EXHIBIT 10.30
STOCK OPTION AGREEMENT made as of the 17th day of October, 2000 between
SANDATA, INC., a Delaware corporation (the "Company"), and Stephen Davies (the
"Optionee").
WHEREAS, the Optionee is an employee of the Company or a subsidiary
thereof;
WHEREAS, the Company desires to provide to the Optionee an additional
incentive to promote the success of the Company;
NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee (the "Grant") the right and option to purchase Common
Shares of the Company under and pursuant to the terms and conditions of the 2000
Stock Option Plan (the "Plan") and upon and subject to the following terms and
conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to One Hundred Fifty Thousand (150,000)
Common Shares of the Company (the "Option Shares") during the following
period(s):
(a) All or any part of Thirty-Three Thousand Three Hundred
Thirty-Three (33,333) Common Shares may be purchased during the period
commencing on December 31, 2000 and terminating at 5:00 P.M. on December
31, 2010 (the "Expiration Date").
(b) All or any part of Thirty-Three Thousand Three Hundred
Thirty-Three (33,333) Common Shares may be purchased during the period
commencing on December 31, 2004 and terminating at 5:00 P.M. on the
Expiration Date.
(c) All or any part of Thirty-Three Thousand Three Hundred
Thirty-Three (33,333) Common Shares may be purchased during the period
commencing on December 31, 2005 and terminating at 5:00 P.M. on the
Expiration Date.
(d) All or any part of Thirty-Three Thousand Three Hundred
Thirty-Three (33,333) Common Shares may be purchased during the period
commencing on December 31, 2006 and terminating at 5:00 P.M. on the
Expiration Date.
(e) All or any part of Sixteen Thousand Six Hundred Sixty-Eight
(16,668) Common Shares may be purchased during the period commencing on
December 31, 2007 and terminating at 5:00 P.M. on the Expiration Date.
2. NATURE OF OPTION. Such Options to purchase the Option Shares are
intended to meet the requirements of Section 422 of the Internal Revenue Code of
1986, as amended, relating to "incentive stock options".
3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be
Three Dollars and no cents ($3.00) (the "Option Price"). The Company shall pay
all original issue or transfer taxes on the exercise of the Option.
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance with
the provisions of the Plan. As soon as practicable after the receipt of notice
of exercise (in the form annexed hereto as Exhibit A) and payment of the Option
Price as provided for in the Plan, the Company shall tender to the Optionee
certificates issued in the Optionee's name evidencing the number of Option
Shares covered thereby.
5. TRANSFERABILITY. The Option shall not be transferable other than by will
or the laws of descent and distribution and, during the Optionee's lifetime,
shall not be exercisable by any person other than the Optionee.
6. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
7. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, 26 Harbor
Park Drive, Port Washington, New York 11050, Attention: Secretary and to the
Optionee at the address indicated below. Notices shall be deemed to have been
given on the date of hand delivery or mailing, except notices of change of
address, which shall be deemed to have been given when received.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns.
9. REGISTRATION. The underlying shares will be registered whenever the next
Registration Statement is filed.
10. ANTIDILUTION. The number of shares underlying the options governed by
this Agreement and the purchase price thereof will be adjusted to reflect any
stock splits, reorganizations, recapitalizations or similar transactions.
11. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains the
entire understanding of the parties hereto with respect to the subject matter
hereof and may be modified only by an instrument executed by the party sought to
be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
SANDATA, INC.
By: /s/Bert E. Brodsky
/s/Stephen Davies
Signature of Optionee
Stephen Davies
Name of Optionee
Address of Optionee
<PAGE>
EXHIBIT A
SANDATA, INC.
OPTION EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the within Option
dated October 17, 2000 to the extent of purchasing Common Shares of Sandata,
Inc. The undersigned hereby makes a payment of $ in payment therefor.
Stephen Davies
Name of Optionee
Signature of Optionee
Address of Holder
Date
