidiaries or affiliates.
II. DEFINITIONS
Where the following words appear in the Plan, they shall have the
respective meanings set forth below, unless their context clearly indicates a
contrary meaning:
A. Affiliate - Any corporation or other business organization in
which the Parent owns, directly or indirectly, 25% or more of the voting stock
or capital at the time of the granting of the Option.
B. Board of Directors - The Board of Directors of the Company.
C. Code - The Internal Revenue Code of 1986, as amended,
including amendments hereafter adopted.
D. Committee - The Compensation Committee of the Board of
Directors or any successor Committee appointed by the Board of Directors. In
the absence of the appointment of the Committee, the Board of Directors of the
Company shall exercise all of the powers of the Committee under the Plan.
E. Company - MedicalJobsSource.Com, Inc., a Georgia corporation,
which is the parent corporation as defined in Subsections 424(e) and (g) of the
Code.
F. Employee - Employee shall mean any officer or other key
employee (including an officer or other key employee who is also a director)
employed on a full-time basis by the Company or any present or future Parent or
Subsidiary or Affiliate.
G. ISO - An option granted under the Plan which constitutes an
incentive stock option within the meaning of Section 422 of the Code.
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H. Non-Qualified Stock Option or NQSO - An option granted under
the Plan which does not qualify as an ISO.
I. Option - An option granted under the Plan which may be either
an ISO or a Non-Qualified Stock Option.
J. Option Agreement - The document setting forth the terms and
conditions of each Option.
K. Optionee - The holder of an Option.
L. Parent - Parent shall mean any present or future corporation
as defined in Subsections 424(e) and (g) of the Code.
M. Plan - MedicalJobsSource.Com, Inc. 1999 Stock Option Plan, as
the same may be amended from time to time in accordance with the terms hereof.
N. Shares - The shares of common stock of the Company, $0.01 par
value, subject to adjustment and substitution as provided in Paragraph V of the
Plan.
O. Subsidiary - Any present or future subsidiary of the Company
as defined in Subsections 424(f) and (g) of the Code.
III. ADMINISTRATION.
A. The Committee shall have full and complete authority in its
sole discretion, but subject to the express provisions of the Plan: to grant
Options; to determine the option price of the Shares covered by each Option; to
determine the Employees, consultants and employees of consultants of the
Company, of its Subsidiaries and of its Affiliates to whom, and the time or
times at which, Options shall be granted; to determine the number of Shares to
be covered by each Option; to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of each option grant and Option Agreement (which terms need not be
identical); to determine the vesting schedule of each Option ( including the
acceleration thereof); to cancel and amend Options (with the consent of the
holder of the Option where required); to impose such conditions on the grant of
Options as it determines to be appropriate, including the surrender of
outstanding stock options issued under the Plan or any other stock option plan,
regardless of the option price; and to make all other determinations and rules
and take such other action deemed necessary or advisable for the administration
of the Plan. In addition, the Committee may extend the duration of any NQSO for
a period not to exceed one year subject to the provisions of Paragraph VI B
hereof without changing the option price upon such terms as the Committee may
deem advisable.
Each determination, interpretation, rule or other action made or taken
pursuant to the Plan by the Committee shall be final and conclusive for all
purposes and binding upon all persons,
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including, but without limitation thereto, the Company, Subsidiaries,
Affiliates, the Board of Directors, the Committee, Optionees and Employees of
the Company, its Subsidiaries and its Affiliates and Optionees and their
respective successors in interest.
B. The Committee shall consist of not less than two (2)
directors. In the event any class of equity security of the Company is
registered pursuant to Section 12 of the Securities Exchange Act of 1934 ("34
Act"), each member of the Committee shall be a member of the Board of Directors
who is not eligible to participate under the Plan and who has not been granted
or awarded equity securities of the Company for at least one year prior to the
time the director becomes a member of the Committee or during such service on
the Committee pursuant to the Plan or any other "plan" within the meaning of
Rule 16b-3 promulgated under the 34 Act, except as otherwise permitted under
Rule 16b-3 (or any successor rule or regulation).
The Board of Directors may designate one (1) of the members of the
Committee as its chairperson and the Committee shall hold its meetings at such
times and places as it shall deem advisable. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members present at a meeting at which a quorum was present. Any
decision or determination reduced to writing and signed by all the members of
the Committee shall be effective as if it had been made by a vote at a meeting
duly called and held. The Committee shall keep minutes of its meetings and
shall make such rules and regulations for the conduct of its business as it
shall deem advisable.
C. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the administration of the Plan
and the granting of Options thereunder.
IV. ELIGIBILITY AND LIMITATIONS.
Options may be granted only to Employees, consultants and employees of
consultants of the Company or of any Subsidiary or Parent or Affiliate. Persons
who are not Employees of the Company or of a Subsidiary or Parent will not be
eligible to receive an ISO. In determining the number of shares to be covered
by each Option, subject to Paragraph V hereof, and persons to whom Options
shall be granted, the Committee shall take into account such factors as it
shall deem relevant in connection with accomplishing the purpose of the Plan as
set forth in Paragraph I hereof. Any person who has been granted an Option may
be granted an additional Option or Options if the Committee shall so determine.
No ISO shall be granted to an individual who, at the time the ISO is granted,
owns (within the meaning of subsection 422(b)(6) of the Code) stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or of its Parent or any Subsidiary, unless, at the time the ISO is
granted, the option price is at least 110 percent (110%) of the fair market
value of the Shares subject to the ISO, and the ISO by its terms is not
exercisable after the expiration of five (5) years from the date the ISO is
granted.
ISOs granted to an Optionee in excess of the limitations set forth in
subsection 422(d) of the Code for any calendar year shall be deemed to be a
Non-Qualified Stock Option.
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Each Option must be granted prior to the 10th anniversary of the
adoption of the Plan by the Board of Directors.
V. AVAILABLE SHARES AND STOCK ADJUSTMENTS.
A. The total number of Shares that may be issued pursuant to
Options granted under the Plan shall not exceed 1,500,000 Shares, subject to
adjustment as set forth hereinafter. Shares subject to the Plan may be either
authorized but unissued Shares or Shares that were once issued and subsequently
reacquired by the Company. If any Option is surrendered before exercise or
lapses without exercise or for any other reason ceases to be exercisable, the
Shares reserved therefor shall continue to be available under the Plan. The
Company will reserve and keep available a sufficient number of authorized but
unissued Shares and/or treasury Shares to be issued upon the exercise of the
Options.
B. In the event of a stock split, reverse stock split, stock
dividend, or a reclassification of the Shares or other similar action by the
Company, the total number of Shares which may be issued under the Plan upon the
exercise of Options and the total number of Shares and/or the option price
contained in any outstanding Option pursuant to which Options were granted
under the Plan, shall be appropriately adjusted as determined by the Board of
Directors in its sole discretion. Any such adjustment in the number of Shares
and/or option price of an ISO shall be made in such manner as to not constitute
a modification as defined in Subsection 424(h)(3) of the Code and only to the
extent permitted by Sections 422 and 424 of the Code.
C. In the event of any merger or consolidation or other
reorganization in which the Company shall be the surviving entity and its
shareholders retain all of the Shares held immediately prior to such event and
receive no securities or other property, there shall be no change in the
securities or the number of Shares that the holder of the Option will be
entitled to receive upon the exercise of the Option or the option price, except
as set forth in Paragraph V.
D. In the event of any merger or consolidation or other
reorganization in which the Company shall be the surviving entity and its
shareholders have a right to receive securities for or other property in
addition to, the outstanding Shares held, each holder of an outstanding Option
shall be entitled to receive, upon the exercise of the Option, in lieu of the
number of Shares as to which such holder of the Option would otherwise have
been entitled to receive upon the exercise of the Option immediately prior to
such merger or consolidation or other reorganization, the number and class of
shares and other securities and other property to which such holder of the
Option would have been entitled to receive (or retain) pursuant to the terms of
the merger or consolidation or other reorganization if, at the time of such
merger or consolidation or other reorganization, such holder of the Option had
been the holder of record of a number of Shares equal to the number of Shares
to which such Option is then being so exercised. Comparable rights shall accrue
to each holder of an Option in the event of successive mergers or
consolidations or other reorganizations.
E. In the event of any merger or consolidation or other
reorganization, in which the Company is not the surviving corporation and the
shareholders of the Company shall not be entitled
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to receive any equity securities of the surviving entity (or its Parent) for
their Shares, each holder of an outstanding Option shall be entitled to
receive, upon the exercise of the Option, in lieu of the number of Shares as to
which such holder of the Option would otherwise have been entitled to receive
upon the exercise of the Option immediately prior to such merger or
consolidation or other reorganization, the number and class of shares and other
securities, if any, and other property (including cash) to which such holder of
the Option would have been entitled to receive pursuant to the terms of the
merger or consolidation or other reorganization if, at the time of such merger
or consolidation or other reorganization, such holder of the Option had been
the holder of record of a number of Shares equal to the number of Shares to
which such Option is then being so exercised. Comparable rights shall accrue to
each holder of an Option in the event of successive mergers or consolidations
or other reorganizations.
F. In the event of any merger or consolidation or other
reorganization in which the Company is not the surviving entity and in which
its shareholders shall receive equity securities (regardless of whether they
receive other property) for their Shares, each holder of an outstanding Option
shall be entitled to receive, upon the exercise of the Option, in lieu of the
number of Shares as to which such holder of the Option would otherwise have
been entitled to receive upon the exercise of the Option immediately prior to
such merger or consolidation or other reorganization, the number and class of
shares and other securities and other property to which such holder of the
Option would have been entitled to receive pursuant to the terms of the merger
or consolidation or other reorganization if, at the time of such merger or
consolidation or other reorganization, such holder of the Option had been the
holder of record of a number of Shares equal to the number of Shares to which
such Option is then being so exercised. Comparable rights shall accrue to each
holder of an Option in the event of successive mergers or consolidations or
reorganizations.
G. Upon the dissolution or liquidation of the Company, all
Options, whether or not vested in whole or in part, which have not been
exercised prior to such event shall terminate upon such event.
H. Any adjustments pursuant to this Paragraph V may provide for
the elimination of any fractional interest which might otherwise become subject
to an Option, with or without consideration, as determined by the Board of
Directors.
VI. OPTION TERMS.
The Options will be granted under terms and conditions set forth in a
written instrument as determined by the Committee from time to time. The
Options will include (but not by way of limitation) the following:
A. Price and Payment - The purchase price of each Share covered
by each Option as determined by the Committee. The purchase price of each Share
covered by an Option shall not be less than the fair market value of a Share at
the time of the granting of the Option. The purchase price of the Shares to
which an Option shall be exercised shall be paid in full at the time of the
exercise in cash or by check, subject to collection. The Committee may also
provide that the
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purchase price may be paid in whole or in part by assigning to the Company a
number of Shares having a fair market value, determined as of the date the
Option is exercised, equal to the amount of the purchase price for the Shares
being acquired upon the exercise of the Option which the Committee permits to
be paid by the assigning of Shares to the Company. In such event, the Committee
may, in its sole discretion, require certain representations and other
conditions precedent to the acceptance of the Shares from the Optionee.
B. Duration - The duration of the Options shall be as determined
by the Committee, but in no event shall an Option granted hereunder be
exercisable after the earliest of any of the following dates: (i) the
expiration of ten (10) years from the date the Option is granted; (ii) one (1)
year after the cessation of employment or engagement, as the case may be, of
the holder of the Option with the Company, any Subsidiary, or the Parent or
Affiliate, except in the event of termination of such employment or engagement,
as the case may be, by reason of disability, death or retirement; (iii) two (2)
years after the cessation of such employment or engagement, as the case may be,
in the event of termination of employment or engagement, as the case may be,
due to death, disability (within in the meaning of Subsection 422(c)(6) of the
Code) or retirement. The Committee's determination as to whether such
employment, engagement or election of an Optionee has ceased and the effective
date thereof shall be final and conclusive on all persons affected thereby.
Whether military or other government or eleemosynary service or other leave of
absence will constitute termination of such employment or engagement shall be
determined in each case by the Committee in its sole discretion.
C. Non-transferability - ISOs granted under the Plan shall not be
transferable otherwise than by will or the laws of descent and distribution or
as otherwise permitted pursuant to the Code. ISOs may be exercised during the
lifetime of the Optionee only by the Optionee personally or by the Optionee's
legal representative.
D. Exercise of Option - Options granted hereunder shall be
exercisable in whole or in part as determined by the Committee.
E. Conditions to Exercise of Options - Shares shall not be issued
with respect to any Option granted under the Plan unless the issuance and
delivery of such Shares shall comply with (or be exempt from) all relevant
provisions of law, including, without limitation, the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, any applicable
state securities law, and the requirements of any stock exchange or nation
market system on which the Shares may then be listed. If the issuance or
transfer of Shares to be issued or issued pursuant to any Option granted under
the Plan may in the opinion of counsel to the Company conflict or be
inconsistent with or not be permitted under any applicable law or regulation of
any governmental agency having jurisdiction, including, without limitation,
regulations promulgated pursuant to federal and state securities laws, the
Company reserves the right to delay the issuance of the Shares upon the
exercise of an Option and such delay shall be without liability to or other
obligation of the Company. The Company shall have no obligation hereunder to
file registration statements or other reports or notices or obtain any license
or permit or exemption under any federal or state law with respect to the grant
of an Option or the issuance of Shares upon the exercise of an Option or the
transfer of such Shares at any time thereafter. The Board of Directors or
Committee may require that the holder of an
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Option, as a condition to each exercise of the Option in whole or in part, to
represent to the Company in writing that the Shares to be acquired upon the
exercise of the Option are to be acquired by the holder of the Option for
investment purposes only, for such person's own account, and not with a view to
distribution and make such other representations as counsel to the Company may
reasonably request to assure the availability of an exemption from or
compliance with the registration, notice, reporting or permitting requirements
of applicable federal or state securities laws. The Option may also set forth
such other terms and conditions relating to the non-registration or
qualification of the Shares or the issuance of the Shares by the Company or the
transfer of the Shares by the Optionee under the federal and state securities
laws, as the Board of Directors or Committee may prescribe. Such
representations and other terms and conditions shall continue in effect as long
as counsel to the Company may reasonably request.
F. Disposition of Shares - In the event the disposition of Shares
acquired upon the exercise of any Option is not covered by a then current
registration statement under the Securities Act of 1933, as amended, and under
applicable state securities laws, the Shares so purchased shall be restricted
against transfer to the extent and for as long as required by such laws and
regulations promulgated thereunder or until, and as long as, the Shares are
covered by applicable registration statements filed by the Company in its sole
discretion.
G. Tax Withholdings - The Company, in its sole discretion and on
terms it shall determine, may withhold, or may grant to an Optionee the right
to elect to have withheld, Shares having a fair market value not in excess of
the amount necessary to satisfy the withholding tax obligations of the
Optionee, in whole or in part, relating to the exercise of the Option. In the
event any class of equity security of the Company is registered pursuant to
Section 12 of the 34 Act, any election granted to an executive officer (as
defined pursuant to rules promulgated under the 1934 Act) of the Parent shall
only be made during the period set forth in Rule 16b-3 promulgated under the
1934 Act (or any successor rule or regulation), if any. The Optionee shall also
pay in cash to the Company any amount required under the Code and other
applicable statute or regulation to be withheld upon the exercise of an Option.
VII. EXERCISE.
An Option granted hereunder shall be exercisable in whole or in part
only by written notice delivered in person or by mail to the President of the
Company or such other officer designated by the President, at its principal
executive office, specifying the number of Shares to be purchased and
accompanied by payment therefor and other consideration in accordance with the
Option. The holder of an Option shall not be deemed to be a holder of any
Shares subject to any Option and shall not be entitled to the rights of a
holder of any Shares, including the right to vote the Shares and to receive
dividends, unless and until such Shares have been issued.
VIII. TERMINATION AND AMENDMENT.
The Board of Directors may at any time terminate the Plan, or make
such amendments thereto or modifications thereof as it shall deem advisable,
including amendments deemed necessary
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or desirable to conform any ISO to any change in the Code or regulations
thereto; provided, however, that the Board of Directors may not, without
further approval by the shareholders of the Company, increase the maximum
number of Shares for which Options may be granted under the Plan or change the
designation of the class of employees and other persons eligible to receive
Options. No termination, modification or amendment of the Plan shall, without
the consent of the Optionee to whom an Option shall theretofore have been
granted, adversely affect the rights of such Optionee under such Option without
the written consent of such Optionee.
IX. MISCELLANEOUS.
A. Applicable Law. The Plan shall be governed and construed in
accordance with the laws of the State of Georgia.
B. Employee/Employer Rights. The granting of Options hereunder
shall be entirely discretionary and nothing in the Plan shall be deemed to give
any person any right of continued employment, engagement or officership, as the
case may be, or give any person any right to receive Options or additional
Options hereunder or interfere in any way with the right of the Company, its
Parent or Subsidiary to terminate the Optionee's employment, engagement or
election, as the case may be, for any reason or the right of the Optionee to
terminate his/her employment, engagement, or officership, as the case may be,
for any reason.
C. ISO Grants. The Plan is intended to provide in part for the
grant of ISOs pursuant to Section 422 of the Code, including amendments thereto
hereafter adopted, and the provisions of the Plan as they relate to ISOs and
the ISOs granted shall be construed to effectuate such purpose. If for any
reason it is subsequently determined that an Option intended to qualify as an
ISO does not so qualify, the Company, Parent and Subsidiary shall have no
liability to the Optionee and such Options shall be deemed to be Non-Qualified
Stock Options.
X. EFFECTIVE DATE.
The Plan shall become effective on the date of its adoption by the
Board of Directors subject to the approval of the Plan by the shareholders of
the Company within twelve (12) months after the date of its adoption. The date
of granting of an Option shall be the date on which the Committee makes the
determination of granting such Option or such later date as designated by the
Committee.
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