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Exhibit 4.4
RAMSAY YOUTH SERVICES, INC.
1999 STOCK OPTION PLAN
1. Purposes of Plan. The purposes of this Plan, which shall be
known as the Ramsay Youth Services, Inc. 1999 Stock Option Plan and is
hereinafter referred to as the "Plan", are (i) to provide incentives for key
employees, directors, consultants and other individuals providing services to
Ramsay Youth Services, Inc. (the "Company") and its subsidiary or parent
corporations (within the respective meanings of Sections 424(f) and 424(e) of
the Internal Revenue Code of 1986, as amended (the "Code"), and referred to
herein as "Subsidiary" and "Parent", respectively) by encouraging their
ownership of the common stock, $.01 par value, of the Company (the "Stock") and
(ii) to aid the Company in retaining such key employees, directors, consultants
and other individuals upon whose efforts the Company's success and future growth
depends, and attracting other such employees, directors, consultants and other
individuals.
2. Administration. The Plan shall be administered by a
committee (the "Committee") of the Board of Directors, as hereinafter provided.
For purposes of administration, the Committee, subject to the terms of the Plan,
shall have plenary authority to establish such rules and regulations, to make
such determinations and interpretations, and to take such other administrative
actions as it deems necessary or advisable. All determinations and
interpretations made by the Committee shall be final, conclusive and binding on
all persons, including Optionees and their legal representatives and
beneficiaries.
The Committee shall be appointed from time to time by the
Board of Directors and shall consist of not fewer than two if its members.
Unless otherwise determined by the Board of Directors, no member of the Board of
Directors who serves on the Committee shall be eligible to participate in the
Plan. The Board of Directors shall designate one of the members of the Committee
as its Chairman. The Committee shall hold its meetings at such times and places
as it may determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. Any
decision or determination reduced to writing and signed by all members shall be
as effective as if it had been made by a majority vote at a meeting duly called
and held. The Committee may appoint a secretary (who need not be a member of the
Committee). No member of the Committee shall be liable for any act or omission
with respect to his service on the Committee, if he acts in good faith and in a
manner he reasonably believes to be in or not opposed to the best interests of
the Company.
3. Stock Available for Options. There shall be available for
options under the Plan a total of 1,250,000 shares of Stock, subject to any
adjustments which may be made pursuant to Section 5(f) hereof. Shares of Stock
used for purposes of the Plan may be either authorized and unissued shares, or
previously issued shares held in the
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treasury of the Company, or both. Shares of Stock covered by options which have
terminated or expired prior to exercise shall be available for further options
hereunder.
4. Eligibility. Options under the Plan may be granted to key
employees of the Company or any Subsidiary or Parent, including officers or
directors of the Company or any Subsidiary or Parent, and to directors,
consultants and other individuals providing services to the Company or any
Subsidiary or Parent. Options may be granted to eligible individuals whether or
not they hold or have held options previously granted under the Plan or
otherwise granted or assumed by the Company. In selecting individuals for
options, the Committee may take into consideration any factors it may deem
relevant, including its estimate of the individual's present and potential
contributions to the success of the Company and its Subsidiaries. Service as a
director, officer or consultant of or to the Company or any Parent or Subsidiary
shall be considered employment for purposes of the Plan (and the period of such
service shall be considered the period of employment for purposes of Section
5(d) of this Plan); provided, however, that incentive stock options may be
granted under the Plan only to an individual who is an "employee" (as such term
is used in Section 422 of the Code) of the Company or any Subsidiary or Parent.
5. Terms and Conditions of Options. The Committee shall, in
its discretion, prescribe the terms and conditions of the options to be granted
hereunder, which terms and conditions need not be the same in each case, subject
to the following:
(a) Option Price. The price at which each share of Stock
covered by an option granted under the Plan may be purchased shall be determined
by the Committee and shall not be less than the market value per share of Stock
on the date of grant of the option. The date of grant of an option shall be the
date specified by the Committee in its grant of the option.
(b) Option Period. The period for exercise of an option shall
in no event be more than ten years from the date of grant, or in the case of any
option intended to be an incentive stock option granted to an individual owning,
on the date of grant, stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any Parent or Subsidiary,
more than five years from the date of grant. Options may, in the discretion of
the Committee, be made exercisable in installments during the option period. Any
shares not purchased on any applicable installment date may be purchased
thereafter at any time before the expiration of the option period.
(c) Exercise of Options. In order to exercise an option, the
Optionee shall deliver to the Company written notice specifying the number of
shares of Stock to be purchased, together with cash or a certified or bank
cashier's check payable to the order of the Company in the full amount of the
purchase price therefor; provided that, for the purpose of assisting an Optionee
to exercise an option, the Company may make loans to the Optionee or guarantee
loans made by third parties to the Optionee, on such terms and conditions as the
Board of Directors may authorize; and provided further that such
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purchase price may be paid in shares of Stock owned by the Optionee for a period
of at least six months prior to the date of exercise having a market value on
the date of exercise equal to the aggregate purchase price, or in a combination
of cash and Stock. For purposes of this Section 5(c), the market value per share
of Stock shall be the last sale price regular way on the date of reference, or,
in case no sale takes place on such date, the average of the closing high bid
and low asked prices regular way, in either case on the principal national
securities exchange on which the Stock is listed or admitted to trading, or if
the Stock is not listed or admitted to trading on any national securities
exchange, the last sale price reported on the National Market System of the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
on such date, or the average of the closing high bid and low asked prices of the
Stock in the over-the-counter market reported on NASDAQ on such date, whichever
is applicable, or if there are not such prices reported on NASDAQ on such date,
as furnished to the Committee by any New York Stock Exchange member selected
from time to time by the Committee for such purpose. If there is not bid or
asked price reported on any such date, the market value shall be determined by
the Committee in accordance with the regulations promulgated under Section 2031
of the Code, or by any other appropriate method selected by the Committee. If
the Optionee so requests, shares of Stock purchased upon exercise of an option
may be issued in the name of the Optionee or another person. An Optionee shall
have none of the rights of a stockholder until the shares of Stock are issued to
him.
(d) Effect of Termination of Employment. An option may not be
exercised after the Optionee has ceased to be in the employ of the Company or
any Subsidiary or Parent, except in the following circumstances:
(i) If the Optionee's employment is terminated by action of
his employer, or by reason of disability or retirement under
any retirement plan maintained by the Company or any
Subsidiary or Parent, the option may be exercised by the
Optionee within three months after such termination, but only
as to any shares exercisable on the date the Optionee's
employment so terminates;
(ii) In the event of the death of the Optionee during the
three month period after termination of employment covered by
(i) above, the person or persons to whom his rights are
transferred by will or the laws of descent and distribution
shall have a period of one year from the date of his death to
exercise any options which were exercisable by the Optionee at
the time of his death;
(iii) In the event of the death of the Optionee while
employed, the option shall thereupon become exercisable in
full, and the person or persons to whom the Optionee's rights
are transferred by will or the laws of descent and
distribution shall have a period of one year form the date of
the Optionee's death to exercise such option. The provisions
of the foregoing sentence shall apply to any outstanding
options which are
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incentive stock options to the extent permitted by Section
422(d) of the Code and such outstanding options in excess
thereof shall, immediately upon the occurrence of the event
described in the preceding sentence, be treated for all
purposes of the Plan as nonstatutory stock options and shall
be immediately exercisable as such as provided in the
foregoing sentence.
In no event shall any option be exercisable more than ten
years from the date of grant thereof. Nothing in the Plan or in any option
granted pursuant to the Plan (in the absence of an express provision to the
contrary) shall confer on any individual any right to continue in the employ of
the Company or any Subsidiary or Parent or interfere in any way with the right
of the Company to terminate his employment at anytime.
(e) Transferability of Options. During the lifetime of an
Optionee, options held by such Optionee shall be exercisable only by him. No
option may be transferred by the Optionee otherwise than by will, by the laws of
descent and distribution or pursuant to a qualified domestic relations order,
and during the Optionee's lifetime the option may be exercised only by him or
her; provided, however, that the Board of Directors or the Committee, as
applicable, in its discretion, may allow for transferability of non-qualified
stock options by the Optionee to "Immediate Family Members".
"Immediate Family Members: means children, grandchildren,
spouse or common law spouse, siblings or parents of the Optionee or to bona fide
trusts, partnerships or other entities controlled by and of which the
beneficiaries are Immediate Family Members of the Optionee. Any option grants
that are transferable are further conditioned on the Participant and Immediate
Family Members agreeing to abide by the Company's then current stock option
transfer guidelines.
(f) Adjustments for Change in Stock Subject to Plan. In the
event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of the Company, the Committee shall
make such adjustments, if any, as it deems appropriate in the number and kind of
shares subject to the Plan, in the number and kind of shares covered by
outstanding options, or in the option price per share, or both.
(g) Acceleration of Exercisability of Options Upon Occurrence
of Certain Events. In connection with any merger or consolidation involving the
Company which results in the holders of the outstanding voting securities of the
Company (determined immediately prior to such merger or consolidation) owning,
directly or indirectly, less than a majority of the outstanding voting
securities of the surviving corporation (determined immediately following such
merger or consolidation), or any sale or transfer by the Company of all or
substantially all its assets or any tender offer or exchange offer for or the
acquisition, directly or indirectly, by any person or group of all or a majority
of the then outstanding voting securities of the Company, all outstanding
options under the Plan shall become exercisable in full, notwithstanding any
other provision of the Plan or of any outstanding options granted thereunder, on
and after (i)
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the fifteenth day prior to the effective date of such merger, consolidation,
sale, transfer or acquisition or (ii) the date of commencement of such tender
offer or exchange offer, as the case may be. The provisions of the foregoing
sentence shall apply to any outstanding options which are incentive stock
options to the extent permitted by Section 422(d) of the Code and such
outstanding options in excess thereof shall, immediately upon the occurrence of
the event described in clause (i) or (ii) of the foregoing sentence, be treated
for all purposes of the plan as nonstatutory stock options and shall be
immediately exercisable as such as provided in the foregoing sentence.
Notwithstanding the foregoing, in no event shall any option be exercisable after
the date of termination of the exercise period of such option specified in
Sections 5(b) and 5(d).
(h) Registration, Listing and Qualification of Shares of
Stock. Each option shall be subject to the requirement that if at any time the
Board of Directors shall determine that the registration, listing or
qualification of the shares of Stock covered thereby upon any securities
exchange or under any federal or state law. or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of such option or the purchase of shares of Stock
thereunder, no such option may be exercised unless and until such registration,
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board of Directors. The Company may
require that any person exercising an option shall make such representations and
agreements and furnish such information as it deems appropriate to assure
compliance with the foregoing or any other applicable legal requirement.
(i) Other Terms and Conditions. The Committee may impose such
other terms and conditions, not inconsistent with the terms hereof, on the grant
or exercise of options, as it deems advisable.
(j) The maximum number of shares of Stock which may be subject
to options granted any person in any fiscal year of the Company shall be 400,000
shares.
6. Additional Provisions Applicable to Incentive Stock
Options. The Committee may, in its discretion, grant options under the Plan to
eligible employees which constitute "incentive stock options" within the meaning
of Section 422 of the Code, provided, however, that (a) the aggregate market
value of the Stock with respect to which incentive stock options are exercisable
for the first time by the Optionee during any calendar year shall not exceed the
limitation set forth in Section 422(d) of the Code and (b) if the Optionee owns
on the date of grant securities possessing more than 10% of the total combined
voting power of all classes of securities of the Company or of any Parent or
Subsidiary, the price per share shall not be less than 110% of the market value
per share on the date of the grant.
7. Amendment and Termination. Unless the Plan shall
theretofore have been terminated as hereinafter provided, the Plan shall
terminate on, and no option shall be granted hereunder after, June 30, 2009;
provided, however, that the Board of Directors may at any time prior to that
date terminate the Plan. The Board of Directors
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may at any time amend the Plan; provided, however, that, except as contemplated
in Section 5(f), the Board of Directors shall not, without approval by a
majority of the votes cast thereon by the stockholders of the Company at a
meeting of stockholders at which a proposal to amend the Plan is voted upon,
increase the maximum number of shares of Stock for which options may be granted
under the Plan, or change the minimum option prices. No termination or amendment
of the Plan may, without the consent of an Optionee, adversely affect the rights
of such Optionee under any option held by such Optionee.
8. Effectiveness of Plan. The Plan shall not cease to be
effective unless approved at a meeting of stockholders of the Company duly
called and held for such purpose by a majority of the votes cast thereon by the
stockholders of the Company, and no option granted hereunder shall be
exercisable prior to such approval.
9. Withholding. It shall be a condition to the obligation of
the Company to issue shares of Stock upon exercise of an option, that the
Optionee (or any beneficiary or person entitled to act under Section 5(d)
hereof) pay to the Company, upon its demand, such amount as may be requested by
the Company for the purpose of satisfying any liability to withhold federal,
state or local income or other taxes. If the amount requested is not paid, the
Company may refuse to issue such shares of Stock.
10. Other Actions. Nothing contained in the Plan shall be
construed to limit the authority of the Company to exercise its corporate rights
and powers, including but not by way of limitation, the right of the Company to
grant or assume options for proper corporate purposes other than under the Plan
with respect to any employee or other person, firm, corporation or association.
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