MEDICALOGIC, INC. STOCK INCENTIVE PLAN
RESTRICTED STOCK PURCHASE AGREEMENT
This Restricted Stock Purchase Agreement ("Agreement") is entered into as
of _____, 1999 between MedicaLogic, Inc., an Oregon corporation (the "Company"),
and _______ ("Purchaser") and is made pursuant to the Company's Stock Incentive
Plan. In consideration of the mutual agreements contained in this Agreement, the
parties agree as follows:
1. Purchase.
1.1 Purchase Agreement. The Company hereby agrees to sell to
Purchaser, and Purchaser hereby agrees to purchase from the Company, ______
(______) shares of the Company's common stock (the "Shares") at a purchase price
of $____ per share, all on the terms and subject to the conditions of this
Agreement.
1.2 Payment of Purchase Price. Purchaser shall pay for the Shares by
delivering to the Company a duly executed note (the "Purchase Note"),
substantially in the form of Exhibit A hereto.
1.3 Delivery of Stock. The Company will issue in Purchaser's name, as
promptly after receipt of the Purchase Note as practicable, one or more
certificates representing the Shares. To secure its rights under the Repurchase
Option described in Section 2, the Company will retain the certificate or
certificates representing the Shares. Purchaser will deliver to the Company
executed blank stock powers covering the Shares subject to the Repurchase
Option, substantially in the form of Exhibit B hereto.
2. Repurchase Option.
2.1 Option on Termination of Employment. If Purchaser ceases to be
employed by the Company for any reason, or no reason, with or without cause,
including death or disability (a "Termination"), the Company shall have an
irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days
from the date of Termination to purchase all or any portion of the Shares held
by Purchaser on the date of the Termination that have not been released from the
Repurchase Option as provided in Section 2.3. The right of the Company under the
Repurchase Option to purchase any part of the Shares may be assigned in whole or
in part to any person or persons designated by the Board of Directors of the
Company.
2.2 Exercise of Option. The Repurchase Option shall be exercised by
the Company by delivering to Purchaser (or to Purchaser's executors or
administrators, if applicable) a written notice of exercise and a check in the
amount of the exercise price set forth in Section 2.4. Notwithstanding the
foregoing, the Company may, at its option, elect to reduce the amount payable to
Purchaser (or Purchaser's estate, if applicable) upon exercise of a Repurchase
Option by an
amount not in excess of sum of the unpaid principal, if any, and the accrued but
unpaid interest, if any, then due on the Purchase Note. Upon delivery of such
notice and payment of the exercise price, the Company shall become the legal and
beneficial owner of the Shares being repurchased and all rights and interest
therein or related thereto, and the Company shall have the right to transfer to
its own name the number of Shares being repurchased without further action by
Purchaser.
2.3 Release from Repurchase Option. The Shares shall be released from
the Repurchase Option ratably over a period of 36 months beginning on the date
six months from March 31, 1999 (the "Vesting Reference Date"), so that on sixth
(1/6) of the Shares will be released from the Repurchase Option on the sixth
month anniversary of the Vesting Reference Date and the remaining five sixths
(5/6) of the Shares shall be released from the Repurchase Option ratably over a
period of 30 months beginning on the seventh month anniversary of the Vesting
Reference Date so that 1/36 of the Shares under the Option shall vest on each
monthly anniversary of the Vesting Reference Date beginning on the date seventh
month after the Vesting Reference Date; provided, however, that all Shares shall
be released immediately from the Repurchase Option in the event (a) Optionee's
employment with the Company is terminated by the Company without cause
including, without limitation, termination resulting from a reduction in the
workforce of the Company, or (b) a Change of Control (as defined below) occurs.
For purposes of the preceding paragraph, the circumstances in which the
Company will have cause to terminate Optionee shall include, without limitation,
(i) any misappropriation by Optionee of funds or property of the Company; (ii)
the conviction of or plea of guilty or nolo contendere by Optionee of a felony
or any crime involving moral turpitude; (iii) Optionee's engagement in illegal,
immoral or similar conduct tending to place Optionee or the Company, by
association with Optionee, in disrepute; and (iv) Optionee's nonperformance or
gross dereliction of duty which continues after notice from the Company and a
reasonable opportunity to cure. For purposes of the preceding paragraph, "Change
of Control" means the occurrence of any of the following: (i) the sale,
conveyance, or other disposition of all or substantially all of the property or
business of the Company, (ii) the merger or consolidation of the Company with
any other entity (other than a wholly-owned subsidiary corporation), or the
completion of any other transaction or series of related transactions not
involving a public offering, in which more than fifty percent (50%) of the
voting power of the Company is disposed of, or (iii) the first day on which a
majority of the members of the Board of Directors of the Company are not
Continuing Directors. For purposes of this provision, "Continuing Directors"
means, as of any date of determination, any member of the Board of Directors of
the Company who (a) was a member of such Board of Directors on the date of this
agreement or (b) was nominated for election or elected or appointed to such
Board of Directors by the Board of Directors at a time when a majority of the
Board consisted of Continuing Directors.
As Shares are released from the Repurchase Option, the Company shall
deliver to Purchaser a certificate representing the Shares released; provided,
however, that the parties agree that for administrative convenience the Company
shall deliver certificates representing the Shares in
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increments of 29,166 2/3 Shares; and provided, further, that in the event that
(i) one or more Shares but fewer than 29,166 2/3 Shares have been released from
the Repurchase Option and (ii) it is expected that no more Shares will be
released from the Repurchase Option, then the Company shall deliver to Purchaser
one or more certificates representing all Shares then released from the
Repurchase Option but for which certificates have not been delivered. If, during
the time the Company is holding certificates to secure its rights under the
Repurchase Option, the outstanding shares of common stock of the Company are
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of any reorganization, merger, consolidation, plan of exchange,
recapitalization, reclassification, stock split, combination of shares, or
dividend payable in shares, appropriate adjustment shall be made by the Board of
Directors of the Company in the number and kind of shares the Company shall
deliver to Purchaser as Shares are released from the Repurchase Option.
2.4 Exercise Price. The price to be paid by the Company for the Shares
upon exercise of the Repurchase Option shall be $_______ per Share.
3. Withholding. Upon notification of the amount due, if any, and prior to
or concurrently with delivery of the certificates representing the Shares,
Purchaser shall pay to the Company amounts necessary to satisfy any applicable
federal, state, and local withholding tax requirements. If additional
withholding becomes required beyond any amount deposited before delivery of the
certificates, Purchaser shall pay such amount to the Company on demand. If
Purchaser fails to pay any amount demanded, the Company shall have the right to
withhold such amount from other amounts payable by the Company to Purchaser,
including salary, subject to applicable law.
4. Limitations on Transfer.
4.1 While Subject to Repurchase Option. Without the written consent of
the Company, Purchaser shall not sell, assign, encumber, dispose of or transfer
(including transfer by operation of law) any interest in any Shares that have
not been released from the Repurchase Option.
4.2 Stock Transfer Agreement. Upon release from the Repurchase Option,
the Shares shall be subject to the terms of any shareholders agreement then in
effect, including any amendments or supplements thereto, among the Company and
any of its shareholders (a "Shareholders Agreement"), including the transfer
restrictions contained therein, and Purchaser agrees that the transfer
restrictions and purchase options of any such Shareholders Agreement shall apply
to the Shares and agrees to be bound from the date of this Agreement onward by
all of the terms and conditions of any such Shareholders Agreement.
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5. Investment Intent; Restricted Securities. Purchaser represents, warrants
and covenants to the Company that the Shares are being acquired by Purchaser for
investment for Purchaser's own account only and not with a view to, or resale in
connection with, any distribution thereof within the meaning of the Securities
Act of 1993, as amended (the "Act"). Purchaser understands and acknowledges that
the sale of the Shares has not been registered under the Act or applicable state
securities laws, that the Shares must be held indefinitely unless subsequently
registered under the Act and applicable state securities laws or unless an
exemption from such registration requirement is available, that the Company is
under no obligation to register the Shares, and that the certificate or
certificates representing the Shares will be stamped with legends substantially
in the form specified in Section 7 of this Agreement. Purchaser agrees to comply
with the transfer restrictions specified in the legends set forth in Section 7
and on the Share Certificates.
6. Acknowledgment of Access to Information. Purchaser acknowledges that he,
through his position with the Company, has had access to sufficient information
regarding the Company's business and financial condition to enable him to make
an investment decision regarding the purchase of the Shares. Purchaser
acknowledges that he has been provided an opportunity to ask questions of, and
receive answers from, the Company concerning the terms and conditions of this
offering and to obtain additional information concerning the Company and this
offering.
7. Legend. All certificates representing the Shares shall be endorsed with
legends substantially in the following form, in addition to any other legends
required by law:
"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO
CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET
FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE CORPORATION
AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THE CORPORATION. "
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT
OR LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT
SUCH REGISTRATION IS NOT REQUIRED."
"TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED BY A SHAREHOLDERS AGREEMENT AMONG THE CORPORATION AND ITS
SHAREHOLDERS, WHICH AGREEMENT BY THIS REFERENCE, IS INCORPORATED
HEREBY AND MADE A PART HEREOF AS IF FULLY SET FORTH, AND WHICH
AGREEMENT, BY ACCEPTANCE OF DELIVERY OF THIS
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CERTIFICATE, IS ACCEDED TO BY THE HOLDER HEREOF. A COPY OF THE
SHAREHOLDERS AGREEMENT IS ON FILE WITH THE SECRETARY OF THE
CORPORATION."
8. Specific Performance. Purchaser acknowledges and agrees that the Company
will suffer irreparable harm if Purchaser fails to comply with the terms of this
Agreement, and that monetary damages will be inadequate to compensate the
Company for such failure. Accordingly, Purchaser agrees that this Agreement may
be enforced by specific performance or other injunctive relief, in addition to
any other remedies available at law or in equity.
9. Notices. Any required or permitted notice shall be given in writing and
shall be deemed given upon personal delivery or upon deposit in the United
States mail by registered or certified mail, postage prepaid. Any notice to
Purchaser shall be addressed to Purchaser at Purchaser's address shown on the
corporate records of the Company, and any notice to the Company shall be
addressed to the Company at its registered office.
10. No Right to Employment. Nothing in the Company's Stock Incentive Plan
or in this Agreement shall confer upon Purchaser any right to be continued in
the employment of the Company or to interfere in any way with the right of the
Company to terminate Purchaser's employment at any time for any reason.
11. Entire Agreement; Amendment; Counterparts. This Agreement constitutes
the entire agreement of the parties with regard to the subject matter hereof and
may be amended only by written agreement between the Company and Purchaser. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute but one and
the same instrument.
12. Successors of Company. This Agreement shall be binding upon and shall
inure to the benefit of any successor or successors of the Company and, subject
to the restrictions on transfer of this Agreement, shall be binding upon and
shall inure to the benefit of Purchaser's heirs, executors, administrators,
successors and assigns.
13. Governing Law, Severability. This Agreement shall be governed by and
construed in accordance with the laws of Oregon, without regard to the choice of
law rules applied in the courts of such state. If any provisions or provision of
this Agreement are found to be unenforceable, the remaining provisions shall
nevertheless be enforceable and shall be construed as if the unenforceable
provisions were deleted.
14. Further Action. The parties agree to execute such further instruments
and to take such actions as may reasonably be necessary to carry out the intent
of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
written above.
THE COMPANY: MEDICALOGIC, INC.
By:
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Title:
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Address: 20500 NW Evergreen Parkway
Hillsboro, OR 97124
PURCHASER:
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Address:
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