TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION
1996 STOCK INCENTIVE PLAN
EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the 21st day of November, 1996, between
TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION, a Delaware corporation (the
"Corporation"), and ___________________________ (the "Employee").
W I T N E S S E T H
WHEREAS, the Corporation maintains the Talbert Medical Management
Holdings Corporation 1996 Stock Incentive Plan (the "Plan"); and
WHEREAS, pursuant to the Plan, the Corporation has granted to the
Employee effective as of the 17th day of September, 1996 (the "Award Date") an
option to purchase all or any part of _____________ authorized but unissued or
treasury shares of Common Stock, par value $.01 per share, of the Corporation
upon the terms and conditions set forth herein and in the Plan;
NOW, THEREFORE, in consideration of the mutual promises and covenants
made herein and the mutual benefits to be derived herefrom, the parties agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to such terms in the Plan.
2. GRANT OF OPTION. This Agreement evidences the Corporation's
grant to the Employee of the right and option to purchase, on the terms and
conditions set forth herein and in the Plan, all or any part of an aggregate of
______ shares of the Common Stock at the price of $29.17 per share (the
"Option"), exercisable from time to time, subject to the provisions of this
Agreement and the Plan, prior to the close of business on the day before the
tenth anniversary of the Award Date (the "Expiration Date"). Such price equals
the Fair Market Value of a share of the Corporation's Common Stock as of the
Award Date. It is the intent of the Corporation that this Option constitute a
nonqualified stock option and such option shall not be deemed an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended ("Code").
3. CONTINUANCE OF EMPLOYMENT. As a condition of this Option, the
Employee hereby agrees to remain in the employ of the Corporation or one of its
Subsidiaries for a period of one year after the Award Date. Nothing contained
herein or in the Plan shall confer upon the Employee any right with respect to
the continuation of
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employment by the Corporation or any Subsidiary or interfere in any way with the
right of the Corporation or of any Subsidiary at any time to terminate such
employment or to increase or decrease the compensation of the Employee from the
rate in existence at any time.
4. EXERCISABILITY OF OPTION. Except as earlier permitted by or
pursuant to the Plan or by resolution of the Committee adopted AFTER the date
hereof, no shares may be purchased by exercise of the Option until the
expiration of twelve months after the Award Date. The Option will become
exercisable (i) at the rate of 20% on the later of the first anniversary of the
Award Date or the date of commencement of trading of the Common Stock on a
national securities exchange or quotation system and (ii) at the rate of 20% per
annum commencing on the second anniversary of the Award Date and each of the
next three anniversaries thereof. Should the Employee die or suffer a Total
Disability while employed by the Corporation or any Subsidiary, the Option will
become fully exercisable on the later of (i) such date of death or Total
Disability, or (ii) the date of commencement of trading of the Common Stock on a
national securities exchange or quotation system.
To the extent the Employee does not in any year purchase all or any
part of the shares to which the Employee is entitled, the Employee has the right
cumulatively thereafter to purchase any shares not so purchased and such right
shall continue until the Option terminates or expires. Fractional share
interests shall be disregarded, but may be cumulated. No fewer than 100 shares
may be purchased at any one time, unless the number purchased is the total
number at the time available for purchase under the Option.
5. METHOD OF EXERCISE OF OPTION. The Option shall be exercisable by
the delivery to the Corporation of a written notice stating the number of shares
to be purchased pursuant to the Option and accompanied by payment made in
accordance with and in a form permitted in Section 2.2 of the Plan for the full
purchase price of the shares to be purchased, subject to such further
limitations and rules or procedures as the Committee may from time to time
establish as to any non-cash payment and as to the tax withholding requirements
of Section 6.5 of the Plan. Shares delivered in payment of the exercise price
must have been owned by Employee for at least six months prior to the exercise.
In addition, the Employee (or the Employee's Beneficiary or Personal
Representative) shall furnish any written statements required pursuant to
Section 6.4 of the Plan.
6. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH; CHANGE IN
SUBSIDIARY STATUS. The Option and all other rights hereunder, to the extent not
exercised, shall terminate and become null and void at such time as the Employee
ceases to be employed by either the Corporation or any Subsidiary, except that
(a) if the Employee terminates (i) by reason deemed by the
Committee, in its discretion, to be for the convenience of the
Corporation, or (ii) under a retirement plan of the Company or any
Subsidiary after
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attainment of normal retirement age as provided for in such retirement
plan, or retirement at an earlier age with the consent of the
Committee, in its discretion, the Employee may at any time within a
period of 90 days after such termination exercise the Option to the
extent the Option was exercisable at the date of such termination;
(b) if the Employee terminates by reason of death or Total
Disability, or if the Employee dies or suffers a Total Disability
within 90 days after a termination described in subsection (a), then
the Option may be exercised within a period of two years after such
date of death or Total Disability (or, if earlier, the Employee's
termination from employment), to the extent that the Option was
exercisable on such date (or, if such death or Total Disability
occurred while the Employee was employed by the Corporation or any
Subsidiary, to the extent the Option will become exercisable pursuant
to Section 4 hereof);
provided, however, that in no event may the Option be exercised by anyone under
this Section or otherwise after the Expiration Date. If Employee is employed by
an entity which ceases to be a Subsidiary, such event shall be deemed for
purposes of this Section 6 to be a termination of employment described in
subsection (a) in respect of Employee. Absence from work caused by military
service or authorized sick leave shall not be considered as a termination of
employment for purposes of this Section.
7. TERMINATION OF OPTION UNDER CERTAIN EVENTS. As permitted by
Section 6.2 of the Plan, the Committee retains the right to terminate the Option
to the extent not previously exercised upon an event or transaction which the
Corporation does not survive.
8. NON-TRANSFERABILITY OF OPTION. The Option and any other rights
of the Employee under this Agreement or the Plan are nontransferable as provided
in Section 1.8 of the Plan.
9. NOTICES. Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the Corporation at its principal
office located at 3540 Howard Way, Costa Mesa, California 92626, to the
attention of the Corporate Secretary and to the Employee at the address given
beneath the Employee's signature hereto, or at such other address as either
party may hereafter designate in writing to the other.
10. PLAN. The Option and all rights of Employee thereunder are
subject to, and the Employee agrees to be bound by, all of the terms and
conditions of Articles 1, 2, 6 and 8 of the Plan, incorporated herein by this
reference, to the extent such provisions are applicable to options granted to
Eligible Persons. The Employee acknowledges receipt of a copy of the Plan,
which is made a part hereof by this reference, and agrees to be bound by the
terms thereof. Unless otherwise expressly provided in other Sections of this
Agreement, provisions of the Plan that confer discretionary
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authority on the Committee do not (and shall not be deemed to) create any rights
in the Employee unless such rights are expressly set forth herein or are
otherwise in the sole discretion of the Committee so conferred by appropriate
action of the Committee under the Plan after the date hereof.
11. GRANT CONDITIONAL UPON LISTING OF SHARES. Notwithstanding
anything else contained herein to the contrary, this Option is expressly
conditioned upon the commencement of trading of the shares of the Corporation's
Common Stock on a national securities exchange or quotation system. In the
event that the Corporation's Common Stock does not commence trading on a
national securities exchange or quotation system within twelve (12) months from
the Award Date, this Option shall be null and void.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed on its behalf by a duly authorized officer and the Employee has
hereunto set his or her hand.
TALBERT MEDICAL MANAGEMENT
HOLDINGS CORPORATION
(a Delaware corporation)
By: ________________________________
Title: President and Chief Executive Officer
EMPLOYEE
____________________________________
(Signature)
____________________________________
(Print Name)
____________________________________
(Address)
____________________________________
(City, State, Zip Code)
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CONSENT OF SPOUSE
In consideration of the execution of the foregoing Nonqualified Stock
Option Agreement by Talbert Medical Management Holdings Corporation, I,
_____________________________, the spouse of the Employee herein named, do
hereby join with my spouse in executing the foregoing Employee Nonqualified
Stock Option Agreement and do hereby agree to be bound by all of the terms and
provisions thereof and of the Plan.
DATED: ______________________, 1997.
____________________________________
Signature of Spouse
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